; and (B) does not include a person that— (i) holds the voting interests of a corporation solely— (I) in a fiduciary or agency capacity without sole discretionary power to vote the securities; or (II) to secure a debt, if the person has not exercised the power to vote; or (ii) (I) is a limited partner with respect to a person described in subparagraph (A) that is a partnership; and (II) does not participate in the direction of the management or policy of a corporation. (7) Corporation The term corporation means— (A) a joint-stock company; (B) a company or partnership association organized under a law that makes only the capital subscribed or callable up to a specified amount responsible for the debts of the association, including a limited partnership and a limited liability company; (C) a trust; and (D) an association having a power or privilege that a private corporation, but not an individual or a partnership, possesses. (8) Holder of an economic interest The term holder of an economic interest — (A) means a person that directly or indirectly has an economic interest in a corporation or a right to participate in the governance of a corporation, without regard to the form or source of that interest or right; (B) if the economic interest described in subparagraph (A) is a security, does not include— (i) an individual who is engaged in business as an underwriter of securities and who acquires that security through the good faith participation of the individual in a firm commitment underwriting registered under the Securities Act of 1933 ( 15 U.S.C. 77b ) until the date that is 40 days after the date on which that acquisition occurs; or (ii) a member of a national securities exchange solely because that member is the record holder of that security and, under the rules of that exchange— (I) may direct the vote of that security, without instruction, on— (aa) other than contested matters; or (bb) matters that may substantially affect the rights or privileges of the holders of the security to be voted