15 USC Sec. 80a-23                                          01/05/2009




    Sec. 80a-23. Closed-end companies


    (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


    (Aug. 22, 1940, ch. 686, title I, Sec. 23, 54 Stat. 825.)


      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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