---
kind: "range"
citation: "15 U.S.C. §§ 80a–32–80a–46"
title: "15"
from: "80a–32"
to: "80a–46"
count: 15
release: "119-102"
url: "https://uscodex.org/usc/15/80a-32..80a-46"
---

# §80a–32. Filing of documents with Commission in civil actions


Every registered [investment company](/usc/15/77z–2.md?p=i-2) which is a party and every affiliated [person](/usc/15/80a–2.md?p=a-28) of such [company](/usc/15/80a–2.md?p=a-8) who is a party defendant to any action or claim by a registered [investment company](/usc/15/77z–2.md?p=i-2) or a [security](/usc/15/80a–2.md?p=a-36) holder thereof in a derivative or representative capacity against an officer, [director](/usc/15/80a–2.md?p=a-12), [investment adviser](/usc/15/6102.md?p=d-2-B-ii), trustee, or depositor of such [company](/usc/15/80a–2.md?p=a-8), shall file with the [Commission](/usc/15/80a–2.md?p=a-7), 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](/usc/15/80a–2.md?p=a-7). If any document referred to in clause (1) or (2)—

- (A) is delivered to such [company](/usc/15/80a–2.md?p=a-8) or party defendant, such document shall be filed with the [Commission](/usc/15/80a–2.md?p=a-7) not later than ten days after the receipt thereof; or
- (B) is filed in such court or delivered by such [company](/usc/15/80a–2.md?p=a-8) or party defendant, such documents shall be filed with the [Commission](/usc/15/80a–2.md?p=a-7) not later than five days after such filing or delivery.

# §80a–33. Destruction and falsification of reports and records

- (a) **Willful destruction—** It shall be unlawful for any [person](/usc/15/80a–2.md?p=a-28), except as permitted by rule, regulation, or [order](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7), willfully to destroy, mutilate, or alter any [account](/usc/15/1681a.md?p=r-4), book, or other document the preservation of which has been required pursuant to section [80a–30(a)](/usc/15/80a–30.md?p=a) or [80a–31(c)](/usc/15/80a–31.md?p=c) of this title.
- (b) **Untrue statements or omissions—** It shall be unlawful for any [person](/usc/15/80a–2.md?p=a-28) to make any untrue statement of a material fact in any [registration statement](/usc/15/77b.md?p=a-8), [application](/usc/15/77ccc.md?p=8), report, [account](/usc/15/1681a.md?p=r-4), record, or other document filed or transmitted pursuant to this subchapter or the keeping of which is required pursuant to [section 80a–30 (a)](/usc/15/80a–30.md?p=a) of this title. It shall be unlawful for any [person](/usc/15/80a–2.md?p=a-28) so filing, transmitting, or keeping any such document to omit to [state](/usc/15/80a–2.md?p=a-39) therein any fact necessary in [order](/usc/15/8702.md?p=14) 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](/usc/15/80a–2.md?p=a-28) filing, transmitting, or keeping the complete document.

