---
kind: "section"
citation: "15 U.S.C. § 80a–17"
title: "15"
title_heading: "Commerce and Trade"
number: "80a–17"
heading: "Transactions of certain affiliated persons and underwriters"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/80a-17"
units:
  - "Chapter 2D — Investment Companies and Advisers"
  - "Subchapter I — Investment Companies"
---

# §80a–17. Transactions of certain affiliated persons and underwriters

- (a) **Prohibited transactions—** It shall be unlawful for any affiliated [person](/usc/15/80a–2.md?p=a-28) or promoter of or principal underwriter for a registered investment [company](/usc/15/80a–2.md?p=a-8) (other than a [company](/usc/15/80a–2.md?p=a-8) of the character described in [section 80a–12(d)(3)(A)](/usc/15/80a–12.md) and (B) of this title), or any affiliated [person](/usc/15/80a–2.md?p=a-28) of such a [person](/usc/15/80a–2.md?p=a-28), promoter, or principal underwriter, acting as principal—
  - (1) knowingly to sell any [security](/usc/15/80a–2.md?p=a-36) or other property to such registered [company](/usc/15/80a–2.md?p=a-8) or to any [company](/usc/15/80a–2.md?p=a-8) controlled by such registered [company](/usc/15/80a–2.md?p=a-8), unless such sale involves solely (A) [securities](/usc/15/80a–2.md?p=a-36) of which the buyer is the [issuer](/usc/15/80a–2.md?p=a-22), (B) [securities](/usc/15/80a–2.md?p=a-36) of which the seller is the [issuer](/usc/15/80a–2.md?p=a-22) and which are part of a general offering to the holders of a class of its [securities](/usc/15/80a–2.md?p=a-36), or (C) [securities](/usc/15/80a–2.md?p=a-36) deposited with the trustee of a unit investment trust or periodic payment plan by the depositor thereof;
  - (2) knowingly to purchase from such registered [company](/usc/15/80a–2.md?p=a-8), or from any [company](/usc/15/80a–2.md?p=a-8) controlled by such registered [company](/usc/15/80a–2.md?p=a-8), any [security](/usc/15/80a–2.md?p=a-36) or other property (except [securities](/usc/15/80a–2.md?p=a-36) of which the seller is the [issuer](/usc/15/80a–2.md?p=a-22));
  - (3) to borrow money or other property from such registered [company](/usc/15/80a–2.md?p=a-8) or from any [company](/usc/15/80a–2.md?p=a-8) controlled by such registered [company](/usc/15/80a–2.md?p=a-8) (unless the borrower is controlled by the lender) except as permitted in [section 80a–21(b) of this title](/usc/15/80a–21.md?p=b); or
  - (4) to loan money or other property to such registered [company](/usc/15/80a–2.md?p=a-8), or to any [company](/usc/15/80a–2.md?p=a-8) controlled by such registered [company](/usc/15/80a–2.md?p=a-8), in contravention of such rules, regulations, or orders as the [Commission](/usc/15/80a–2.md?p=a-7) may, after consultation with and taking into consideration the views of the Federal banking agencies (as defined in [section 1813 of title 12](/usc/12/1813.md)), prescribe or issue consistent with the protection of investors.
- (b) **Application for exemption of proposed transaction from certain restrictions—** Notwithstanding [subsection (a)](#a), any [person](/usc/15/80a–2.md?p=a-28) may file with the [Commission](/usc/15/80a–2.md?p=a-7) an application for an order exempting a proposed transaction of the [applicant](/usc/15/7a.md?p=3) from one or more provisions of said subsection. The [Commission](/usc/15/80a–2.md?p=a-7) shall grant such application and issue such order of exemption if evidence establishes that—
  - (1) the terms of the proposed transaction, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any [person](/usc/15/80a–2.md?p=a-28) concerned;
  - (2) the proposed transaction is consistent with the policy of each registered investment [company](/usc/15/80a–2.md?p=a-8) concerned, as recited in its registration statement and reports filed under this subchapter; and
  - (3) the proposed transaction is consistent with the general purposes of this subchapter.
- (c) **Sale or purchase of merchandise from any company or furnishing of services incident to lessor-lessee relationship—** Notwithstanding [subsection (a)](#a), a [person](/usc/15/80a–2.md?p=a-28) may, in the ordinary course of business, sell to or purchase from any [company](/usc/15/80a–2.md?p=a-8) merchandise or may enter into a lessor-lessee relationship with any [person](/usc/15/80a–2.md?p=a-28) and furnish the services incident thereto.
