--- kind: "section" citation: "15 U.S.C. § 80a–11" title: "15" title_heading: "Commerce and Trade" number: "80a–11" heading: "Offers to exchange securities" release: "119-102" date: "2026-07-12" url: "https://uscodex.org/usc/15/80a-11" units: - "Chapter 2D — Investment Companies and Advisers" - "Subchapter I — Investment Companies" --- # §80a–11. Offers to exchange securities - (a) **Approval by Commission for exchanges of securities on basis other than relative net asset value—** It shall be unlawful for any registered open-end [company](/usc/15/80a–2.md?p=a-8) or any principal underwriter for such a [company](/usc/15/80a–2.md?p=a-8) to make or cause to be made an offer to the holder of a [security](/usc/15/80a–2.md?p=a-36) of such [company](/usc/15/80a–2.md?p=a-8) or of any other open-end investment [company](/usc/15/80a–2.md?p=a-8) to [exchange](/usc/15/80a–2.md?p=a-14) his [security](/usc/15/80a–2.md?p=a-36) for a [security](/usc/15/80a–2.md?p=a-36) in the same or another such [company](/usc/15/80a–2.md?p=a-8) on any basis other than the relative net asset values of the respective [securities](/usc/15/80a–2.md?p=a-36) to be exchanged, unless the terms of the offer have first been submitted to and approved by the [Commission](/usc/15/80a–2.md?p=a-7) or are in accordance with such rules and regulations as the [Commission](/usc/15/80a–2.md?p=a-7) may have prescribed in respect of such offers which are in effect at the time such offer is made. For the purposes of this section, (A) an offer by a principal underwriter means an offer communicated to holders of [securities](/usc/15/80a–2.md?p=a-36) of a class or series but does not include an offer made by such principal underwriter to an individual investor in the course of a retail business conducted by such principal underwriter, and (B) the net asset value means the net asset value which is in effect for the purpose of determining the price at which the [securities](/usc/15/80a–2.md?p=a-36), or class or series of [securities](/usc/15/80a–2.md?p=a-36) involved, are offered for sale to the public either (1) at the time of the receipt by the offeror of the acceptance of the offer or (2) at such later times as is specified in the offer. - (b) **Application of section to offers pursuant to plan of reorganization—** The provisions of this section shall not apply to any offer made pursuant to any plan of [reorganization](/usc/15/80a–2.md?p=a-33), which is submitted to and requires the approval of the holders of at least a majority of the outstanding shares of the class or series to which the [security](/usc/15/80a–2.md?p=a-36) owned by the offeree belongs. - (c) **Application of section to specific exchange offers—** The provisions of [subsection (a)](#a) shall be applicable, irrespective of the basis of [exchange](/usc/15/80a–2.md?p=a-14), (1) to any offer of [exchange](/usc/15/80a–2.md?p=a-14) of any [security](/usc/15/80a–2.md?p=a-36) of a registered open-end [company](/usc/15/80a–2.md?p=a-8) for a [security](/usc/15/80a–2.md?p=a-36) of a registered unit investment trust or registered [face-amount certificate](/usc/15/80a–2.md?p=a-15) [company](/usc/15/80a–2.md?p=a-8); and (2) to any type of offer of [exchange](/usc/15/80a–2.md?p=a-14) of the [securities](/usc/15/80a–2.md?p=a-36) of registered unit investment trusts or registered [face-amount certificate](/usc/15/80a–2.md?p=a-15) [companies](/usc/15/80a–2.md?p=a-8) for the [securities](/usc/15/80a–2.md?p=a-36) of any other investment [company](/usc/15/80a–2.md?p=a-8). ## Source credit (Aug. 22, 1940, ch. 686, title I, § 11, 54 Stat. 808; Pub. L. 91–547, § 6, Dec. 14, 1970, 84 Stat. 1417.) ## Notes ### Editorial Notes ### Amendments 1970—Subsec. (b). Pub. L. 91–547 struck out item (1) designation of existing provisions and item (2) provision for nonapplication of this section to any offer made pursuant to the right of conversion, at the option of the holder, from one class or series into another class or series of securities issued by the same company upon such terms as are specified in the charter, certificate of incorporation, articles of association, by-laws, or trust indenture subject to which the securities to be converted were issued or are to be issued. ### Statutory Notes and Related Subsidiaries ### Effective Date of 1970 Amendment 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. ### Executive Documents ### 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, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.