# §80a–34. Unlawful representations and names

- (a) **Misrepresentation of guarantees—**
  - (1) **In general—** It shall be unlawful for any [person](/usc/15/80a–2.md?p=a-28), issuing or selling any [security](/usc/15/80a–2.md?p=a-36) of which a registered [investment company](/usc/15/77z–2.md?p=i-2) is the [issuer](/usc/15/80a–2.md?p=a-22), to represent or imply in any manner whatsoever that such [security](/usc/15/80a–2.md?p=a-36) or [company](/usc/15/80a–2.md?p=a-8)—
    - (A) has been guaranteed, sponsored, recommended, or approved by the United States, or any agency, instrumentality or officer of the United States;
    - (B) has been insured by the Federal Deposit Insurance Corporation; or
    - (C) is guaranteed by or is otherwise an obligation of any bank or [insured depository institution](#a-3).
  - (2) **Disclosures—** Any [person](/usc/15/80a–2.md?p=a-28) issuing or selling the [securities](/usc/15/80a–2.md?p=a-36) of a registered [investment company](/usc/15/77z–2.md?p=i-2) that is advised by, or sold through, a bank shall prominently disclose that an investment in the [company](/usc/15/80a–2.md?p=a-8) is not insured by the Federal Deposit Insurance Corporation or any other government agency. 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](/usc/15/8702.md?p=14), consistent with the protection of investors, prescribing the manner in which the disclosure under this paragraph shall be provided.
  - (3) **Definitions—** The terms “insured depository institution” and “appropriate Federal banking agency” have the same meanings as given in [section 1813 of title 12](/usc/12/1813.md).
- (b) **Unlawful representation of sponsorship by United States or agency thereof—** It shall be unlawful for any [person](/usc/15/80a–2.md?p=a-28) registered under any section of this subchapter, to represent or imply in any manner whatsoever that such [person](/usc/15/80a–2.md?p=a-28) has been sponsored, recommended, or approved, or that his abilities or qualifications have in any respect been passed upon by the United States or any agency or officer thereof.
- (c) **Statement of registration under securities provisions—** No provision of subsection [(a)](#a) or [(b)](#b) shall be construed to prohibit a statement that a [person](/usc/15/80a–2.md?p=a-28) or [security](/usc/15/80a–2.md?p=a-36) is registered under this chapter, the Securities Act of 1933 [[15 U.S.C. 77a](/usc/15/77a.md) et seq.], or 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.], if such statement is true in fact and if the effect of such registration is not misrepresented.
- (d) **Deceptive or misleading names—** It shall be unlawful for any registered [investment company](/usc/15/77z–2.md?p=i-2) to adopt as a part of the name or title of such [company](/usc/15/80a–2.md?p=a-8), or of any [securities](/usc/15/80a–2.md?p=a-36) of which it is the [issuer](/usc/15/80a–2.md?p=a-22), any word or words that the [Commission](/usc/15/80a–2.md?p=a-7) finds are materially deceptive or misleading. The [Commission](/usc/15/80a–2.md?p=a-7) is authorized, by rule, regulation, or [order](/usc/15/8702.md?p=14), to define such names or titles as are materially deceptive or misleading.

# §80a–35. Breach of fiduciary duty

- (a) **Civil actions by Commission; jurisdiction; allegations; injunctive or other relief—** The [Commission](/usc/15/80a–2.md?p=a-7) is authorized to bring an action in the proper district court of the United States, or in the United States court of any territory or other place subject to the jurisdiction of the United States, alleging that a [person](/usc/15/80a–2.md?p=a-28) who is, or at the time of the alleged misconduct was, serving or acting in one or more of the following capacities has engaged within five years of the commencement of the action or is about to engage in any act or practice constituting a breach of fiduciary duty involving personal misconduct in respect of any registered [investment company](/usc/15/77z–2.md?p=i-2) for which such [person](/usc/15/80a–2.md?p=a-28) so serves or acts, or at the time of the alleged misconduct, so served or acted—
  - (1) as officer, [director](/usc/15/80a–2.md?p=a-12), member of any [advisory board](/usc/15/80a–2.md?p=a-1), [investment adviser](#c), or depositor; or
  - (2) as principal underwriter, if such registered [company](/usc/15/80a–2.md?p=a-8) is an [open-end company](/usc/15/80a–5.md?p=a-1), [unit investment trust](/usc/15/80a–4.md?p=2), or [face-amount certificate company](/usc/15/80a–4.md?p=1).

  If such allegations are established, the court may enjoin such [persons](/usc/15/80a–2.md?p=a-28) from acting in any or all such capacities either permanently or temporarily and award such injunctive or other relief against such [person](/usc/15/80a–2.md?p=a-28) as may be reasonable and appropriate in the circumstances, having due regard to the protection of investors and to the effectuation of the policies declared in [section 80a–1(b) of this title](/usc/15/80a–1.md?p=b).

