dreamproit/uscode huggingface dataset:
15 U.S.C. § 80a–5 (COMMERCE AND TRADE)
§ 80a–5. Subclassification of management companies
(a) Open-end and closed-end companies
For the purposes of this subchapter, management companies are divided into open-end and closed-end companies, defined as follows:
(1) “Open-end company” means a management company which is offering for sale or has outstanding any redeemable security of which it is the issuer.
(2) “Closed-end company” means any management company other than an open-end company.
(b) Diversified and non-diversified companies
Management companies are further divided into diversified companies and non-diversified companies, defined as follows:
(1) “Diversified company” means a management company which meets the following requirements: At least 75 per centum of the value of its total assets is represented by cash and cash items (including receivables), Government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5 per centum of the value of the total assets of such management company and to not more than 10 per centum of the outstanding voting securities of such issuer.
(2) “Non-diversified company” means any management company other than a diversified company.
(c) Loss of status as diversified company
A registered diversified company which at the time of its qualification as such meets the requirements of paragraph (1) of subsection (b) of this section shall not lose its status as a diversified company because of any subsequent discrepancy between the value of its various investments and the requirements of said paragraph, so long as any such discrepancy existing immediately after its acquisition of any security or other property is neither wholly nor partly the result of such acquisition.
(Aug. 22, 1940, ch. 686, title I, § 5, 54 Stat. 800; Pub. L. 100–181, title VI, § 607, Dec. 4, 1987, 101 Stat. 1261.)
heading: Amendments
text: 1987—Subsec. (a)(2). Pub. L. 100–181 substituted “Closed-end” for “Close-end”.
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–19 (COMMERCE AND TRADE)
§ 80a–19. Payments or distributions
(a) Dividends; restriction; exception
It shall be unlawful for any registered investment company to pay any dividend, or to make any distribution in the nature of a dividend payment, wholly or partly from any source other than—
(1) such company’s accumulated undistributed net income, determined in accordance with good accounting practice and not including profits or losses realized upon the sale of securities or other properties; or
(2) such company’s net income so determined for the current or preceding fiscal year;
unless such payment is accompanied by a written statement which adequately discloses the source or sources of such payment. The Commission may prescribe the form of such statement by rules and regulations in the public interest and for the protection of investors.
(b) Long-term capital gains; limitation
It shall be unlawful in contravention of such rules, regulations, or orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors for any registered investment company to distribute long-term capital gains, as defined in title 26, more often than once every twelve months.
(Aug. 22, 1940, ch. 686, title I, § 19, 54 Stat. 821; Pub. L. 91–547, § 11, Dec. 14, 1970, 84 Stat. 1422; Pub. L. 99–514, § 2, Oct. 22, 1986, 100 Stat. 2095.)
heading: Amendments
text: 1986—Subsec. (b). Pub. L. 99–514 substituted “Internal Revenue Code of 1986” for “Internal Revenue Code of 1954”, which for purposes of codification was translated as “title 26” thus requiring no change in text.
1970—Pub. L. 91–547 designated existing provisions as subsec. (a) and added subsec. (b).
heading: Effective Date of 1970 Amendment
text: Amendment by Pub. L. 91–547 effective on expiration of one year after Dec. 14, 1970, see section 30(1) of Pub. L. 91–547, set out as a note under section 80a–52 of this title.
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–21 (COMMERCE AND TRADE)
§ 80a–21. Loans by management companies
It shall be unlawful for any registered management company to lend money or property to any person, directly or indirectly, if—
(a) the investment policies of such registered company, as recited in its registration statement and reports filed under this subchapter, do not permit such a loan; or
(b) such person controls or is under common control with such registered company; except that the provisions of this paragraph shall not apply to any loan from a registered company to a company which owns all of the outstanding securities of such registered company, except directors’ qualifying shares.
