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8
vii
Summary of Contents
9
INVESTMENT COMPANY ACT OF 1940—SELECTED
PROVISIONS.
INVESTMENT COMPANY ACT RULES—SELECTED
PROVISIONS.
10
1
11
5 77e Prohibitions relating to interstate commerce and the mails
6 77f Registration of securities and signing of registration
statement
7 77g Information required in registration statement
8 77h Taking effect of registration statements and amendments
thereto
8A 77h-1 Cease-and-desist proceedings
9 77i Court review of orders
10 77j Information required in prospectus
11 77k Civil liabilities on account of false registration statement
12 77l Civil liabilities arising in connection with prospectuses
and communications
Sec.2. DEFINITIONS
12
(a) When used in this title, unless the context otherwise requires
—
(1) [Security]
The term “security” means any note, stock, treasury stock, security
future, security-based swap, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting-trust certificate, certificate
of deposit for a security, fractional undivided interest in oil, gas, or other
mineral rights, any put, call, straddle, option, or privilege on any security,
certificate of deposit, or group or index of securities (including any interest
therein or based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to foreign
currency, or, in general, any interest or instrument commonly known as a
“security,” or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase, any of the foregoing.
(2) [Person]
The term “person” means an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, any unincorporated
organization, or a government or political subdivision thereof. As used in
this paragraph the term “trust” shall include only a trust where the interest
or interests of the beneficiary or beneficiaries are evidenced by a security.
(3) [Sale, Sell, Offer to Sell, Offer for Sale]
The term “sale” or “sell” shall include every contract of sale or
disposition of a security or interest in a security, for value. The term “offer
to sell”, “offer for sale”, or “offer” shall include every attempt or offer to
dispose of, or solicitation of an offer to buy, a security or interest in a
security, for value. The terms defined in this paragraph and the term “offer
to buy” as used in subsection (c) of section 5
3
shall not include preliminary negotiations or agreements between an
issuer (or any person directly or indirectly controlling or controlled by an
issuer, or under direct or indirect common control with an issuer) and any
underwriter or among underwriters who are or are to be in privity of
contract with an issuer (or any person directly or indirectly controlling or
controlled by an issuer, or under direct or indirect common control with an
issuer). Any security given or delivered with, or as a bonus on account of,
any purchase of securities or any other thing, shall be conclusively
13
presumed to constitute a part of the subject of such purchase and to have
been offered and sold for value. The issue or transfer of a right or
privilege, when originally issued or transferred with a security, giving the
holder of such security the right to convert such security into another
security of the same issuer or of another person, or giving a right to
subscribe to another security of the same issuer or of another person,
which right cannot be exercised until some future date, shall not be
deemed to be an offer or sale of such other security; but the issue or
transfer of such other security upon the exercise of such right of
conversion or subscription shall be deemed a sale of such other security.
Any offer or sale of a security futures product by or on behalf of the issuer
of the securities underlying the security futures product, an affiliate of the
issuer, or an underwriter, shall constitute a contract for sale of, sale of,
offer for sale, or offer to sell the underlying securities. Any offer or sale of
a security-based swap by or on behalf of the issuer of the securities upon
which such security-based swap is based or is referenced, an affiliate of
the issuer, or an underwriter, shall constitute a contract for sale of, sale of,
offer for sale, or offer to sell such securities. The publication or
distribution by a broker or dealer of a research report about an emerging
growth company that is the subject of a proposed public offering of the
common equity securities of such emerging growth company pursuant to a
registration statement that the issuer proposes to file, or has filed, or that is
effective shall be deemed for purposes of paragraph (10) of this subsection
and Section 5(c) not to constitute an offer for sale or offer to sell a
security, even if the broker or dealer is participating or will participate in
the registered offering of the securities of the issuer. As used in this
paragraph, the term ”research report” means a written, electronic, or oral
communication that includes information, opinions, or recommendations
with respect to securities of an issuer or an analysis of a security or an
issuer, whether or not it provides information reasonably sufficient upon
which to base an investment decision.
