CITE
15 USC Sec. 80a-23 01/05/2009
EXPCITE
TITLE 15 - COMMERCE AND TRADE
CHAPTER 2D - INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I - INVESTMENT COMPANIES
HEAD
Sec. 80a-23. Closed-end companies
STATUTE
(a) Issuance of securities
No registered closed-end company shall issue any of its
securities (1) for services; or (2) for property other than cash or
securities (including securities of which such registered company
is the issuer), except as a dividend or distribution to its
security holders or in connection with a reorganization.
(b) Sale of common stock at price below current net asset value
No registered closed-end company shall sell any common stock of
which it is the issuer at a price below the current net asset value
of such stock, exclusive of any distributing commission or discount
(which net asset value shall be determined as of a time within
forty-eight hours, excluding Sundays and holidays, next preceding
the time of such determination), except (1) in connection with an
offering to the holders of one or more classes of its capital
stock; (2) with the consent of a majority of its common
stockholders; (3) upon conversion of a convertible security in
accordance with its terms; (4) upon the exercise of any warrant
outstanding on August 22, 1940, or issued in accordance with the
provisions of section 80a-18(d) of this title; or (5) under such
other circumstances as the Commission may permit by rules and
regulations or orders for the protection of investors.
(c) Purchase of securities of which it is issuer; exceptions
No registered closed-end company shall purchase any securities of
any class of which it is the issuer except -
(1) on a securities exchange or such other open market as the
Commission may designate by rules and regulations or orders:
Provided, That if such securities are stock, such registered
company shall, within the preceding six months, have informed
stockholders of its intention to purchase stock of such class by
letter or report addressed to stockholders of such class; or
(2) pursuant to tenders, after reasonable opportunity to submit
tenders given to all holders of securities of the class to be
purchased; or
(3) under such other circumstances as the Commission may permit
by rules and regulations or orders for the protection of
investors in order to insure that such purchases are made in a
manner or on a basis which does not unfairly discriminate against
any holders of the class or classes of securities to be
purchased.
SOURCE
(Aug. 22, 1940, ch. 686, title I, Sec. 23, 54 Stat. 825.)
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.