§ 230.141Definition of “commission from an underwriter or dealer not in excess of the usual and
customary distributors' or sellers' commissions” in section 2(11), for certain transactions.
(a) The term commission in section
2(11) of the Act shall include such remuneration, commonly known as a
spread, as may be received by a distributor or dealer as a consequence of reselling
securities bought from an underwriter or dealer at a price below the offering price of such securities, where such resales
afford the distributor or dealer a margin of profit not in excess of
what is usual and customary in such transactions.
(b) The term commission from an underwriter or dealer in section 2(11) of the Act shall include commissions paid by an underwriter or dealer directly or indirectly controlling
or controlled by, or under direct or indirect common control with the
(c) The term usual and customary distributors' or sellers'
commission in section 2(11) of the
Act shall mean a commission or remuneration, commonly known as a spread,
paid to or received by any person selling securities either for his own account or
for the account of others, which is not in excess of the amount usual and customary in the distribution and sale of issues of similar type and size;
and not in excess of the amount allowed to other persons, if any, for comparable
service in the distribution of the particular issue; but such term shall
not include amounts paid to any person whose function is the management of the
distribution of all or a substantial part of
the particular issue, or who performs the functions normally performed by an
underwriter or underwriting syndicate.
[2 FR 1075, May 26, 1937]
Title 17 published on 2015-04-01.
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