- (d) **Joint or joint and several participation with company in transactions—** It shall be unlawful for any affiliated [person](/usc/15/80a–2.md?p=a-28) of or principal underwriter for a registered investment [company](/usc/15/80a–2.md?p=a-8) (other than a [company](/usc/15/80a–2.md?p=a-8) of the character described in [section 80a–12(d)(3)](/usc/15/80a–12.md?p=d-3) (A) and (B) of this title), or any affiliated [person](/usc/15/80a–2.md?p=a-28) of such a [person](/usc/15/80a–2.md?p=a-28) or principal underwriter, acting as principal to effect any transaction in which such registered [company](/usc/15/80a–2.md?p=a-8), or a [company](/usc/15/80a–2.md?p=a-8) controlled by such registered [company](/usc/15/80a–2.md?p=a-8), is a joint or a joint and several participant with such [person](/usc/15/80a–2.md?p=a-28), principal underwriter, or affiliated [person](/usc/15/80a–2.md?p=a-28), in contravention of such rules and regulations as the [Commission](/usc/15/80a–2.md?p=a-7) may prescribe for the purpose of limiting or preventing participation by such registered or controlled [company](/usc/15/80a–2.md?p=a-8) on a basis different from or less advantageous than that of such other participant. Nothing contained in this subsection shall be deemed to preclude any affiliated [person](/usc/15/80a–2.md?p=a-28) from acting as manager of any underwriting syndicate or other group in which such registered or controlled [company](/usc/15/80a–2.md?p=a-8) is a participant and receiving compensation therefor.
- (e) **Acceptance of compensation, commissions, fees, etc.** It shall be unlawful for any affiliated [person](/usc/15/80a–2.md?p=a-28) of a registered investment [company](/usc/15/80a–2.md?p=a-8), or any affiliated [person](/usc/15/80a–2.md?p=a-28) of such [person](/usc/15/80a–2.md?p=a-28)—
  - (1) acting as agent, to accept from any source any compensation (other than a regular salary or wages from such registered [company](/usc/15/80a–2.md?p=a-8)) for the purchase or sale of any property to or for such registered [company](/usc/15/80a–2.md?p=a-8) or any controlled [company](/usc/15/80a–2.md?p=a-8) thereof, except in the course of such [person](/usc/15/80a–2.md?p=a-28)’s business as an underwriter or [broker](/usc/15/80a–2.md?p=a-6); or
  - (2) acting as [broker](/usc/15/80a–2.md?p=a-6), in connection with the sale of [securities](/usc/15/80a–2.md?p=a-36) to or by such registered [company](/usc/15/80a–2.md?p=a-8) or any controlled [company](/usc/15/80a–2.md?p=a-8) thereof, to receive from any source a [commission](/usc/15/80a–2.md?p=a-7), fee, or other remuneration for effecting such transaction which exceeds (A) the usual and customary [broker](/usc/15/80a–2.md?p=a-6)’s [commission](/usc/15/80a–2.md?p=a-7) if the sale is effected on a [securities](/usc/15/80a–2.md?p=a-36) [exchange](/usc/15/80a–2.md?p=a-14), or (B) 2 per centum of the sales price if the sale is effected in connection with a secondary distribution of such [securities](/usc/15/80a–2.md?p=a-36), or (C) 1 per centum of the purchase or sale price of such [securities](/usc/15/80a–2.md?p=a-36) if the sale is otherwise effected unless the [Commission](/usc/15/80a–2.md?p=a-7) shall, by rules and regulations or order in the public interest and consistent with the protection of investors, permit a larger [commission](/usc/15/80a–2.md?p=a-7).
- (f) **Custody of securities—**
  - (1) Every registered management [company](/usc/15/80a–2.md?p=a-8) shall place and maintain its [securities](/usc/15/80a–2.md?p=a-36) and similar investments in the custody of (A) a [bank](/usc/15/80a–2.md?p=a-5) or [banks](/usc/15/80a–2.md?p=a-5) having the qualifications prescribed in paragraph (1) of [section 80a–26(a) of this title](/usc/15/80a–26.md?p=a) for the trustees of unit investment trusts; or (B) a [company](/usc/15/80a–2.md?p=a-8) which is a member of a [national securities exchange](/usc/15/80a–2.md?p=a-26) as defined in the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78a](/usc/15/78a.md) et seq.], subject to such rules and regulations as the [Commission](/usc/15/80a–2.md?p=a-7) may from time to time prescribe for the protection of investors; or (C) such registered [company](/usc/15/80a–2.md?p=a-8), but only in accordance with such rules and regulations or orders as the [Commission](/usc/15/80a–2.md?p=a-7) may from time to time prescribe for the protection of investors.
