§ 80a-23. — Closedend companies.
[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-23]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2D--INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I--INVESTMENT COMPANIES
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 purchased.
(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.
Section Referred to in Other Sections
This section is referred to in sections 80a-6, 80a-62 of this title.