(4) [Issuer]
The term “issuer” means every person who issues or proposes to issue
any security; except that with respect to certificates of deposit, voting-trust
certificates, or collateral-trust certificates, or with respect to certificates of
interest or shares in an unincorported investment trust not having a board
of directors (or persons performing similar functions) or of the fixed,
restricted management, or unit type, the term “issuer” means the person or
persons performing the acts and assuming the duties of depositor or
manager pursuant to the provision of the trust or other agreement or
14
instrument under which such securities are issued; except that in the case
of an unincorporated association which provides by its articles for limited
liability of any or all of its members, or in the case of a trust, committee, or
other legal entity, the trustees or members thereof shall not be individually
liable as issuers of any security issued by the association, trust, committee,
or other legal entity; except that with respect to equipment-trust certificates
or like securities, the term “issuer” means the person by whom the
equipment or property is or is to be used; and except that with respect to
fractional undivided interest in oil, gas, or other mineral rights, the term
“issuer” means the owner of any such right or of any interest in such right
(whether whole or fractional) who creates fractional interests therein for
the purpose of public offering.
(5) [Commission]
The term “Commission” means the Securities and Exchange
Commission.
(6) [Territory]
The term “Territory” means Puerto Rico, the Virgin Islands, and the
insular possessions of the United States.
(7) [Interstate Commerce]
The term “interstate commerce” means trade or commerce in securities
or any transportation or communication relating thereto among the several
States or between the District of Columbia or any Territory of the United
States and any State or other Territory, or between any foreign country and
any State, Territory, or the District of Columbia, or within the District of
Columbia.
15
except that (a) a communication sent or given after the effective date of the
registration statement (other than a prospectus permitted under subsection
(b) of section 10) shall not be deemed a prospectus if it is proved that prior
to or at the same time with such communication a written prospectus
meeting the requirements of subsection (a) of section 10 at the time of
such communication was sent or given to the person to whom the
communication was made, and (b) a notice, circular, advertisement, letter,
or communication in respect of a security shall not be deemed to be a
prospectus if it states from whom a written prospectus meeting the
requirements of section 10 may be obtained and, in addition, does no more
than identify the security, state the price thereof, state by whom orders will
be executed, and contain such other information as the Commission, by
rules or regulations deemed necesssary or appropriate in the public interest
and for the protection of investors, and subject to such terms and
conditions as may be prescribed therein, may permit.
(11) [Underwriter]
The term “underwriter” means any person who has purchased from an
issuer with a view to, or offers or sells for an issuer in connection with, the
distribution of any security, or participates or has a direct or indirect
participation in any such undertaking, or participates or has a participation
in the direct or indirect underwriting of any such undertaking; but such
term shall not include a person whose interest is limited to a commission
from an underwriter or dealer not in excess of the usual and customary
distributors’ or sellers’ commission. As used in this paragraph the term
“issuer” shall include, in addition to an issuer, any person directly or
indirectly controlling or controlled by the issuer, or any person under
direct or indirect common control with the issuer.
(12) [Dealer]
The term “dealer” means any person who engages either for all or part
of his time, directly or indirectly, as agent, broker, or principal, in the
business of offering, buying, selling, or otherwise dealing or trading in
securities issued by another person.
(13) [Insurance Company]
The term “insurance company” means a company which is organized as
an insurance company whose primary and predominant business activity is
the writing of insurance or the reinsuring of risks underwritten by
insurance companies, and which is subject to supervision by the insurance
commissioner, or a similar official or agency, of a State or territory or the
District of Columbia; or any receiver or similar official or any liquidating
agent for such company, in his capacity as such.
16
(14) [Separate Account]
The term “separate account” means an account established and
maintained by an insurance company pursuant to the laws of any State or
territory of the United States, the District of Columbia, or of Canada or
any province thereof, under which income, gains and losses, whether or
not realized, from assets allocated to such account are, in accordance with
the applicable contract, credited to or charged against such account
without regard to other income, gains, or losses of the insurance company.
