§80a–11 Offers to Exchange Securities

Summary

Stops registered open‑end companies and their main underwriters from offering to trade one fund share for another unless the swap is done using the relative net asset values of the two securities or the offer’s terms are first approved by the Securities and Exchange Commission or follow SEC rules in effect when the offer is made. An underwriter’s offer means a communication to holders of a class or series, not a one‑on‑one retail sales pitch. Net asset value means the NAV used to set the public sale price when the offer is accepted or at a later time the offer says. This rule does not apply to an exchange made under a reorganization plan that must be approved by at least a majority of the outstanding shares of the offeree’s class or series. It also applies, no matter how the swap is structured, when exchanges involve registered unit investment trusts or registered face‑amount certificate companies.