dreamproit/uscode huggingface dataset:
15 U.S.C. § 80a–47 (COMMERCE AND TRADE)
§ 80a–47. Liability of controlling persons; preventing compliance with subchapter
(a) Procurement
It shall be unlawful for any person, directly or indirectly, to cause to be done any act or thing through or by means of any other person which it would be unlawful for such person to do under the provisions of this subchapter or any rule, regulation, or order thereunder.
(b) Substantially assisting a violation
For purposes of any action brought by the Commission under subsection (d) or (e) of section 80a–41 of this title, any person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this subchapter, or of any rule or regulation issued under this subchapter, shall be deemed to be in violation of such provision to the same extent as the person to whom such assistance is provided.
(c) Obstructing compliance
It shall be unlawful for any person without just cause to hinder, delay, or obstruct the making, filing, or keeping of any information, document, report, record, or account required to be made, filed, or kept under any provision of this subchapter or any rule, regulation, or order thereunder.
(Aug. 22, 1940, ch. 686, title I, § 48, 54 Stat. 846; Pub. L. 111–203, title IX, § 929M(b), July 21, 2010, 124 Stat. 1861.)
heading: Amendments
text: 2010—Subsecs. (b), (c). Pub. L. 111–203 added subsec. (b) and redesignated former subsec. (b) as (c).
heading: Effective Date of 2010 Amendment
text: Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 80a–48 (COMMERCE AND TRADE)
§ 80a–48. Penalties
Any person who willfully violates any provision of this subchapter or of any rule, regulation, or order hereunder, or any person who willfully in any registration statement, application, report, account, record, or other document filed or transmitted pursuant to this subchapter or the keeping of which is required pursuant to section 80a–30(a) of this title makes any untrue statement of a material fact or omits to state any material fact necessary in order to prevent the statements made therein from being materially misleading in the light of the circumstances under which they were made, shall upon conviction be fined not more than $10,000 or imprisoned not more than five years, or both; but no person shall be convicted under this section for the violation of any rule, regulation, or order if he proves that he had no actual knowledge of such rule, regulation, or order.
(Aug. 22, 1940, ch. 686, title I, § 49, 54 Stat. 846; Pub. L. 94–29, § 27(e), June 4, 1975, 89 Stat. 163.)
heading: Amendments
text: 1975—Pub. L. 94–29 substituted “or imprisoned not more than five years” for “or imprisoned not more than two years”.
heading: Effective Date of 1975 Amendment
text: Amendment by Pub. L. 94–29 effective June 4, 1975, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title.
15 U.S.C. § 80a–49 (COMMERCE AND TRADE)
§ 80a–49. Construction with other laws
Except where specific provision is made to the contrary, nothing in this subchapter shall affect (1) the jurisdiction of the Commission under the Securities Act of 1933 [15 U.S.C. 77a et seq.], the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], the Trust Indenture Act of 1939 [15 U.S.C. 77aaa et seq.], or subchapter II of this chapter, over any person, security, or transaction, or (2) the rights, obligations, duties, or liabilities of any person under such Acts; nor shall anything in this subchapter affect the jurisdiction of any other commission, board, agency, or officer of the United States or of any State or political subdivision of any State, over any person, security, or transaction, insofar as such jurisdiction does not conflict with any provision of this subchapter or of any rule, regulation, or order hereunder.
(Aug. 22, 1940, ch. 686, title I, § 50, 54 Stat. 846; Pub. L. 111–203, title IX, § 986(c)(4), July 21, 2010, 124 Stat. 1936.)
heading: References in Text
text: The Securities Act of 1933, referred to in text, is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.
The Securities Exchange Act of 1934, referred to in text, is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables.
The Trust Indenture Act of 1939, referred to in text, is title III of act May 27, 1933, ch. 38, as added Aug. 3, 1939, ch. 411, 53 Stat. 1149, which is classified generally to subchapter III (§ 77aaa et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77aaa of this title and Tables.
heading: Amendments
text: 2010—Pub. L. 111–203 struck out “the Public Utility Holding Company Act of 1935,” after “the Securities Exchange Act of 1934,”.
heading: Effective Date of 2010 Amendment
text: Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
heading: Transfer of Functions
text: For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.