(15) [Accredited Investor]
The term “accredited investor” shall mean—
(i) a bank as defined in section 3(a)(2) whether acting in
its individual or fiduciary capacity; and insurance company
as defined in paragraph (13) of this subsection; an
investment company registered under the Investment
Company Act of 1940 or a business development company
as defined in section 2(a)(48) of that Act; a Small Business
Investment Company licensed by the Small Business
Administration; or an employee benefit plan, including an
individual retirement account, which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974, if the investment decision is made by
5
a plan fiduciary, as defined in section 3(21) of such Act,
which is either a bank, insurance company, or registered
investment adviser; or
(ii) any person who, on the basis of such factors as
financial sophistication, net worth, knowledge, and
experience in financial matters, or amount of assets under
management qualifies as an accredited investor under rules
and regulations which the Commission shall prescribe.
(16) [Security Future; Narrow-Based Security Index;
Security Futures Product]
The terms “security future,” “narrowbased security index,” and
“security futures product” have the same meanings as provided in section
3(a)(55) of the Securities Exchange Act of 1934.
(17) [swap, security-based swap]
The terms “swap” and “security-based swap” have the same meanings
as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).
(18) [purchase, sale]
17
The terms “purchase” or “sale” of a security-based swap shall be
deemed to mean the execution, termination (prior to its scheduled maturity
date), assignment, exchange, or similar transfer or conveyance of, or
extinguishing of rights or obligations under, a security-based swap, as the
context may require.
(19) [emerging growth company]
The term “emerging growth company” means an issuer that had total
annual gross revenues of less than $1,000,000,000 (as such amount is
indexed for inflation every 5 years by the Commission to reflect the
change in the Consumer Price Index for All Urban Consumers published
by the Bureau of Labor Statistics, setting the threshold to the nearest
1,000,000) during its most recently completed fiscal year. An issuer that is
an emerging growth company as of the first day of that fiscal year shall
continue to be deemed an emerging growth company until the earliest of—
(A) The last day of the fiscal year of the issuer during
which it had total annual gross revenues of $1,000,000,000
(as such amount is indexed for inflation every 5 years by the
Commission to reflect the change in the Consumer Price
Index for All Urban Consumers published by the Bureau of
Labor Statistics, setting the threshold to the nearest
1,000,000) or more;
(B) The last day of the fiscal year of the issuer following
the fifth anniversary of the date of the first sale of common
equity securities of the issuer pursuant to an effective
registration statement under this title;
(C) The date on which such issuer has, during the previous
3-year period, issued more than $1,000,000,000 in non-
convertible debt; or
(D) The date on which such issuer is deemed to be a “large
accelerated filer,” as defined in Section 240.12b-2 of Title
17, Code of Federal Regulations, or any successor thereto.
(b) [Efficiency, Competition and Capital Formation]
CONSIDERATION OF PROMOTION OF EFFICIENCY,
COMPETITION, AND CAPITAL FORMATION. Whenever pursuant to
this title the Commission is engaged in rulemaking and is required
to consider or determine whether an action is necessary or
appropriate in the public interest, the Commission shall also
consider, in addition to the protection of investors, whether the
action will promote efficiency, competition, and capital formation.
18
Sec.2A. SWAP AGREEMENTS
(a) [Reserved.]
(b) SECURITY-BASED SWAP AGREEMENTS.—
(1) The definition of “security” in section 2(a)(1) of this title
does not include any security-based swap agreement (as defined
in section 3(a)(78) of the Securities Exchange Act of 1934).
(2) The Commission is prohibited from registering, or
requiring, recommending, or suggesting, the registration under
this title of any security-based swap agreement (as defined in
section 3(a)(78) of the Securities Exchange Act of 1934). If the
Commission becomes aware that a registrant has filed a
registration statement with respect to such a swap
6
agreement, the Commission shall promptly so notify the
registrant. Any such registration statement with respect to such a
swap agreement shall be void and of no force or effect.
(3) The Commission is prohibited from—
(A) promulgating, interpreting, or enforcing rules; or
(B) issuing orders of general applicability;
under this title in a manner that imposes or specifies reporting or
recordkeeping requirements, procedures, or standards as
prophylactic measures against fraud, manipulation, or insider
trading with respect to any security-based swap agreement (as
defined in section 3(a)(78) of the Securities Exchange Act of
1934).
