§ 80a-11. — Offers to exchange securities.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC80a-11]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2D--INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I--INVESTMENT COMPANIES
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 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.
(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.
Section Referred to in Other Sections
This section is referred to in sections 80a-6, 80a-12, 80a-22 of
this title.
