§ 80a-7. — Transactions by unregistered investment 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-7]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2D--INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I--INVESTMENT COMPANIES
Sec. 80a-7. Transactions by unregistered investment companies
(a) Prohibition of transactions in interstate commerce by companies
No investment company organized or otherwise created under the laws
of the United States or of a State and having a board of directors,
unless registered under section 80a-8 of this title, shall directly or
indirectly--
(1) offer for sale, sell, or deliver after sale, by the use of
the mails or any means or instrumentality of interstate commerce,
any security or any interest in a security, whether the issuer of
such security is such investment company or another person; or offer
for sale, sell, or deliver after sale any such security or interest,
having reason to believe that such security or interest will be made
the subject of a public offering by use of the mails or any means or
instrumentality of interstate commerce;
(2) purchase, redeem, retire, or otherwise acquire or attempt to
acquire, by use of the mails or any means or instrumentality of
interstate commerce, any security or any interest in a security,
whether the issuer of such security is such investment company or
another person;
(3) control any investment company which does any of the acts
enumerated in paragraphs (1) and (2) of this subsection;
(4) engage in any business in interstate commerce; or
(5) control any company which is engaged in any business in
interstate commerce.
The provisions of this subsection shall not apply to transactions of an
investment company which are merely incidental to its dissolution.
(b) Prohibition of transactions in interstate commerce by depositors or
trustees of companies
No depositor or trustee of or underwriter for any investment
company, organized or otherwise created under the laws of the United
States or of a State and not having a board of directors, unless such
company is registered under section 80a-8 of this title or exempt under
section 80a-6 of this title, shall directly or indirectly--
(1) offer for sale, sell, or deliver after sale, by use of the
mails or any means or instrumentality of interstate commerce, any
security or any interest in a security of which such company is the
issuer; or offer for sale, sell, or deliver after sale any such
security or interest, having reason to believe that such security or
interest will be made the subject of a public offering by use of the
mails or any means or instrumentality of interstate commerce;
(2) purchase, redeem, or otherwise acquire or attempt to
acquire, by use of the mails or any means or instrumentality of
interstate commerce, any security or any interest in a security of
which such company is the issuer; or
(3) sell or purchase for the account of such company, by use of
the mails or any means or instrumentality of interstate commerce,
any security or interest in a security, by whomever issued.
The provisions of this subsection shall not apply to transactions which
are merely incidental to the dissolution of an investment company.
(c) Prohibition of transactions in interstate commerce by promoters of
proposed investment companies
No promoter of a proposed investment company, and no underwriter for
such a promoter, shall make use of the mails or any means or
instrumentality of interstate commerce, directly or indirectly, to offer
for sale, sell, or deliver after sale, in connection with a public
offering, any preorganization certificate or subscription for such a
company.
(d) Prohibition of transactions in interstate commerce by companies not
organized under laws of the United States or a State; exceptions
No investment company, unless organized or otherwise created under
the laws of the United States or of a State, and no depositor or trustee
of or underwriter for such a company not so organized or created, shall
make use of the mails or any means or instrumentality of interstate
commerce, directly or indirectly, to offer for sale, sell, or deliver
after sale, in connection with a public offering, any security of which
such company is the issuer. Notwithstanding the provisions of this
subsection and of section 80a-8(a) of this title, the Commission is
authorized, upon application by an investment company organized or
otherwise created under the laws of a foreign country, to issue a
conditional or unconditional order permitting such company to register
under this subchapter, and to make a public offering of its securities
by use of the mails and means or instrumentalities of interstate
commerce, if the Commission finds that, by reason of special
circumstances or arrangements, it is both legally and practically
feasible effectively to enforce the provisions of this subchapter
against such company and that the issuance of such order is otherwise
consistent with the public interest and the protection of investors.
(e) Disclosure by exempt charitable organizations
Each fund that is excluded from the definition of an investment
company under section 80a-3(c)(10)(B) of this title shall provide, to
each donor to such fund, at the time of the donation or within 90 days
after December 8, 1995, whichever is later, written information
describing the material terms of the operation of such fund.
(Aug. 22, 1940, ch. 686, title I, Sec. 7, 54 Stat. 802; Pub. L. 104-62,
Sec. 2(b), Dec. 8, 1995, 109 Stat. 683.)
Amendments
1995--Subsec. (e). Pub. L. 104-62 added subsec. (e).
Effective Date of 1995 Amendment
Amendment by Pub. L. 104-62 applicable as defense to any claim in
administrative and judicial actions pending on or commenced after Dec.
8, 1995, that any person, security, interest, or participation of type
described in Pub. L. 104-62 is subject to the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, or any State statute or regulation
preempted as provided in section 80a-3a of this title, except as
specifically provided in such statutes, see section 7 of Pub. L. 104-62,
set out as a note under section 77c 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-41 of this title.
