15 U.S.C. § 80a–23 — Closed-end companies

(a) A registered closed-end company cannot issue its own securities (1) for services, or (2) for property other than cash or securities (including its own securities). The only exceptions are issuing securities as a dividend or distribution to its own security holders, or as part of a reorganization. (b) A registered closed-end company cannot sell its own common stock for a price below the stock's current net asset value, not counting any distributing commission or discount. Net asset value is measured as of a time within the 48 hours (not counting Sundays and holidays) right before that determination. There are five exceptions: (1) the sale is part of an offering to holders of one or more of the company's classes of capital stock; (2) a majority of the company's common stockholders consent to the sale; (3) the sale happens because a convertible security is being converted under its own terms; (4) the sale happens because someone exercises a warrant that was already outstanding on August 22, 1940, or that was issued under section 80a-18(d); or (5) the SEC permits it, by rule or order, to protect investors. (c) A registered closed-end company cannot buy back securities of any class it issued, except: (1) buying on a securities exchange, or another open market the SEC designates by rule or order — but only if, within the six months before the purchase, the company told holders of that stock class, by letter or report, that it intended to buy back that class; (2) buying through tender offers, after giving every holder of the security class a reasonable chance to submit shares for purchase; or (3) buying under other circumstances the SEC permits by rule or order to protect investors, so as to make sure the purchases don't unfairly discriminate against any holders of the class or classes being purchased.