15 USC Sec. 80a-11                                          01/05/2009




    Sec. 80a-11. Offers to exchange securities


    (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
      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.


    (Aug. 22, 1940, ch. 686, title I, Sec. 11, 54 Stat. 808; Pub. L. 91-
    547, Sec. 6, Dec. 14, 1970, 84 Stat. 1417.)


      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.


      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.
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