CITE
15 USC Sec. 80a-11 01/05/2009
EXPCITE
TITLE 15 - COMMERCE AND TRADE
CHAPTER 2D - INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I - INVESTMENT COMPANIES
HEAD
Sec. 80a-11. Offers to exchange securities
STATUTE
(a) Approval by Commission for exchanges of securities on basis
other than relative net asset value
It shall be unlawful for any registered open-end company or any
principal underwriter for such a company to make or cause to be
made an offer to the holder of a security of such company or of any
other open-end investment company to exchange his security for a
security in the same or another such company on any basis other
than the relative net asset values of the respective securities to
be exchanged, unless the terms of the offer have first been
submitted to and approved by the Commission or are in accordance
with such rules and regulations as the Commission may have
prescribed in respect of such offers which are in effect at the
time such offer is made. For the purposes of this section, (A) an
offer by a principal underwriter means an offer communicated to
holders of securities of a class or series but does not include an
offer made by such principal underwriter to an individual investor
in the course of a retail business conducted by such principal
underwriter, and (B) the net asset value means the net asset value
which is in effect for the purpose of determining the price at
which the securities, or class or series of securities involved,
are offered for sale to the public either (1) at the time of the
receipt by the offeror of the acceptance of the offer or (2) at
such later times as is specified in the offer.
(b) Application of section to offers pursuant to plan of
reorganization
The provisions of this section shall not apply to any offer made
pursuant to any plan of reorganization, which is submitted to and
requires the approval of the holders of at least a majority of the
outstanding shares of the class or series to which the security
owned by the offeree belongs.
(c) Application of section to specific exchange offers
The provisions of subsection (a) of this section shall be
applicable, irrespective of the basis of exchange, (1) to any offer
of exchange of any security of a registered open-end company for a
security of a registered unit investment trust or registered face-
amount certificate company; and (2) to any type of offer of
exchange of the securities of registered unit investment trusts or
registered face-amount certificate companies for the securities of
any other investment company.
SOURCE
(Aug. 22, 1940, ch. 686, title I, Sec. 11, 54 Stat. 808; Pub. L. 91-
547, Sec. 6, Dec. 14, 1970, 84 Stat. 1417.)
AMENDMENTS
1970 - Subsec. (b). Pub. L. 91-547 struck out item (1)
designation of existing provisions and item (2) provision for
nonapplication of this section to any offer made pursuant to the
right of conversion, at the option of the holder, from one class or
series into another class or series of securities issued by the
same company upon such terms as are specified in the charter,
certificate of incorporation, articles of association, by-laws, or
trust indenture subject to which the securities to be converted
were issued or are to be issued.
EFFECTIVE DATE OF 1970 AMENDMENT
Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section
30 of Pub. L. 91-547, set out as a note under section 80a-52 of
this title.
TRANSFER OF FUNCTIONS
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg.
Plan No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
64 Stat. 1265, set out under section 78d of this title.