(4) References in this title to the “purchase” or “sale” of a
security-based swap agreement shall be deemed to mean the
execution, termination (prior to its scheduled maturity date),
assignment, exchange, or similar transfer or conveyance of, or
extinguishing of rights or obligations under, a security-based
swap agreement (as defined in section 3(a)(78) of the Securities
Exchange Act of 1934), as the context may require.
19
(2) Any security issued or guaranteed by the United States or
any territory thereof, or by the District of Columbia, or by any
State of the United States, or by any political subdivision of a
State or Territory, or by any public instrumentality of one or
more States or Territories, or by any person controlled or
supervised by and acting as an instrumentality of the
Government of the United States pursuant to authority granted
by the Congress of the United States; or any certificate of
deposit for any of the foregoing; or any security issued or
guaranteed by any bank; or any security issued by or
representing an interest in or a direct obligation of a Federal
Reserve bank; or any interest or participation in any common
trust fund or similar fund that is excluded from the definition of
the term “investment company” under section 3(c)(3) of the
Investment Company Act of 1940; or any security which is an
industrial development bond (as defined in section 103(c)(2) of
the Internal Revenue Code of 1954) the interest on which is
excludable from gross income under section 103(a)(1) of such
Code if, by reason of the application of paragraph (4) or (6) of
section 103(c) of such Code (determined as if paragraphs (4)(A),
(5), and (7) were not included in such section 103 (c)), paragraph
(1) of such section 103(c) does not apply to such security; or any
interest or participation in a single trust fund, or in a collective
trust fund maintained by a bank, or any security arising out of a
contract issued by an insurance company, which interest,
participation, or security is issued in connection with (A) a stock
bonus, pension, or profit-sharing plan which meets the
requirements for qualification under section 401 of the Internal
Revenue Code of 1954, (B) an annuity plan which meets the
requirements for the deduction of the employer’s contributions
under section 404(a)(2) of such Code, or (C) a governmental
plan as defined in section 414(d) of such Code which has been e
stablished by an employer for the exclusive benefit of its
employees or their beneficiaries for the purpose of distributing to
such employees or their beneficiaries the corpus and income of
the funds accumulated under such plan, if under such plan it is
impossible, prior to the satisfaction of all liabilities with respect
to such employees and their beneficiaries, for any part of the
corpus or income to be used for, or diverted to, purposes other
than the exclusive benefit of such employees or their
20
beneficiaries, other than any plan described in clause (A), (B), or
(C) of this paragraph (i) the contributions under which are held
in a single trust fund or in a separate account maintained by an
insurance company for a single employer and under which an
amount in excess of the employer’s contribution is allocated to
the purchase of securities (other than interests or participations
in the trust or separate account itself) issued by the employer or
any company directly or indirectly controlling, controlled by, or
under common control with the employer, (ii) which covers
employees
7
some or all of whom are employees within the meaning of
section 401(c)(1) of such Code, (other than a person
participating in a church plan who is described in section 414(e)
(3)(B) of the Internal Revenue Code of 1986), or (iii) which is a
plan funded by an annuity contract described in section 403(b) of
such Code (other than a retirement income account described in
section 403(b)(9) of the Internal Revenue Code of 1986, to the
extent that the interest or participation in such single trust fund
or collective trust fund is issued to a church, a convention or
association of churches, or an organization described in section
414(e)(3)(A) of such Code establishing or maintaining the
retirement income account or to a trust established by any such
entity in connection with the retirement income account). The
Commission, by rules and regulations or order, shall exempt
from the provisions of section 5 of this title any interest or
participation issued in connection with a stock bonus, pension,
profit-sharing, or annuity plan which covers employees some or
all of whom are employees within the meaning of section 401(c)
(1) of the Internal Revenue Code of 1954, if and to the extent
that the Commission determines this to be necessary or
appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the
policy and provisions of this title. For the purposes of this
paragraph, a security issued or guaranteed by a bank shall not
include any interest or participation in any collective trust fund
maintained by a bank; and the term “bank” means any national
bank, or any banking institution organized under the laws of any
State, Territory, or the District of Columbia, the business of
21
Discovering Diverse Content Through
Random Scribd Documents
Stitching.—A good way to secure equally spaced stitches by hand
sewing is to make use of bow springs or spacing dividers set to the
required distance. A more rapid way to accomplish the same thing is
possible by making use of a tracing wheel, if one is available of
suitable size and of the right spacing between the teeth. The hand
stitching may be done either with one needle or with two. If with
one it is best to sew a running stitch once around the seam and then
return, covering the alternate spaces left on the first round. It is
better, however, to use two needles, one on each end of one thread,
selected long enough to finish the sewing without piecing it, and to
proceed as illustrated in A and B, i. e., to draw one needle with its
thread through to the middle of the thread, as shown in A, and then
the other through the next hole, and so on alternately from opposite
directions, producing a stitch like that illustrated in B. It will, of
course, be understood that, in the illustration, the length of the
stitch is exaggerated in order to show the process plainly.
