mission under this chapter, or under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, by incorporating by reference any information or documents theretofore or concurrently filed with the Commission under this chapter or said sections. No provision of this chapter imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule, regulation, or order of the Commission, notwithstanding that such rule, regulation, or order may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason. (Aug. 26, 1935, ch. 687, title I, § 20, 49 Stat. 833.) REFERENCES IN TEXT The Securities Act of 1933, as amended, referred to in subsection (d), is classified to section 77a et seq. of this title. The Securities Exchange Act of 1934, referred to in subsection (d), is classified to section 78a et seq. of this title and to sections 77b-77e, 77j, 77k, 77m, 770, and 77s of this title, as amended in 1934. TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. CROSS REFERENCES Rules and regulations Acquisition of securities and utility assets and other interests, see section 791 of this title. Approval of acquisition of securities and utility assets and other interests, see section 79] of this title. Declarations by registered companies in respect to security transactions, see section 79g of this title. Exemptions regarding holding companies, subsidiary companies, and affiliates, power of Commission to make, see section 79c of this title. Integration of procedure with other acts, see section 77hhh of this title. Investment Advisers Act of 1940, see section 80b-11 of this title. Investment Company Act of 1940, see section 80a-37 of this title. Registration of holding companies and registration statements, see section 79e of this title. Securities Act of 1933, see section 77s of this title. Securities Exchange Act of 1934, see sections 78c and 78w of this title. Trust Indenture Act of 1939, see section 77sss of this title. Unlawful transactions by registered companies, see section 79f of this title. RULES OF PRACTICE Rules of Practice before the Securities Exchange Commission are set out following section 78u of this title. § 79u. Effect on other laws. Nothing in this chapter shall affect (1) the jurisdiction of the Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 over any person, security, or contract, or (2) the rights, obligations, duties, or liabilities of any person under such sections; nor shall anything in this chapter affect the jurisdiction of any other commission, board, agency, or officer of the United States or of any State or political subdivision of any State, over any person, security, or contract, insofar as such jurisdiction does not conflict with any provision of this chapter or any rule, regulation, or order thereunder. (Aug. 26, 1935, ch. 687, title I, § 21, 49 Stat. 834.) REFERENCES IN TEXT The Securities Act of 1933, as amended, referred to in the text, is classified to section 77a et seq. of this title. The Securities Exchange Act of 1934, referred to in the text, is classified to section 78a et seq. of this title and to sections 77b-77e, 77j, 77k, 77m, 770, and 77s of this title. TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10. §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. § 79v. Access of public to information filed with Commission; unlawful disclosure or use of information. (a) When in the judgment of the Commission the disclosure of such information would be in the public interest or the interest of investors or consumers, the information contained in any statement, application, declaration, report, or other document filed with the Commission shall be available to the public, and copies thereof may be furnished to any person at such reasonable charge and under such reasonable limitations as the Commission may prescribe: Provided, however, That nothing in this chapter shall be construed to require, or to authorize the Commission to require, the revealing of trade secrets or processes in any application, declaration, report, or document filed with the Commission under this chapter. (b) Any person filing such application, declaration, report, or document may make written objection to the public disclosure of information contained therein, stating the grounds for such objection, and the Commission is authorized to hear objections in any such case where it finds it advisable. (c) It shall be unlawful for any member, officer, or employee of the Commission to disclose to any person other than a member, officer, or employee of the Commission, or to use for personal benefit, any information contained in any application, declaration, report, or document filed with the Commission which is not made available to the public pursuant to this section. (Aug. 26, 1935, ch. 687, title I, § 22, 49 Stat. 834.) TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. § 79w. Annual reports of Commission. The Commission shall submit annually a report to the Congress covering the work of the Commission for the preceding year and including such information, data, and recommendations for further legis lation in connection with the matters covered by this chapter as it may find advisable. (Aug. 26, 1935, ch. 687, title I, § 23, 49 Stat. 834.) TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. §79x. Court review of orders. (a) Any person or party aggrieved by an order issued by the Commission under this chapter may obtain a review of such order in the United States court of appeals within any circuit wherein such person 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, a written petition praying that the order of the Commission be modified or set aside in whole or in part. A copy of such petition shall be forthwith served upon any member of the Commission, or upon any officer thereof designated by the Commission for that purpose, and thereupon the Commission shall certify and file in the court a transcript of the record upon which the order complained of was entered. Upon the filing of such transcript such court shall have exclusive jurisdiction to affirm, modify, or set aside such order, in whole or in part. No objection to the order of the Commission shall be considered by the court unless such objection shall have been urged before the Commission or unless there were reasonable grounds for failure so to do. The findings of the Commission as to the facts, if supported by substantial evidence, shall be conclusive. If application 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, the court may order such additional evidence to be taken before the Commission 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 