(Aug. 22, 1940, ch. 686, title I, § 21, 54 Stat. 822; Pub. L. 100–181, title VI, § 615, Dec. 4, 1987, 101 Stat. 1262.)
heading: Amendments
text: 1987—Subsec. (b). Pub. L. 100–181 struck out “to the extension or renewal of any such loan made prior to March 15, 1940, or” after “shall not apply”.
15 U.S.C. § 80a–23 (COMMERCE AND TRADE)
§ 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, § 23, 54 Stat. 825.)
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–32 (COMMERCE AND TRADE)
§ 80a–32. Filing of documents with Commission in civil actions
Every registered investment company which is a party and every affiliated person of such company who is a party defendant to any action or claim by a registered investment company or a security holder thereof in a derivative or representative capacity against an officer, director, investment adviser, trustee, or depositor of such company, shall file with the Commission, unless already so filed, (1) a copy of all pleadings, verdicts, or judgments filed with the court or served in connection with such action or claim, (2) a copy of any proposed settlement, compromise, or discontinuance of such action, and (3) a copy of such motions, transcripts, or other documents filed in or issued by the court or served in connection with such action or claim as may be requested in writing by the Commission. If any document referred to in clause (1) or (2)—
(A) is delivered to such company or party defendant, such document shall be filed with the Commission not later than ten days after the receipt thereof; or
(B) is filed in such court or delivered by such company or party defendant, such documents shall be filed with the Commission not later than five days after such filing or delivery.
(Aug. 22, 1940, ch. 686, title I, § 33, 54 Stat. 839; Pub. L. 91–547, § 19, Dec. 14, 1970, 84 Stat. 1428.)
heading: Amendments
text: 1970—Pub. L. 91–547 inserted provision for party acting in representative capacity and substituted provisions for prompt filing with the Commission of copies of all pleadings, verdicts, judgments, settlements, compromises, or discontinuances served or filed in suits by a registered investment company or a security holder thereof against an officer, director, investment adviser, trustee, or depositor of such company and of copies of motions, transcripts, or other documents if the Commission requests them for prior requirement that registered companies and their affiliated persons who are defendants in derivative suits involving an alleged breach of official duty transmit to the Commission copies of the pleadings and the record in such actions after a settlement or compromise of the action has been approved by a court of competent jurisdiction or a verdict or final judgment on the merits has been rendered, Commission use of information, and nondisclosure of identity of persons.
heading: Effective Date of 1970 Amendment
text: 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.
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–33 (COMMERCE AND TRADE)
§ 80a–33. Destruction and falsification of reports and records
(a) Willful destruction
It shall be unlawful for any person, except as permitted by rule, regulation, or order of the Commission, willfully to destroy, mutilate, or alter any account, book, or other document the preservation of which has been required pursuant to section 80a–30(a) or 80a–31(c) of this title.
(b) Untrue statements or omissions
It shall be unlawful for any person to make any untrue statement of a material fact 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. It shall be unlawful for any person so filing, transmitting, or keeping any such document to omit to state therein any fact necessary in order to prevent the statements made therein, in the light of the circumstances under which they were made, from being materially misleading. For the purposes of this subsection, any part of any such document which is signed or certified by an accountant or auditor in his capacity as such shall be deemed to be made, filed, transmitted, or kept by such accountant or auditor, as well as by the person filing, transmitting, or keeping the complete document.
(Aug. 22, 1940, ch. 686, title I, § 34, 54 Stat. 840.)
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–36 (COMMERCE AND TRADE)
§ 80a–36. Larceny and embezzlement
Whoever steals, unlawfully abstracts, unlawfully and willfully converts to his own use or to the use of another, or embezzles any of the moneys, funds, securities, credits, property, or assets of any registered investment company shall be deemed guilty of a crime, and upon conviction thereof shall be subject to the penalties provided in section 80a–48 of this title. A judgment of conviction or acquittal on the merits under the laws of any State shall be a bar to any prosecution under this section for the same act or acts.