Trimming and Finishing.—When the sewing is finished the thread is
fastened by doubling over one or two of the stitches and drawing
the ends inside between the cover and lining. Then a line should be
tooled on the cover about 1⁄16 of an inch outside of the stitching,
and on this line the cover, lining and pocket are trimmed together.
The raw edges may be treated with water colour to give them a
finish. Finally the cover is moistened a little and folded back with
firm pressure in order to establish an even and permanent bend in
the leather.
TO DESIGN AND MAKE A DESK PAD
This requires the same kind of material as the letter rack and the
same operations, with the addition of riveting. After the stock is cut
out, trimmed and trued up at the edges, an outline of the design is
pasted on, as in the previous problem, and the design cut out. The
top is then bent over and riveted with a copper tack, having shaped
the head of the tack in the vise before inserting it. While the tack is
being riveted the finished head should be protected by placing it on
a lead block. Finally the edge should be filed to the shape shown in
the cross section, and the whole cleaned and polished.
Design for a letter opener
This problem is much like the first one described under metal work.
Sixteen-gauge copper is required. It may be bent by placing it
between two hard wood blocks in a vise and hammering it with a
rawhide mallet.
A CANDLE SHADE
The materials and tools for this problem are six ply card-board in
dull shades of gray, brown or green, and with mat surface; Japanese
paper of average thickness; passe-partout binding a little darker
than the card-board and of harmonizing colour; paste; a penknife
with a thin blade; and a water colour outfit.
Of the drawings included in the group on the opposite page one
shows a development of the surface of the candle shade which is the
subject of this problem. Referring to the elevation it will be seen that
if the edges AE and DH be continued until they meet at O, OE and
OH are really equal to the radii of the outer arc of the development
shown in the upper part of the group, and OA and OD, to the radii of
the inner arc. This upper developed surface really forms the pattern
of the candle shade.
Details of candle shade
A five-light fixture
DECORATIVE FORGINGS
CONCLUDING SUGGESTIONS
COUNTRY HOMES
To know what you prefer, instead of humbly saying amen to what the
world tells you you ought to prefer, is to have kept your soul alive.—
Robert Louis Stevenson
observers of American customs, who have studied the
K
een
development of our taste in house designing and furnishing, tell
us that the best expression of our art in architecture and home
decoration is to be found in our country homes. They do not
overlook, of course, a beautiful public building in this city or that,
perhaps ten altogether, or an occasional private residence on
Millionaire Avenue, which are monuments to the genius of the men
who created them and of which any country may be proud. What
they mean is that as a people we seek and secure the right
combination of utility and beauty in our homes more frequently in
the country than in the city.
At first thought such a criticism may seem to be an exaggeration. Is
it reasonable, we ask, that people of good sense, such as most
Americans are, really succeed better in planning, building, and
decorating the houses which they are to occupy but a few weeks in
the summer than they do in developing their city homes? We are
told that it is true and that there are good reasons for it.
Simplicity of Country Life.—It is the life in the country and at the
seashore that is the simple life, the natural life, the life that sets us
free from the accumulated burden of mere "things." Here we come
to forget for a time the many and find pleasure in the few. Here we
are to feel the joy of living. Nature is all about us, and she gives of
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