- (b) **Compensation or payments as basis of fiduciary duty; civil actions by Commission or security holder; burden of proof; judicial consideration of director or shareholder approval; persons liable; extent of liability; exempted transactions; jurisdiction; finding restriction—** For the purposes of this subsection, the [investment adviser](#c) of a registered [investment company](/usc/15/77z–2.md?p=i-2) shall be deemed to have a fiduciary duty with respect to the receipt of compensation for services, or of payments of a material nature, paid by such registered [investment company](/usc/15/77z–2.md?p=i-2) or by the [security](/usc/15/80a–2.md?p=a-36) holders thereof, to such [investment adviser](#c) or any affiliated [person](/usc/15/80a–2.md?p=a-28) of such [investment adviser](#c). An action may be brought under this subsection by the [Commission](/usc/15/80a–2.md?p=a-7), or by a [security](/usc/15/80a–2.md?p=a-36) holder of such registered [investment company](/usc/15/77z–2.md?p=i-2) on behalf of such [company](/usc/15/80a–2.md?p=a-8), against such [investment adviser](#c), or any affiliated [person](/usc/15/80a–2.md?p=a-28) of such [investment adviser](#c), or any other [person](/usc/15/80a–2.md?p=a-28) enumerated in [subsection (a)](#a) of this section who has a fiduciary duty concerning such compensation or payments, for breach of fiduciary duty in respect of such compensation or payments paid by such registered [investment company](/usc/15/77z–2.md?p=i-2) or by the [security](/usc/15/80a–2.md?p=a-36) holders thereof to such [investment adviser](#c) or [person](/usc/15/80a–2.md?p=a-28). With respect to any such action the following provisions shall apply:
  - (1) It shall not be necessary to allege or prove that any defendant engaged in personal misconduct, and the plaintiff shall have the burden of proving a breach of fiduciary duty.
  - (2) In any such action approval by the [board](/usc/15/205c.md?p=1) of [directors](/usc/15/80a–2.md?p=a-12) of such [investment company](/usc/15/77z–2.md?p=i-2) of such compensation or payments, or of contracts or other arrangements providing for such compensation or payments, and ratification or approval of such compensation or payments, or of contracts or other arrangements providing for such compensation or payments, by the shareholders of such [investment company](/usc/15/77z–2.md?p=i-2), shall be given such consideration by the court as is deemed appropriate under all the circumstances.
  - (3) No such action shall be brought or maintained against any [person](/usc/15/80a–2.md?p=a-28) other than the recipient of such compensation or payments, and no damages or other relief shall be granted against any [person](/usc/15/80a–2.md?p=a-28) other than the recipient of such compensation or payments. No award of damages shall be recoverable for any period prior to one year before the action was instituted. Any award of damages against such recipient shall be limited to the actual damages resulting from the breach of fiduciary duty and shall in no event exceed the amount of compensation or payment received from such [investment company](/usc/15/77z–2.md?p=i-2), or the [security](/usc/15/80a–2.md?p=a-36) holders thereof, by such recipient.
  - (4) This subsection shall not apply to compensation or payments made in connection with transactions subject to [section 80a–17 of this title](/usc/15/80a–17.md), or rules, regulations, or [orders](/usc/15/8702.md?p=14) thereunder, or to [sales loads](/usc/15/80a–2.md?p=a-35) for the acquisition of any [security](/usc/15/80a–2.md?p=a-36) issued by a registered [investment company](/usc/15/77z–2.md?p=i-2).
  - (5) Any action pursuant to this subsection may be brought only in an appropriate district court of the United States.
  - (6) No finding by a court with respect to a breach of fiduciary duty under this subsection shall be made a basis (A) for a finding of a [violation](/usc/15/57b–1.md?p=a-7) of this subchapter for the purposes of sections [80a–9](/usc/15/80a–9.md) and [80a–48](/usc/15/80a–48.md) of this title, [section 78o](/usc/15/78o.md) of this title, or [section 80b–3 of this title](/usc/15/80b–3.md), or (B) for an injunction to prohibit any [person](/usc/15/80a–2.md?p=a-28) from serving in any of the capacities enumerated in [subsection (a)](#a) of this section.
- (c) **Corporate or other trustees performing functions of investment advisers—** For the purposes of subsections [(a)](#a) and [(b)](#b) of this section, the term “[investment adviser](/usc/15/6102.md?p=d-2-B-ii)” includes a corporate or other trustee performing the functions of an [investment adviser](/usc/15/6102.md?p=d-2-B-ii).

# §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](/usc/15/80a–2.md?p=a-36), [credits](/usc/15/1679a.md?p=4), property, or assets of any registered [investment company](/usc/15/77z–2.md?p=i-2) 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](/usc/15/80a–48.md). A judgment of conviction or acquittal on the merits under the laws of any [State](/usc/15/80a–2.md?p=a-39) shall be a bar to any prosecution under this section for the same act or acts.