(Aug. 22, 1940, ch. 686, title I, § 37, 54 Stat. 841.)
15 U.S.C. § 80a–38 (COMMERCE AND TRADE)
§ 80a–38. Procedure for issuance of rules and regulations
Subject to the provisions of chapter 15 of title 44 and regulations prescribed under the authority thereof, the rules and regulations of the Commission under this subchapter, and amendments thereof, shall be effective upon publication in the manner which the Commission shall prescribe, or upon such later date as may be provided in such rules and regulations.
(Aug. 22, 1940, ch. 686, title I, § 39, 54 Stat. 842.)
heading: Codification
text: “Chapter 15 of title 44” substituted in text for “the Federal Register Act” on authority of Pub. L. 90–620, § 2(b), Oct. 22, 1968, 82 Stat. 1305, the first section of which enacted Title 44, Public Printing and Documents.
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–39 (COMMERCE AND TRADE)
§ 80a–39. Procedure for issuance of orders
(a) Notice and hearing
Orders of the Commission under this subchapter shall be issued only after appropriate notice and opportunity for hearing. Notice to the parties to a proceeding before the Commission shall be given by personal service upon each party or by registered mail or certified mail or confirmed telegraphic notice to the party’s last known business address. Notice to interested persons, if any, other than parties may be given in the same manner or by publication in the Federal Register.
(b) Application verified under oath admissible as evidence
The Commission may provide, by appropriate rules or regulations, that an application verified under oath may be admissible in evidence in a proceeding before the Commission and that the record in such a proceeding may consist, in whole or in part, of such application.
(c) Parties
In any proceeding before the Commission, the Commission, in accordance with such rules and regulations as it may prescribe, shall admit as a party any interested State or State agency, and may admit as a party any representative of interested security holders, or any other person whose participation in the proceeding may be in the public interest or for the protection of investors.
(Aug. 22, 1940, ch. 686, title I, § 40, 54 Stat. 842; Pub. L. 86–507, § 1(15), June 11, 1960, 74 Stat. 201.)
heading: Amendments
text: 1960—Subsec. (a). Pub. L. 86–507 inserted “or certified mail” after “registered mail”.
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–40 (COMMERCE AND TRADE)
§ 80a–40. Hearings by Commission
Hearings may be public and may be held before the Commission, any member or members thereof, or any officer or officers of the Commission designated by it, and appropriate records thereof shall be kept.
(Aug. 22, 1940, ch. 686, title I, § 41, 54 Stat. 842.)
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–44 (COMMERCE AND TRADE)
§ 80a–44. Disclosure of information filed with Commission; copies
(a) The information contained in any registration statement, application, report, or other document filed with the Commission pursuant to any provision of this subchapter or of any rule or regulation thereunder (as distinguished from any information or document transmitted to the Commission) shall be made available to the public, unless and except insofar as the Commission, by rules and regulations upon its own motion, or by order upon application, finds that public disclosure is neither necessary nor appropriate in the public interest or for the protection of investors. Except as provided in section 78x(c) of this title, it shall be unlawful for any member, officer, or employee of the Commission to use for personal benefit, or to disclose to any person other than an official or employee of the United States or of a State, for official use, or for any such official or employee to use for personal benefit, any information contained in any document so filed or transmitted, if such information is not available to the public.
(b) Photostatic or other copies of information contained in documents filed with the Commission under this subchapter and made available to the public shall be furnished any person at such reasonable charge and under such reasonable limitations as the Commission shall prescribe.
(Aug. 22, 1940, ch. 686, title I, § 45, 54 Stat. 845; Pub. L. 101–550, title II, § 202(b)(1), Nov. 15, 1990, 104 Stat. 2715.)
heading: Amendments
text: 1990—Subsec. (a). Pub. L. 101–550 substituted “Except as provided in section 78x(c) of this title, it shall be unlawful” for “It shall be unlawful”.
