Securities Lawyer's Deskbook
                         published by The University of Cincinnati College of Law
UC Law logo


The
Investment Company Act of 1940





Section 7 -- Transactions by Unregistered Investment Companies


  1. 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 8 [15 USCS § 80a-8], 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);

    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 (a) shall not apply to transactions of an investment company which are merely incidental to its dissolution.

  2. 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 8 [15 USCS § 80a-8] or exempt under section 6 [15 USCS § 80a-6], 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 (b) shall not apply to transactions which are merely incidental to the dissolution of an investment company.

  3. 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.

  4. 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 8(a) [15 USCS § 80a-8(a)], 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 title 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 title against such company and that the issuance of such order is otherwise consistent with the public interest and the protection of investors.

  5. Disclosure by exempt charitable organizations. Each fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of this Act [15 USCS § 80a-3(c)(10)(B)] shall provide, to each donor to such fund, at the time of the donation or within 90 days after the date of enactment of this subsection, whichever is later, written information describing the material terms of the operation of such fund.


Legislative History


Aug. 22, 1940, ch 686, Title I, § 7, 54 Stat. 802; Dec. 8, 1995, P.L. 104-62, § 2(b), 109 Stat. 683.

Return to top

Notice to Users: The Deskbook is made available with the understanding that the University of Cincinnati College of Law is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. See Terms and Conditions of Use.  UC Brand Ingot

© Copyright 1998-2009, University of Cincinnati, All Rights Reserved
 Contact: ronald.jones@uc.edu