  - (2) Subject to such rules, regulations, and orders as the [Commission](/usc/15/80a–2.md?p=a-7) may adopt as necessary or appropriate for the protection of investors, a registered management [company](/usc/15/80a–2.md?p=a-8) or any such custodian, with the consent of the registered management [company](/usc/15/80a–2.md?p=a-8) for which it acts as custodian, may deposit all or any part of the [securities](/usc/15/80a–2.md?p=a-36) owned by such registered management [company](/usc/15/80a–2.md?p=a-8) in a system for the central handling of [securities](/usc/15/80a–2.md?p=a-36) established by a [national securities exchange](/usc/15/80a–2.md?p=a-26) or national [securities](/usc/15/80a–2.md?p=a-36) association registered with the [Commission](/usc/15/80a–2.md?p=a-7) under the [Securities](/usc/15/80a–2.md?p=a-36) Exchange Act of 1934 [[15 U.S.C. 78a](/usc/15/78a.md) et seq.], or such other [person](/usc/15/80a–2.md?p=a-28) as may be permitted by the [Commission](/usc/15/80a–2.md?p=a-7), pursuant to which system all [securities](/usc/15/80a–2.md?p=a-36) of any particular class or series of any [issuer](/usc/15/80a–2.md?p=a-22) deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such [securities](/usc/15/80a–2.md?p=a-36).
  - (3) Rules, regulations, and orders of the [Commission](/usc/15/80a–2.md?p=a-7) under this subsection, among other things, may make appropriate provision with respect to such matters as the earmarking, segregation, and hypothecation of such [securities](/usc/15/80a–2.md?p=a-36) and investments, and may provide for or require periodic or other inspections by any or all of the following: Independent public accountants, employees and agents of the [Commission](/usc/15/80a–2.md?p=a-7), and such other [persons](/usc/15/80a–2.md?p=a-28) as the [Commission](/usc/15/80a–2.md?p=a-7) may designate.
  - (4) No member of a [national securities exchange](/usc/15/80a–2.md?p=a-26) which trades in [securities](/usc/15/80a–2.md?p=a-36) for its own account may act as custodian except in accordance with rules and regulations prescribed by the [Commission](/usc/15/80a–2.md?p=a-7) for the protection of investors.
  - (5) If a registered [company](/usc/15/80a–2.md?p=a-8) maintains its [securities](/usc/15/80a–2.md?p=a-36) and similar investments in the custody of a qualified [bank](/usc/15/80a–2.md?p=a-5) or [banks](/usc/15/80a–2.md?p=a-5), the cash proceeds from the sale of such [securities](/usc/15/80a–2.md?p=a-36) and similar investments and other cash assets of the [company](/usc/15/80a–2.md?p=a-8) shall likewise be kept in the custody of such a [bank](/usc/15/80a–2.md?p=a-5) or [banks](/usc/15/80a–2.md?p=a-5), or in accordance with such rules and regulations or orders as the [Commission](/usc/15/80a–2.md?p=a-7) may from time to time prescribe for the protection of investors, except that such a registered [company](/usc/15/80a–2.md?p=a-8) may maintain a checking account in a [bank](/usc/15/80a–2.md?p=a-5) or [banks](/usc/15/80a–2.md?p=a-5) having the qualifications prescribed in paragraph (1) of [section 80a–26(a) of this title](/usc/15/80a–26.md?p=a) for the trustees of unit investment trusts with the balance of such account or the aggregate balances of such accounts at no time in excess of the amount of the fidelity bond, maintained pursuant to [subsection (g)](#g) covering the officers or employees authorized to draw on such account or accounts.
  - (6) The [Commission](/usc/15/80a–2.md?p=a-7) may, after consultation with and taking into consideration the views of the Federal banking agencies (as defined in [section 1813 of title 12](/usc/12/1813.md)), adopt rules and regulations, and issue orders, consistent with the protection of investors, prescribing the conditions under which a [bank](/usc/15/80a–2.md?p=a-5), or an affiliated [person](/usc/15/80a–2.md?p=a-28) of a [bank](/usc/15/80a–2.md?p=a-5), either of which is an affiliated [person](/usc/15/80a–2.md?p=a-28), promoter, organizer, or sponsor of, or principal underwriter for, a registered management [company](/usc/15/80a–2.md?p=a-8), may serve as custodian of that registered management [company](/usc/15/80a–2.md?p=a-8).