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–45 (COMMERCE AND TRADE)
§ 80a–45. Reports by Commission; hiring and leasing authority
(a) Omitted
(b) Hiring and leasing authority
The provisions of section 78d(b) of this title shall be applicable with respect to the power of the Commission—
(1) to appoint and fix the compensation of such employees as may be necessary for carrying out its functions under this subchapter, and
(2) to lease and allocate such real property as may be necessary for carrying out its functions under this subchapter.
(Aug. 22, 1940, ch. 686, title I, § 46, 54 Stat. 845; Oct. 28, 1949, ch. 782, title XI, § 1106(a), 63 Stat. 972; Pub. L. 101–550, title I, § 104(c), Nov. 15, 1990, 104 Stat. 2714.)
heading: Codification
text: Subsection (a), which required the Securities and Exchange Commission to submit an annual report to Congress on the work of the Commission, terminated, effective May 15, 2000, pursuant to section 3003 of Pub. L. 104–66, as amended, set out as a note under section 1113 of Title 31, Money and Finance. See, also, page 191 of House Document No. 103–7.
heading: Amendments
text: 1990—Subsec. (b). Pub. L. 101–550 amended subsec. (b) generally. Prior to amendment, subsec. (b) related to appointment and compensation of employees.
1949—Subsec. (b). Act Oct. 28, 1949, substituted “Classification Act of 1949” for “Classification Act of 1923”.
heading: Repeals
text: Act Oct. 28, 1949, ch. 782, set out in the credit of this section, was repealed (subject to a savings clause) by Pub. L. 89–554, Sept. 6, 1966, § 8, 80 Stat. 632, 655.
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–46 (COMMERCE AND TRADE)
§ 80a–46. Validity of contracts
(a) Waiver of compliance as void
Any condition, stipulation, or provision binding any person to waive compliance with any provision of this subchapter or with any rule, regulation, or order thereunder shall be void.
(b) Equitable results; rescission; severance
(1) A contract that is made, or whose performance involves, a violation of this subchapter, or of any rule, regulation, or order thereunder, is unenforceable by either party (or by a nonparty to the contract who acquired a right under the contract with knowledge of the facts by reason of which the making or performance violated or would violate any provision of this subchapter or of any rule, regulation, or order thereunder) unless a court finds that under the circumstances enforcement would produce a more equitable result than nonenforcement and would not be inconsistent with the purposes of this subchapter.
(2) To the extent that a contract described in paragraph (1) has been performed, a court may not deny rescission at the instance of any party unless such court finds that under the circumstances the denial of rescission would produce a more equitable result than its grant and would not be inconsistent with the purposes of this subchapter.
(3) This subsection shall not apply (A) to the lawful portion of a contract to the extent that it may be severed from the unlawful portion of the contract, or (B) to preclude recovery against any person for unjust enrichment.
(Aug. 22, 1940, ch. 686, title I, § 47, 54 Stat. 845; Pub. L. 96–477, title I, § 104, Oct. 21, 1980, 94 Stat. 2277.)
heading: Amendments
text: 1980—Subsec. (b). Pub. L. 96–477 provided that a contract whose terms violated this subchapter or any rule, regulation, or order thereunder would be unenforceable by either party or by a nonparty to the contract who acquired a right under such contract with knowledge of the facts by reason of which the making or performance of the contract would violate this subchapter, struck out provisions declaring such contracts void as regards the rights of the violators or nonparties to the contract with actual knowledge of its illegality, authorized the court to enforce such contracts where the court found that under the circumstances enforcement would produce a more equitable result than nonenforcement and such enforcement would not be inconsistent with the purposes of this subchapter, authorized the same two-part test to save from rescission any portions of such contracts which had been performed, and provided that subsec. (b) was not to apply to a lawful portion of a contract to the extent it could be severed from an unlawful portion of such contract, or to preclude recovery against any person for unjust enrichment.