# §80a–37. Rules, regulations, and orders

- (a) **Powers of Commission—** The [Commission](/usc/15/80a–2.md?p=a-7) shall have [authority](/usc/15/3051.md?p=1) from time to time to make, issue, amend, and rescind such rules and regulations and such [orders](/usc/15/8702.md?p=14) as are necessary or appropriate to the exercise of the powers conferred upon the [Commission](/usc/15/80a–2.md?p=a-7) elsewhere in this subchapter, including rules and regulations defining accounting, technical, and trade terms used in this subchapter, and prescribing the form or forms in which information required in [registration statements](/usc/15/77b.md?p=a-8), [applications](/usc/15/77ccc.md?p=8), and reports to the [Commission](/usc/15/80a–2.md?p=a-7) shall be set forth. For the purposes of its rules or regulations the [Commission](/usc/15/80a–2.md?p=a-7) may classify [persons](/usc/15/80a–2.md?p=a-28), [securities](/usc/15/80a–2.md?p=a-36), and other matters within its jurisdiction and prescribe different requirements for different classes of [persons](/usc/15/80a–2.md?p=a-28), [securities](/usc/15/80a–2.md?p=a-36), or matters.
- (b) **Filing of information and documents—** The [Commission](/usc/15/80a–2.md?p=a-7), by such rules and regulations or [order](/usc/15/8702.md?p=14) as it deems necessary or appropriate in the public interest or for the protection of investors, may authorize the filing of any information or documents required to be filed with the [Commission](/usc/15/80a–2.md?p=a-7) under this subchapter, subchapter II of this chapter, the Securities Act of 1933 [[15 U.S.C. 77a](/usc/15/77a.md) et seq.], 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 the Trust Indenture Act of 1939 [[15 U.S.C. 77aaa](/usc/15/77aaa.md) et seq.], by incorporating by reference any information or documents theretofore or concurrently filed with the [Commission](/usc/15/80a–2.md?p=a-7) under this subchapter or any of such Acts.
- (c) **Good faith conformance with rules, regulations, and orders—** No provision of this subchapter imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule, regulation, or [order](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7), notwithstanding that such rule, regulation, or [order](/usc/15/8702.md?p=14) may, after such act or omission, by amended or rescinded or be determined by judicial or other [authority](/usc/15/3051.md?p=1) to be invalid for any reason.

# §80a–38. Procedure for issuance of rules and regulations


Subject to the provisions of [chapter 15](/usc/44/ch15.md) of title 44 and regulations prescribed under the [authority](/usc/15/3051.md?p=1) thereof, the rules and regulations of the [Commission](/usc/15/80a–2.md?p=a-7) under this subchapter, and amendments thereof, shall be effective upon publication in the manner which the [Commission](/usc/15/80a–2.md?p=a-7) shall prescribe, or upon such later date as may be provided in such rules and regulations.


# §80a–39. Procedure for issuance of orders

- (a) **Notice and hearing—** [Orders](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7) under this subchapter shall be issued only after appropriate notice and opportunity for hearing. Notice to the parties to a proceeding before the [Commission](/usc/15/80a–2.md?p=a-7) 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](/usc/15/80a–2.md?p=a-28), 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](/usc/15/80a–2.md?p=a-7) may provide, by appropriate rules or regulations, that an [application](/usc/15/77ccc.md?p=8) verified under oath may be admissible in evidence in a proceeding before the [Commission](/usc/15/80a–2.md?p=a-7) and that the record in such a proceeding may consist, in whole or in part, of such [application](/usc/15/77ccc.md?p=8).
- (c) **Parties—** In any proceeding before the [Commission](/usc/15/80a–2.md?p=a-7), the [Commission](/usc/15/80a–2.md?p=a-7), in accordance with such rules and regulations as it may prescribe, shall admit as a party any interested [State](/usc/15/80a–2.md?p=a-39) or [State](/usc/15/80a–2.md?p=a-39) agency, and may admit as a party any representative of interested [security](/usc/15/80a–2.md?p=a-36) holders, or any other [person](/usc/15/80a–2.md?p=a-28) whose participation in the proceeding may be in the public interest or for the protection of investors.

# §80a–40. Hearings by Commission


Hearings may be public and may be held before the [Commission](/usc/15/80a–2.md?p=a-7), any member or members thereof, or any officer or officers of the [Commission](/usc/15/80a–2.md?p=a-7) designated by it, and appropriate records thereof shall be kept.