15 U.S.C. § 80a–50 (COMMERCE AND TRADE)
§ 80a–50. Separability
If any provision of this subchapter or any provision incorporated in this subchapter by reference, or the application of any such provision to any person or circumstances, shall be held invalid, the remainder of this subchapter and the application of any such provision to person or circumstances other than those as to which it is held invalid shall not be affected thereby.
(Aug. 22, 1940, ch. 686, title I, § 51, 54 Stat. 846.)
15 U.S.C. § 80a–51 (COMMERCE AND TRADE)
§ 80a–51. Short title
This subchapter may be cited as the “Investment Company Act of 1940”.
(Aug. 22, 1940, ch. 686, title I, § 52, 54 Stat. 847.)
heading: Short Title of 1996 Amendment
text: Pub. L. 104–290, title II, § 201, Oct. 11, 1996, 110 Stat. 3426, provided that: “This title [amending sections 80a–2, 80a–3, 80a–12, 80a–24, 80a–26, 80a–27, 80a–29, 80a–30, 80a–34, and 80b–5 of this title and enacting provisions set out as notes under sections 80a–2, 80a–3, and 80a–24 of this title] may be cited as the ‘Investment Company Act Amendments of 1996’.”
heading: Short Title of 1995 Amendment
text: Pub. L. 104–62, § 1(a), Dec. 8, 1995, 109 Stat. 682, provided that: “This Act [enacting section 80a–3a of this title, amending sections 77c, 78c, 78l, 80a–3, 80a–7, and 80b–3 of this title, and enacting provisions set out as a note under section 77c of this title] may be cited as the ‘Philanthropy Protection Act of 1995’.”
heading: Short Title of 1980 Amendment
text: Pub. L. 96–477, § 1, Oct. 21, 1980, 94 Stat. 2275, provided that: “That this Act [enacting sections 80a–53 to 80a–64 and 80c to 80c–3 of this title, amending sections 77b, 77c, 77d, 77s, 77ddd, 78c, 78kk, 80a–2, 80a–3, 80a–6, 80a–46, 80b–2, 80b–3, and 80b–5 of this title, and enacting provisions set out as notes under sections 77a and 80c of this title] may be cited as the ‘Small Business Investment Incentive Act of 1980’.”
heading: Short Title of 1970 Amendment
text: Pub. L. 91–547, § 1, Dec. 14, 1970, 84 Stat. 1413, provided: “That this Act [enacting section 80b–6a of this title, amending sections 77b, 77c, 78c, 78l, 80a–2, 80a–3, 80a–8 to 80a–13, 80a–15, 80a–17 to 80a–19, 80a–22, 80a–24 to 80a–28, 80a–31, 80a–32, 80a–35, 80a–42, 80a–43, 80b–2, 80b–3, and 80b–5 of this title, and enacting provisions set out as notes under sections 77c and 80a–2 of this title] may be cited as the ‘Investment Company amendments Act of 1970’.”
15 U.S.C. § 80a–52 (COMMERCE AND TRADE)
§ 80a–52. Effective date
The effective date of the provisions of this subchapter, so far as the same relate to face-amount certificates or to face-amount certificate companies, is January 1, 1941. The effective date of provisions hereof, insofar as the same do not apply to face-amount certificates or face-amount certificate companies is November 1, 1940. Except as herein otherwise provided, every provision of this subchapter shall take effect on November 1, 1940.
(Aug. 22, 1940, ch. 686, title I, § 53, 54 Stat. 847; Pub. L. 100–181, title VI, § 624, Dec. 4, 1987, 101 Stat. 1262.)
heading: Amendments
text: 1987—Pub. L. 100–181 struck out at end of first sentence “: Provided, however, That any such face-amount certificate company may register prior to said date, as provided by section 80a–8 of this title, and such registration shall not operate to change or affect said effective date as to any such company or any face-amount certificates issued by it”.