- (g) **Bonding of officers and employees having access to securities or funds—** The [Commission](/usc/15/80a–2.md?p=a-7) is authorized to require by rules and regulations or orders for the protection of investors that any officer or employee of a registered management investment [company](/usc/15/80a–2.md?p=a-8) who may singly, or jointly with others, have access to [securities](/usc/15/80a–2.md?p=a-36) or funds of any registered [company](/usc/15/80a–2.md?p=a-8), either directly or through authority to draw upon such funds or to direct generally the disposition of such [securities](/usc/15/80a–2.md?p=a-36) (unless the officer or employee has such access solely through his position as an officer or employee of a [bank](/usc/15/80a–2.md?p=a-5)) be bonded by a reputable fidelity [insurance company](/usc/15/80a–2.md?p=a-17) against larceny and embezzlement in such reasonable minimum amounts as the [Commission](/usc/15/80a–2.md?p=a-7) may prescribe.
- (h) **Provisions in charter, by-laws, etc., protecting against liability for willful misfeasance, etc.** After one year from the effective date of this subchapter, neither the charter, certificate of incorporation, articles of association, indenture of trust, nor the by-laws of any registered investment [company](/usc/15/80a–2.md?p=a-8), nor any other instrument pursuant to which such a [company](/usc/15/80a–2.md?p=a-8) is organized or administered, shall contain any provision which protects or purports to protect any [director](/usc/15/80a–2.md?p=a-12) or officer of such [company](/usc/15/80a–2.md?p=a-8) against any liability to the [company](/usc/15/80a–2.md?p=a-8) or to its [security](/usc/15/80a–2.md?p=a-36) holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
- (i) **Provisions in contracts protecting against willful misfeasance, etc.** After one year from the effective date of this subchapter no contract or [agreement](/usc/15/7a.md?p=2) under which any [person](/usc/15/80a–2.md?p=a-28) undertakes to act as [investment adviser](/usc/15/80b–2.md?p=a-11) of, or principal underwriter for, a registered investment [company](/usc/15/80a–2.md?p=a-8) shall contain any provision which protects or purports to protect such [person](/usc/15/80a–2.md?p=a-28) against any liability to such [company](/usc/15/80a–2.md?p=a-8) or its [security](/usc/15/80a–2.md?p=a-36) holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of his duties, or by reason of his reckless disregard of his obligations and duties under such contract or [agreement](/usc/15/7a.md?p=2).
- (j) **Rules and regulations prohibiting fraudulent, deceptive or manipulative courses of conduct—** It shall be unlawful for any affiliated [person](/usc/15/80a–2.md?p=a-28) of or principal underwriter for a registered investment [company](/usc/15/80a–2.md?p=a-8) or any affiliated [person](/usc/15/80a–2.md?p=a-28) of an [investment adviser](/usc/15/80b–2.md?p=a-11) of or principal underwriter for a registered investment [company](/usc/15/80a–2.md?p=a-8), to engage in any act, practice, or course of business in connection with the purchase or sale, directly or indirectly, by such [person](/usc/15/80a–2.md?p=a-28) of any [security](/usc/15/80a–2.md?p=a-36) held or to be acquired by such registered investment [company](/usc/15/80a–2.md?p=a-8) in contravention of such rules and regulations as the [Commission](/usc/15/80a–2.md?p=a-7) may adopt to define, and prescribe means reasonably necessary to prevent, such acts, practices, or courses of business as are fraudulent, deceptive or manipulative. Such rules and regulations may include requirements for the adoption of codes of ethics by registered investment [companies](/usc/15/80a–2.md?p=a-8) and [investment advisers](/usc/15/80b–2.md?p=a-11) of, and principal underwriters for, such investment [companies](/usc/15/80a–2.md?p=a-8) establishing such standards as are reasonably necessary to prevent such acts, practices, or courses of business.