# §80a–41. Enforcement of subchapter

- (a) **Investigation—** The [Commission](/usc/15/80a–2.md?p=a-7) may make such investigations as it deems necessary to determine whether any [person](/usc/15/80a–2.md?p=a-28) has violated or is about to violate any provision of this subchapter or of any rule, regulation, or [order](/usc/15/8702.md?p=14) hereunder, or to determine whether any action in any court or any proceeding before the [Commission](/usc/15/80a–2.md?p=a-7) shall be instituted under this subchapter against a particular [person](/usc/15/80a–2.md?p=a-28) or [persons](/usc/15/80a–2.md?p=a-28), or with respect to a particular transaction or transactions. The [Commission](/usc/15/80a–2.md?p=a-7) shall permit any [person](/usc/15/80a–2.md?p=a-28) to file with it a statement in writing, under oath or otherwise as the [Commission](/usc/15/80a–2.md?p=a-7) shall determine, as to all the facts and circumstances concerning the matter to be investigated.
- (b) **Administration of oaths and affirmations, subpena of witnesses, etc.** For the purpose of any investigation or any other proceeding under this subchapter, any member of the [Commission](/usc/15/80a–2.md?p=a-7), or any officer thereof designated by it, is empowered to administer oaths and affirmations, subpena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, contracts, [agreements](/usc/15/7a.md?p=2), or other records which are relevant or material to the inquiry. Such attendance of witnesses and the production of any such records may be required from any place in any [State](/usc/15/80a–2.md?p=a-39) or in any Territory or other place subject to the jurisdiction of the United States at any designated place of hearing.
- (c) **Jurisdiction of courts of United States—** In case of contumacy by, or refusal to obey a subpena issued to, any [person](/usc/15/80a–2.md?p=a-28), the [Commission](/usc/15/80a–2.md?p=a-7) may invoke the aid of any court of the United States within the jurisdiction of which such investigation or proceeding is carried on, or where such [person](/usc/15/80a–2.md?p=a-28) resides or carries on business, in requiring the attendance and testimony of witnesses and the production of books, papers, correspondence, memoranda, contracts, [agreements](/usc/15/7a.md?p=2), and other records. And such court may issue an [order](/usc/15/8702.md?p=14) requiring such [person](/usc/15/80a–2.md?p=a-28) to appear before the [Commission](/usc/15/80a–2.md?p=a-7) or member or officer designated by the [Commission](/usc/15/80a–2.md?p=a-7), there to produce records, if so ordered, or to give testimony touching the matter under investigation or in question; any failure to obey such [order](/usc/15/8702.md?p=14) of the court may be punished by such court as a contempt thereof. All process in any such case may be served in the judicial district whereof such [person](/usc/15/80a–2.md?p=a-28) is an inhabitant or wherever he may be found. Any [person](/usc/15/80a–2.md?p=a-28) who without just cause shall fail or refuse to attend and testify or to answer any lawful inquiry or to produce books, papers, correspondence, memoranda, contracts, [agreements](/usc/15/7a.md?p=2), or other records, if in his or its power so to do, in obedience to the subpena of the [Commission](/usc/15/80a–2.md?p=a-7), shall be guilty of a misdemeanor, and upon conviction shall be subject to a fine of not more than $1,000 or to imprisonment for a term of not more than one year, or both.
- (d) **Action for injunction—** Whenever it shall appear to the [Commission](/usc/15/80a–2.md?p=a-7) that any [person](/usc/15/80a–2.md?p=a-28) has engaged or is about to engage in any act or practice constituting a [violation](/usc/15/57b–1.md?p=a-7) of any provision of this subchapter, or of any rule, regulation, or [order](/usc/15/8702.md?p=14) hereunder, it may in its discretion bring an action in the proper district court of the United States, or the proper United States court of any Territory or other place subject to the jurisdiction of the United States, to enjoin such acts or practices and to enforce compliance with this subchapter or any rule, regulation, or [order](/usc/15/8702.md?p=14) hereunder. Upon a showing that such [person](/usc/15/80a–2.md?p=a-28) has engaged or is about to engage in any such act or practice, a permanent or temporary injunction or decree or restraining [order](/usc/15/8702.md?p=14) shall be granted without bond. In any proceeding under this subsection to enforce compliance with [section 80a–7 of this title](/usc/15/80a–7.md), the court as a court of equity may, to the extent it deems necessary or appropriate, take exclusive jurisdiction and possession of the [investment company](/usc/15/77z–2.md?p=i-2) or [companies](/usc/15/80a–2.md?p=a-8) involved and the books, records, and assets thereof, wherever located; and the court shall have jurisdiction to appoint a trustee, who with the approval of the court shall have power to dispose of any or all of such assets, subject to such terms and conditions as the court may prescribe. The [Commission](/usc/15/80a–2.md?p=a-7) may transmit such evidence as may be available concerning any [violation](/usc/15/57b–1.md?p=a-7) of the provisions of this subchapter or of any rule, regulation, or [order](/usc/15/8702.md?p=14) thereunder, to the Attorney General, who, in his discretion, may [institute](/usc/15/9401.md?p=7) the appropriate criminal proceedings under this subchapter.