heading: Effective Date of 1970 Amendment
text: Pub. L. 91–547, § 30, Dec. 14, 1970, 84 Stat. 1436, provided that:
“This Act [see Short Title note set out under section 80a–51 of this title] shall take effect on the date of its enactment [Dec. 14, 1970], except that—
“(1) sections (5)(a), (b), and (c); 8; 9(a); 11; 18; 24(a); and 25 (amending sections 10(a), (b), and (c) [section 80a–10(a), (b), and (c)]; 15 [section 80a–15]; 17(f) [section 80a–17(f)]; 19 [section 80a–19]; and 32(a) of the Investment Company Act of 1940 [section 80a–31(a)]; and sections 203(b) and 205 of the Investment Advisers Act of 1940 [sections 80b–3(b) and 80b–5 of this title], respectively) shall take effect upon the expiration of one year after the date of enactment of this Act [Dec. 14, 1970];
“(2) that part of section 5(d) which substitutes ‘interested persons’ for ‘affiliated persons’ in section 10(d) of the Investment Company Act of 1940 [section 80a–10(d) of this title] shall take effect upon the expiration of one year after the date of enactment of this Act [Dec. 14, 1970];
“(3) sections 16 and 17 (amending section 27 and 28 of the Investment Company Act of 1940 [sections 80a–27 and 80a–28 of this title]) shall take effect upon the expiration of six months after the date of enactment of this Act [Dec. 14, 1970]; and
“(4) that part of section 20 which adds a subsection (b) to section 36 of the Investment Company Act of 1940 [section 80a–35 of this title] shall take effect upon the expiration of eighteen months after the date of enactment of this Act [Dec. 14, 1970].”
15 U.S.C. § 80a–53 (COMMERCE AND TRADE)
§ 80a–53. Election to be regulated as business development company
(a) Eligibility
Any company defined in section 80a–2(a)(48)(A) and (B) of this title may elect to be subject to the provisions of sections 80a–54 through 80a–64 of this title by filing with the Commission a notification of election, if such company—
(1) has a class of its equity securities registered under section 78l of this title; or
(2) has filed a registration statement pursuant to section 78l of this title for a class of its equity securities.
(b) Form and manner of notification; effect
The Commission may, by rule, prescribe the form and manner in which notification of election under this section shall be given. A business development company shall be deemed to be subject to sections 80a–54 through 80a–64 of this title upon receipt by the Commission of such notification of election.
(c) Revocation or withdrawal of election
Whenever the Commission finds, on its own motion or upon application, that a business development company which has filed a notification of election pursuant to subsection (a) of this section has ceased to engage in business, the Commission shall so declare by order revoking such company’s election. Any business development company may voluntarily withdraw its election under subsection (a) of this section by filing a notice of withdrawal of election with the Commission, in a form and manner which the Commission may, by rule, prescribe. Such withdrawal shall be effective immediately upon receipt by the Commission.
(Aug. 22, 1940, ch. 686, title I, § 54, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2278; amended Pub. L. 100–181, title VI, § 625, Dec. 4, 1987, 101 Stat. 1262.)
heading: Amendments
text: 1987—Subsec. (a). Pub. L. 100–181 substituted “defined in section” for “defined in sections”.
15 U.S.C. § 80a–55 (COMMERCE AND TRADE)
§ 80a–55. Qualifications of directors
(a) Non-interested persons
A majority of a business development company’s directors or general partners shall be persons who are not interested persons of such company.
(b) Vacancies; suspension of provisions
If, by reason of the death, disqualification, or bona fide resignation of any director or general partner, a business development company does not meet the requirements of subsection (a) of this section, or the requirements of section 80a–15(f)(1) of this title with respect to directors, the operation of such provisions shall be suspended for a period of 90 days or for such longer period as the Commission may prescribe, upon its own motion or by order upon application, as not inconsistent with the protection of investors.
(Aug. 22, 1940, ch. 686, title I, § 56, as added Pub. L. 96–477, title I § 105, Oct. 21, 1980, 94 Stat. 2280.)
15 U.S.C. § 80a–57 (COMMERCE AND TRADE)
§ 80a–57. Changes in investment policy
No business development company shall, unless authorized by the vote of a majority of its outstanding voting securities or partnership interests, change the nature of its business so as to cease to be, or to withdraw its election as, a business development company.
