[No. 1366] IN THE MATTER OF BUFFALO SECURITIES CORPORATION File No. 812-86. Promulgated July 28, 1941 (Investment Company Act of 1940-Section 6 (d)) EXEMPTIONS—SMALL, INTRASTATE CLOSED-END COMPANIES. An application pursuant to the provisions of Section 6 (d) of the Investment Company Act having been filed by a closed-end investment company for exemption from the provision of the Act, held, that it is appropriate and necessary in the public interest to grant exemption from certain provisions of the Act. FINDINGS AND ORDER OF THE COMMISSION The above-named applicant filed an application pursuant to Section 6 (d) of the Investment Company Act of 1940 for an order of exemption from the provisions of said Act on December 3, 1940. A public hearing having been duly held on the application, the Commission, having considered the record, makes the following findings: 1. Buffalo Securities Corporation, organized under the laws of the State of New York, is a closed-end management investment company as defined by the Investment Company Act of 1940. 2. Under its certificate of incorporation Buffalo Securities Corporation is authorized to issue 10,000 shares of common stock with a par value of $1 per share, and 50,000 shares of participating preferred stock with a par value of $1 per share, making a total amount of authorized capital stock of $60,000. The preferred stock, at present, has no voting rights under the certificate of incorporation and dividends on this stock are noncumulative. 3. As of December 2, 1940 the corporation had issued and outstanding 870 shares of preferred stock and 270 shares of common stock for which the corporation had received $1,140. The aggregate sums received by Buffalo Securities Corporation from the sale of all its outstanding securities, plus the aggregate offering price of all securities of which such company is the issuer and which it proposes to offer for sale, is estimated to be approximately $75.000. 4. At December 2, 1940 the corporation had three common stockholders and eleven preferred stockholders. All of such stockholders were residents of the State of New York at the time of the purchase of the corporation's stock. It is the intention and purpose of the cor 9 S. E. C.-I. C.-171 poration to sell its stock only to residents of the State of New York. It is not intended to sell the stock through underwriters, dealers, agents or salesmen, but only through personal solicitation by officers of the applicant without the payment of any selling fees or commissions. 5. The investment policy of Buffalo Securities Corporation is stated to be the acquisition of securities issued by corporations with which the directors of the corporation are connected or familiar when such securities may be advantageously acquired. It also proposes to acquire stocks, bonds, notes, mortgages, real estate, and other property with which its directors are familiar. 6. It is not contrary to the public interest or inconsistent with the protection of investors to grant the exemption hereinafter provided, and it is necessary and appropriate in the public interest that, except as specifically exempted, the applicant and all other persons in their transactions and relations with the applicant shall be subject to all of the provisions of the Investment Company Act of 1940 as though applicant were a registered investment company. Wherefore it is ordered that the applicant is hereby exempted from the provisions of Sections 7, 8 (except subsection (e) thereof in respect to reports required to be filed pursuant to Section 30 (b) (2)), 10 (except subsections (c) and (e) thereof), 12 (except subsections (a) and (d) thereof), 13 (except paragraph (4) of subsection (a) thereof), 21, 24, 30 (except subsection (d) and paragraph (2) of subsection (b) thereof), 31 (c), and 32 (except subsection (c) thereof), and no others: Provided, that the applicant shall continue to comply with the conditions of Section 6 (d) (1) and (2) of the Investment Company Act of 1940 and shall at all times maintain its classification as defined in Section 5 (a) (2) of the Act, and It is further ordered that every person who by virtue of his transactions or relations with or in regard to the applicant is subject to the provisions of Sections 20 (a) or 30 (f) of the Investment Company Act of 1940 is hereby exempted from the provisions of those sections but only so far as his relations or transactions with or in regard to the applicant are concerned; and It is further ordered, pursuant to the power vested in the Commission by Section 6 (e) of the Investment Company Act of 1940, that except as heretofore specifically exempted the applicant and all other persons in their transactions and relations with the applicant shall be subject to all of the provisions of the Investment Company Act of 1940 and to all rules, regulations and orders adopted in connection with such provisions, as though said applicant were an investment ngary duly registered under the provisions of said Act. 3 he Commission: (Chairman Eicher and Commissioners Pike and Del Ommissioner Healy being absent and not participating. |