- (e) **Money penalties in civil actions—**
  - (1) **Authority of Commission—** Whenever it shall appear to the [Commission](/usc/15/80a–2.md?p=a-7) that any [person](/usc/15/80a–2.md?p=a-28) has violated any provision of this subchapter, the rules or regulations thereunder, or a cease-and-desist [order](/usc/15/8702.md?p=14) entered by the [Commission](/usc/15/80a–2.md?p=a-7) pursuant to [section 80a–9(f) of this title](/usc/15/80a–9.md?p=f), the [Commission](/usc/15/80a–2.md?p=a-7) may bring an action in a United States district court to seek, and the court shall have jurisdiction to impose, upon a proper showing, a civil penalty to be paid by the [person](/usc/15/80a–2.md?p=a-28) who committed such [violation](/usc/15/57b–1.md?p=a-7).
  - (2) **Amount of penalty—**
    - (A) **First tier—** The amount of the penalty shall be determined by the court in light of the facts and circumstances. For each [violation](/usc/15/57b–1.md?p=a-7), the amount of the penalty shall not exceed the greater of (i) $5,000 for a natural [person](/usc/15/80a–2.md?p=a-28) or $50,000 for any other [person](/usc/15/80a–2.md?p=a-28), or (ii) the gross amount of pecuniary gain to such defendant as a result of the [violation](/usc/15/57b–1.md?p=a-7).
    - (B) **Second tier—** Notwithstanding [subparagraph (A)](#e-2-A), the amount of penalty for each such [violation](/usc/15/57b–1.md?p=a-7) shall not exceed the greater of (i) $50,000 for a natural [person](/usc/15/80a–2.md?p=a-28) or $250,000 for any other [person](/usc/15/80a–2.md?p=a-28), or (ii) the gross amount of pecuniary gain to such defendant as a result of the [violation](/usc/15/57b–1.md?p=a-7), if the [violation](/usc/15/57b–1.md?p=a-7) described in [paragraph (1)](#e-1) involved fraud, deceit, manipulation, or deliberate or reckless disregard of a regulatory requirement.
    - (C) **Third tier—** Notwithstanding subparagraphs [(A)](#e-2-A) and [(B)](#e-2-B), the amount of penalty for each such [violation](/usc/15/57b–1.md?p=a-7) shall not exceed the greater of (i) $100,000 for a natural [person](/usc/15/80a–2.md?p=a-28) or $500,000 for any other [person](/usc/15/80a–2.md?p=a-28), or (ii) the gross amount of pecuniary gain to such defendant as a result of the [violation](/usc/15/57b–1.md?p=a-7), if—
      - (I) the [violation](/usc/15/57b–1.md?p=a-7) described in [paragraph (1)](#e-1) involved fraud, deceit, manipulation, or deliberate or reckless disregard of a regulatory requirement; and
      - (II) such [violation](/usc/15/57b–1.md?p=a-7) directly or indirectly resulted in substantial losses or created a significant risk of substantial losses to other [persons](/usc/15/80a–2.md?p=a-28).
  - (3) **Procedures for collection—**
    - (A) **Payment of penalty to Treasury—** A penalty imposed under this section shall be payable into the Treasury of the United States, except as otherwise provided in [section 7246 of this title](/usc/15/7246.md) and [section 78u–6 of this title](/usc/15/78u–6.md).
    - (B) **Collection of penalties—** If a [person](/usc/15/80a–2.md?p=a-28) upon whom such a penalty is imposed shall fail to pay such penalty within the time prescribed in the court’s [order](/usc/15/8702.md?p=14), the [Commission](/usc/15/80a–2.md?p=a-7) may refer the matter to the Attorney General who shall recover such penalty by action in the appropriate United States district court.
    - (C) **Remedy not exclusive—** The actions authorized by this subsection may be brought in addition to any other action that the [Commission](/usc/15/80a–2.md?p=a-7) or the Attorney General is entitled to bring.
    - (D) **Jurisdiction and venue—** For purposes of [section 80a–43 of this title](/usc/15/80a–43.md), actions under this paragraph shall be actions to enforce a liability or a duty created by this subchapter.
  - (4) **Special provisions relating to a violation of a cease-and-desist order—** In an action to enforce a cease-and-desist [order](/usc/15/8702.md?p=14) entered by the [Commission](/usc/15/80a–2.md?p=a-7) pursuant to [section 80a–9(f) of this title](/usc/15/80a–9.md?p=f), each separate [violation](/usc/15/57b–1.md?p=a-7) of such [order](/usc/15/8702.md?p=14) shall be a separate offense, except that in the case of a [violation](/usc/15/57b–1.md?p=a-7) through a continuing failure to comply with the [order](/usc/15/8702.md?p=14), each day of the failure to comply shall be deemed a separate offense.