## Source credit

(Aug. 22, 1940, ch. 686, title I, § 17, 54 Stat. 815; Pub. L. 91–547, § 9, Dec. 14, 1970, 84 Stat. 1420; Pub. L. 100–181, title VI, § 612, Dec. 4, 1987, 101 Stat. 1261; Pub. L. 106–102, title II, §§ 211(a), 212, Nov. 12, 1999, 113 Stat. 1396; Pub. L. 111–203, title IX, § 985(d)(4), July 21, 2010, 124 Stat. 1934.)

## Notes

### Editorial Notes

### References in Text

The Securities Exchange Act of 1934, referred to in subsec. (f)(1)(B), (2), 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.

For the effective date of this subchapter, referred to in subsecs. (h) and (i), see section 80a–52 of this title.

### Amendments

2010—Subsec. (f)(4). Pub. L. 111–203, § 985(d)(4)(A), substituted “No member of a national securities exchange” for “No such member”.

Subsec. (f)(6). Pub. L. 111–203, § 985(d)(4)(B), substituted “company, may serve” for “company may serve”.

1999—Subsec. (a)(4). Pub. L. 106–102, § 212, added par. (4).

Subsec. (f). Pub. L. 106–102, § 211(a), inserted heading, designated first sentence as par. (1) and cls. (1) to (3) as (A) to (C), respectively, designated second through fifth sentences as pars. (2) to (5), respectively, and realigned margins, and added par. (6).

1987—Subsec. (h). Pub. L. 100–181 struck out second sentence which read as follows: “In the event that any such instrument does not at the effective date of this chapter comply with the requirements of this subsection and is not amended to comply therewith prior to the expiration of said one year, such company may nevertheless continue to be a registered investment company and shall not be deemed to violate this subsection if prior to said expiration date each such director or officer shall have filed with the Commission a waiver in writing of any protective provision of the instrument to the extent that it does not comply with this subsection, and each such person subsequently elected or appointed shall before assuming office file a similar waiver.”

Subsec. (i). Pub. L. 100–181 struck out second sentence which read as follows: “In the event that any such contract or agreement does not at the effective date of this chapter comply with the requirements of this subsection and is not amended to comply therewith prior to the expiration of said one year, this subsection shall not be deemed to have been violated if prior to said expiration date each such investment adviser or principal underwriter shall have filed with the Commission a waiver in writing of any protective provision of the contract or agreement to the extent that it does not comply with this subsection.”

1970—Subsec. (f). Pub. L. 91–547, § 9(a), provided in cl. (1) for a registered investment company which is a collective fund maintained by a bank authority to keep its securities and similar investments in the custody of the sponsoring bank, authorized a registered management company or its custodian (with the consent of the management company), subject to the rulemaking power of the Commission, to deposit the securities of the management company in a central certificate depository established by a national securities exchange or a registered national securities association, and provided that if an investment company employs a bank as a custodian for securities and similar investments, then all of its cash assets, shall likewise be held by a bank, subject to direction as to expenditure and disposition by proper company officials, and provided for maintenance of a checking account or accounts in one or more banks in amounts not to exceed the amount of the fidelity bond covering persons authorized to draw on the accounts.

Subsec. (g). Pub. L. 91–547, § 9(b), substituted “officer or employee” for “officer and employee” and inserted “(unless the officer or employee has such access solely through his position as an officer or employee of a bank)” before “be bonded”.

Subsec. (j). Pub. L. 91–547, § 9(c), added subsec. (j).

### Statutory Notes and Related Subsidiaries

### Effective Date of 2010 Amendment

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.

### Effective Date of 1999 Amendment

Amendment by Pub. L. 106–102 effective 18 months after Nov. 12, 1999, see section 225 of Pub. L. 106–102, set out as a note under section 77c of this title.

### Effective Date of 1970 Amendment

Amendment by Pub. L. 91–547 effective Dec. 14, 1970, except that amendment by section 9(a) of Pub. L. 91–547 effective on expiration of one year after Dec. 14, 1970, see section 30 (introductory text and par. (1)) 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.