54 STAT.] 76TH CONG. , 3D SESS.-CH. 686-AUG. 22 , 1940 except as a dividend or distribution to its security holders or in con- nection with a reorganization. DISTRIBUTION AND REPURCHASE OF SECURITIES: CLOSED-END COMPANIES SEC. 23. (a) 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) 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 offer- ing 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 the date of enact- ment of this Act or issued in accordance with the provisions of section 18 (d); or (5) under such other circumstances as the Com- mission may permit by rules and regulations or orders for the protection of investors. (c) 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 regis- tered 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 sub- mit 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. REGISTRATION OF SECURITIES UNDER SECURITIES ACT OF 1938 SEC. 24 . (a) In registering under the Securities Act of 1933 any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the informa- tion and documents specified in schedule A of said Act, may file a registration statement containing the following information and documents: (1) such copies of the registration statement filed by such company under this title, and of such reports filed by such com- pany pursuant to section 30 or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and (2) such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regu- lations as necessary or appropriate in the public interest or for the protection of investors. 825 Restriction on issue. Sale below current net asset value. Exceptions. Purchase, etc., of its own securities. Prviso. Where securities are stock. Registration state- ment. 48 Stat. 74 . 15 U. S. C. §77a- 77aa; Supp. V, if 77a- 77x.
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