# §80a–42. Court review of orders

- (a) Any [person](/usc/15/80a–2.md?p=a-28) or party aggrieved by an [order](/usc/15/8702.md?p=14) issued by the [Commission](/usc/15/80a–2.md?p=a-7) under this subchapter may obtain a review of such [order](/usc/15/8702.md?p=14) in the United States court of appeals within any circuit wherein such [person](/usc/15/80a–2.md?p=a-28) resides or has his principal place of business, or in the United States Court of Appeals for the District of Columbia, by filing in such court, within sixty days after the entry of such [order](/usc/15/8702.md?p=14), a written petition praying that the [order](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7) be modified or set aside in whole or in part. A copy of such petition shall be forthwith transmitted by the clerk of the court to any member of the [Commission](/usc/15/80a–2.md?p=a-7) or any officer thereof designated by the [Commission](/usc/15/80a–2.md?p=a-7) for that purpose, and thereupon the [Commission](/usc/15/80a–2.md?p=a-7) shall file in the court the record upon which the [order](/usc/15/8702.md?p=14) complained of was entered, as provided in [section 2112 of title 28](/usc/28/2112.md). Upon the filing of such petition such court shall have jurisdiction, which upon the filing of the record shall be exclusive, to affirm, modify, or set aside such [order](/usc/15/8702.md?p=14), in whole or in part. No objection to the [order](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7) shall be considered by the court unless such objection shall have been urged before the [Commission](/usc/15/80a–2.md?p=a-7) or unless there were reasonable grounds for failure so to do. The findings of the [Commission](/usc/15/80a–2.md?p=a-7) as to the facts, if supported by substantial evidence, shall be conclusive. If [application](/usc/15/77ccc.md?p=8) is made to the court for leave to adduce additional evidence, and it is shown to the satisfaction of the court that such additional evidence is material and that there were reasonable grounds for failure to adduce such evidence in the proceeding before the [Commission](/usc/15/80a–2.md?p=a-7), the court may [order](/usc/15/8702.md?p=14) such additional evidence to be taken before the [Commission](/usc/15/80a–2.md?p=a-7) and to be adduced upon the hearing in such manner and upon such terms and conditions as to the court may seem proper. The [Commission](/usc/15/80a–2.md?p=a-7) may modify its findings as to the facts by reason of the additional evidence so taken, and it shall file with the court such modified or new findings, which, if supported by substantial evidence, shall be conclusive, and its recommendation, if any, for the modification or setting aside of the original [order](/usc/15/8702.md?p=14). The judgment and decree of the court affirming, modifying, or setting aside, in whole or in part, any such [order](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7) shall be final, subject to review by the Supreme Court of the United States upon certiorari or certification as provided in [section 1254 of title 28](/usc/28/1254.md).
- (b) The commencement of proceedings under [subsection (a)](#a) to review an [order](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7) issued under [section 80a–8(e) of this title](/usc/15/80a–8.md?p=e) shall operate as a stay of the [Commission](/usc/15/80a–2.md?p=a-7)’s [order](/usc/15/8702.md?p=14) unless the court otherwise [orders](/usc/15/8702.md?p=14). The commencement of proceedings under [subsection (a)](#a) to review an [order](/usc/15/8702.md?p=14) of the [Commission](/usc/15/80a–2.md?p=a-7) issued under any provision of this subchapter other than [section 80a–8(e) of this title](/usc/15/80a–8.md?p=e) shall not operate as a stay of the [Commission](/usc/15/80a–2.md?p=a-7)’s [order](/usc/15/8702.md?p=14) unless the court specifically so [orders](/usc/15/8702.md?p=14).