(Aug. 22, 1940, ch. 686, title I, § 58, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2285.)
15 U.S.C. § 80a–58 (COMMERCE AND TRADE)
§ 80a–58. Incorporation of subchapter provisions
Notwithstanding the exemption set forth in section 80–6(f) of this title, sections 80a–1, 80a–2, 80a–3, 80a–4, 80a–5, 80a–6, 80a–9, 80a–10(f), 80a–15(a), (c), and (f), 80a–16(b), 80a–17(f) through (j), 80a–19(a), 80a–20(b), 80a–31(a) and (c), 80a–32 through 80a–46, and 80a–48 through 80a–52 of this title shall apply to a business development company to the same extent as if it were a registered closed-end investment company.
(Aug. 22, 1940, ch. 686, title I, § 59, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2285.)
15 U.S.C. § 80a–59 (COMMERCE AND TRADE)
§ 80a–59. Functions and activities of business development companies
Notwithstanding the exemption set forth in section 80a–6(f) of this title, section 80a–12 of this title shall apply to a business development company to the same extent as if it were a registered closed-end investment company, except that the Commission shall not prescribe any rule, regulation, or order pursuant to section 80a–12(a)(1) of this title governing the circumstances in which a business development company may borrow from a bank in order to purchase any security.
(Aug. 22, 1940, ch. 686, title I, § 60, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2285.)
15 U.S.C. § 80a–61 (COMMERCE AND TRADE)
§ 80a–61. Loans
Notwithstanding the exemption set forth in section 80a–6(f) of this title, section 80a–21 of this title shall apply to a business development company to the same extent as if it were a registered closed-end investment company, except that nothing in that section shall be deemed to prohibit—
(1) any loan to a director, officer, or employee of, or general partner in, a business development company for the purpose of purchasing securities of such company as part of an executive compensation plan, if such loan meets the requirements of section 80a–56(j) of this title; or
(2) any loan to a company controlled by a business development company, which companies could be deemed to be under common control solely because a third person controls such business development company.
(Aug. 22, 1940, ch. 686, title I, § 62, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2287.)
15 U.S.C. § 80a–62 (COMMERCE AND TRADE)
§ 80a–62. Distribution and repurchase of securities
Notwithstanding the exemption set forth in section 80a–6(f) of this title, section 80a–23 of this title shall apply to a business development company to the same extent as if it were a registered closed-end investment company, except as follows:
(1) The prohibitions of section 80a–23(a)(2) of this title shall not apply to any company which (A) is a wholly-owned subsidiary of, or directly or indirectly controlled by, a business development company, and (B) immediately after the issuance of any of its securities for property other than cash or securities, will not be an investment company within the meaning of section 80a–3(a) of this title.
(2) Notwithstanding the provisions of section 80a–23(b) of this title, a business development company may sell any common stock of which it is the issuer at a price below the current net asset value of such stock, and may sell warrants, options, or rights to acquire any such common stock at a price below the current net asset value of such stock, if—
(A) the holders of a majority of such business development company’s outstanding voting securities, and the holders of a majority of such company’s outstanding voting securities that are not affiliated persons of such company, approved such company’s policy and practice of making such sales of securities at the last annual meeting of shareholders or partners within one year immediately prior to any such sale, except that the shareholder approval requirements of this subparagraph shall not apply to the initial public offering by a business development company of its securities;
(B) a required majority (as defined in section 80a–56(o) of this title) of the directors of or general partners in such business development company have determined that any such sale would be in the best interests of such company and its shareholders or partners; and
(C) a required majority (as defined in section 80a–56(o) of this title) of the directors of or general partners in such business development company, in consultation with the underwriter or underwriters of the offering if it is to be underwritten, have determined in good faith, and as of a time immediately prior to the first solicitation by or on behalf of such company of firm commitments to purchase such securities or immediately prior to the issuance of such securities, that the price at which such securities are to be sold is not less than a price which closely approximates the market value of those securities, less any distributing commission or discount.
