
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 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.