# §80a–43. Jurisdiction of offenses and suits


The district courts of the United States and the United States courts of any Territory or other place subject to the jurisdiction of the United States shall have jurisdiction of [violations](/usc/15/57b–1.md?p=a-7) of this subchapter or the rules, regulations, or [orders](/usc/15/8702.md?p=14) thereunder, and, concurrently with [State](/usc/15/80a–2.md?p=a-39) and Territorial courts, of all suits in equity and actions at law brought to enforce any liability or duty created by, or to enjoin any [violation](/usc/15/57b–1.md?p=a-7) of, this subchapter or the rules, regulations, or [orders](/usc/15/8702.md?p=14) thereunder. Any criminal proceeding may be brought in the district wherein any act or transaction constituting the [violation](/usc/15/57b–1.md?p=a-7) occurred. A criminal proceeding based upon a [violation](/usc/15/57b–1.md?p=a-7) of [section 80a–33 of this title](/usc/15/80a–33.md), or upon a failure to file a report or other document required to be filed under this subchapter, may be brought in the district wherein the defendant is an inhabitant or maintains his principal office or place of business. Any suit or action to enforce any liability or duty created by, or to enjoin any [violation](/usc/15/57b–1.md?p=a-7) of, this subchapter or rules, regulations, or [orders](/usc/15/8702.md?p=14) thereunder, may be brought in any such district or in the district wherein the defendant is an inhabitant or transacts business, and process in such cases may be served in any district of which the defendant is an inhabitant or transacts business or wherever the defendant may be found. In any action or proceeding instituted by the [Commission](/usc/15/80a–2.md?p=a-7) under this subchapter in a United States district court for any judicial district, a subpoena issued to compel the attendance of a witness or the production of documents or tangible things (or both) at a hearing or trial may be served at any place within the United States. [Rule 45(c)(3)(A)(ii)](/usc/28a/civil-45.md) of the Federal Rules of Civil Procedure shall not apply to a subpoena issued under the preceding sentence. Judgments and decrees so rendered shall be subject to review as provided in sections [1254](/usc/28/1254.md), [1291](/usc/28/1291.md), [1292](/usc/28/1292.md), and [1294](/usc/28/1294.md) of title 28. No costs shall be assessed for or against the [Commission](/usc/15/80a–2.md?p=a-7) in any proceeding under this subchapter brought by or against the [Commission](/usc/15/80a–2.md?p=a-7) in any court. The [Commission](/usc/15/80a–2.md?p=a-7) may intervene as a party in any action or suit to enforce any liability or duty created by, or to enjoin any noncompliance with, [section 80a–35(b) of this title](/usc/15/80a–35.md?p=b) at any stage of such action or suit prior to final judgment therein.


# §80a–44. Disclosure of information filed with Commission; copies

- (a) The information contained in any [registration statement](/usc/15/77b.md?p=a-8), [application](/usc/15/77ccc.md?p=8), report, or other document filed with the [Commission](/usc/15/80a–2.md?p=a-7) 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](/usc/15/80a–2.md?p=a-7)) shall be made available to the public, unless and except insofar as the [Commission](/usc/15/80a–2.md?p=a-7), by rules and regulations upon its own motion, or by [order](/usc/15/8702.md?p=14) upon [application](/usc/15/77ccc.md?p=8), 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](/usc/15/78x.md?p=c), it shall be unlawful for any member, officer, or employee of the [Commission](/usc/15/80a–2.md?p=a-7) to use for personal benefit, or to disclose to any [person](/usc/15/80a–2.md?p=a-28) other than an official or employee of the United States or of a [State](/usc/15/80a–2.md?p=a-39), 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](/usc/15/80a–2.md?p=a-7) under this subchapter and made available to the public shall be furnished any [person](/usc/15/80a–2.md?p=a-28) at such reasonable charge and under such reasonable limitations as the [Commission](/usc/15/80a–2.md?p=a-7) shall prescribe.

# §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](/usc/15/78d.md?p=b) shall be applicable with respect to the power of the [Commission](/usc/15/80a–2.md?p=a-7)—
  - (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.

# §80a–46. Validity of contracts

- (a) **Waiver of compliance as void—** Any condition, stipulation, or provision binding any [person](/usc/15/80a–2.md?p=a-28) to waive compliance with any provision of this subchapter or with any rule, regulation, or [order](/usc/15/8702.md?p=14) thereunder shall be void.
- (b) **Equitable results; rescission; severance—**
  - (1) A contract that is made, or whose performance involves, a [violation](/usc/15/57b–1.md?p=a-7) of this subchapter, or of any rule, regulation, or [order](/usc/15/8702.md?p=14) 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](/usc/15/8702.md?p=14) 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)](#b-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](/usc/15/80a–2.md?p=a-28) for unjust enrichment.