(3) A business development company may sell any common stock of which it is the issuer at a price below the current net asset value of such stock upon the exercise of any warrant, option, or right issued in accordance with section 80a–60(a)(3) of this title.
(Aug. 22, 1940, ch. 686, title I, § 63, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2288.)
15 U.S.C. § 80a–63 (COMMERCE AND TRADE)
§ 80a–63. Accounts and records
(a) Exception for business development company
Notwithstanding the exemption set forth in section 80a–6(f) of this title, section 80a–30 of this title shall apply to a business development company to the same extent as if it were a registered closed-end investment company, except that the reference to the financial statements required to be filed pursuant to section 80a–29 of this title shall be construed to refer to the financial statements required to be filed by such business development company pursuant to section 78m of this title.
(b) Risk factors statement; availability
(1) In addition to the requirements of subsection (a) of this section, a business development company shall file with the Commission and supply annually to its shareholders a written statement, in such form and manner as the Commission may, by rule, prescribe, describing the risk factors involved in an investment in the securities of a business development company due to the nature of such company’s investment portfolio and capital structure, and shall supply copies of such statement to any registered broker or dealer upon request.
(2) If the Commission finds it is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of this subchapter, the Commission may also require, by rule, any person who, acting as principal or agent, sells a security of a business development company to inform the purchaser of such securities, at or before the time of sale, of the existence of the risk statement prepared by such business development company pursuant to this subsection, and make such risk statement available on request. The Commission, in making such rules and regulations, shall consider, among other matters, whether any such rule or regulation would impose any unreasonable burdens on such brokers or dealers or unreasonably impair the maintenance of fair and orderly markets.
(Aug. 22, 1940, ch. 686, title I, § 64, as added Pub. L. 96–477, title I § 105, Oct. 21, 1980, 94 Stat. 2289; amended Pub. L. 104–290, title V, § 507, Oct. 11, 1996, 110 Stat. 3446.)
heading: Amendments
text: 1996—Subsec. (b)(1). Pub. L. 104–290 inserted “and capital structure” after “portfolio”.
15 U.S.C. § 80a–64 (COMMERCE AND TRADE)
§ 80a–64. Preventing compliance with subchapter; liability of controlling persons
Notwithstanding the exemption set forth in section 80a–6(f) of this title, section 80a–47 of this title shall apply to a business development company to the same extent as if it were a registered closed-end investment company, except that the provisions of section 80a–47(a) of this title shall not be construed to require any company which is not an investment company within the meaning of section 80a–3(a) of this title to comply with the provisions of this subchapter which are applicable to a business development company solely because such company is a wholly-owned subsidiary of, or directly or indirectly controlled by, a business development company.
(Aug. 22, 1940, ch. 686, title I, § 65, as added Pub. L. 96–477, title I, § 105, Oct. 21, 1980, 94 Stat. 2289.)
15 U.S.C. § 80b–1 (COMMERCE AND TRADE)
§ 80b–1. Findings
Upon the basis of facts disclosed by the record and report of the Securities and Exchange Commission made pursuant to section 79z–4 1 of this title, and facts otherwise disclosed and ascertained, it is found that investment advisers are of national concern, in that, among other things—
(1) their advice, counsel, publications, writings, analyses, and reports are furnished and distributed, and their contracts, subscription agreements, and other arrangements with clients are negotiated and performed, by the use of the mails and means and instrumentalities of interstate commerce;
(2) their advice, counsel, publications, writings, analyses, and reports customarily relate to the purchase and sale of securities traded on national securities exchanges and in interstate over-the-counter markets, securities issued by companies engaged in business in interstate commerce, and securities issued by national banks and member banks of the Federal Reserve System; and
(3) the foregoing transactions occur in such volume as substantially to affect interstate commerce, national securities exchanges, and other securities markets, the national banking system and the national economy.
(Aug. 22, 1940, ch. 686, title II, § 201, 54 Stat. 847.)
heading: References in Text
text: Section 79z–4 of this title, referred to in text, was repealed by Pub. L. 109–58, title XII, § 1263, Aug. 8, 2005, 119 Stat. 974.
heading: Transfer of Functions
text: For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.