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. The judgment and decree of the court affirming, modifying, or setting aside, in whole or in part, any such order of the Commission shall be final, subject to review by the Supreme Court of the United States upon certiorari or certification as provided in sections 346 and 347 of Title 28. (b) The commencement of proceedings under subsection (a) of this section shall not, unless specifically ordered by the court, operate as a stay of the Commission's order. (Aug. 26, 1935, ch. 687, title I, § 24, 49 Stat. 834; June 25, 1948, ch. 646, § 32 (a), 62 Stat. 991; May 24, 1949, ch. 139, § 127, 63 Stat. 107.) REFERENCES TO TEXT Sections 346 and 347 of Title 28, referred to in subsection (a), were repealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 992, eff. Sept. 1, 1948, and are now covered by section 1254 of Title 28, Judiciary and Judicial Procedure. CHANGE OF NAME Subsection (a) amended by act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24, 1949, which substituted "court of appeals" in lieu of "circuit court of appeals". TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. CROSS REFERENCES Review of orders under Investment Advisers Act of 1940, see section 80b-13 of this title. Investment Company Act of 1940, see section 80a-42 of this title. Securities Act of 1933, see section 771 of this title. Securities Exchange Act of 1934, see section 78y of this title. Trust Indenture Act of 1939, see section 77vvv of this title. § 79y. 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 of this chapter or the rules, regulations, or orders thereunder, and, concurrently with State 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 of, this chapter or the rules, regulations, or orders thereunder. Any criminal proceeding may be brought in the district wherein any act or transaction constituting the violation occurred. Any suit or action to enforce any liability or duty created by, or to enjoin any violation of, this chapter or rules, regulations, or orders 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. Judgments and decrees so rendered shall be subject to review as provided in sections 225 and 347 of Title 28, and section 7 of the Act entitled "An Act to establish a court of appeals for the District of Columbia", approved February 9, 1893. No costs shall be assessed for or against the Commission in any proceeding under this chapter brought by or against the Commission in any court. (Aug. 26, 1935, ch. 687, title I, § 25, 49 Stat. 835; June 25, 1936, ch. 804, 49 Stat. 1921; June 25, 1948, ch. 646, § 1, 62 Stat. 875, 895.) REFERENCES IN TEXT Sections 225 and 347 of Title 28, referred to in the text, were repealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 992, eff. Sept. 1, 1948. Said former section 225 is now covered by sections 12911294 of Title 28, Judiciary and Judicial Procedure; see Title 11, Bankruptcy, sections 21 and 45 of this title, and section 3731 of Title 18, Crimes and Criminal Procedure. Said former section 345 is now covered by section 1254 of Title 28, Judiciary and Judicial Procedure. Act Feb. 9, 1893, ch. 74, § 7, 27 Stat. 435, 436, referred to in the text, is now classified to D. C. Code 1940, § 17-101. CODIFICATION The words "the district court of the United States for the District of Columbia" following "the District Courts of the United States" have been deleted as superfluous in view of section 132 (a) of Title 28, Judiciary and Judicial Procedure, which states that "There shall be in each judicial district a district court which shall be a court of record known as the United States District Court for the district", and section 88 of said Title 28 which states that "The District of Columbia constitutes one judicial district". CHANGE OF NAME Act June 25, 1936, substituted "district court of the United States for the District of Columbia" in lieu of "Supreme Court of the District of Columbia". TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. CROSS REFERENCES Jurisdiction of offenses and suits under Investment Advisers Act of 1940, see section 80b-14 of this title. Investment Company Act of 1940, see section 80a-43 of this title. Securities Act of 1933, see section 77v of this title. Securities Exchange Act of 1934, see section 78aa of this title. Trust Indenture Act of 1939, see section 77vvv of this title. Venue generally, see section 1391 et seq. of Title 28, Judiciary and Judicial Procedure. FEDERAL RULES OF CIVIL PROCEDURE Continuation of section under rule 54, following section 2072 of Title 28, Judiciary and Judicial Procedure. Costs, see rule 54. One form of action, see rule 2. FEDERAL RULES OF CRIMINAL PROCEDURE Continuation of section under rule 18, see note by Advisory Committee under said rule 18, following section 3771 of Title 18, Crimes and Criminal Procedure. Venue, see rules 18-22. § 79z. Validity of contracts. (a) Any condition, stipulation, or provision binding any person to waive compliance with any provision of this chapter or with any rule, regulation, or order thereunder shall be void. (b) Every contract made in violation of any provision of this chapter or of any rule, regulation, or order thereunder, and every contract heretofore or hereafter made, the performance of which involves the violation of, or the continuance of any relationship or practice in violation of, any provision of this chapter, or any rule, regulation, or order thereunder, shall be void (1) as regards the rights of any person who, in violation of any such provision, rule, regulation, or order, shall have made or engaged in the performance of any such contract, and (2) as regards the rights of any person who, not being a party to such contract, shall have acquired any right thereunder with actual knowledge of the facts by reason of which the making or performance of such contract was in violation of any such provision, rule, regulation, or order. (c) Nothing in this chapter shall be construed (1) to affect the validity of any loan or extension of credit (or any extension or renewal thereof) made or of any lien created prior or subsequent to the enactment of this chapter, unless at the time of the making of such loan or extension of credit (or extension or renewal thereof) or the creating of such lien, the person making such loan or extension of credit (or extension or renewal thereof) or acquiring such lien shall have actual knowledge of facts by reason of which the making of such loan or extension of credit (or extension or renewal thereof) or the acquisition of such lien is a violation of the provisions of this chapter or any rule or regulation thereunder, or (2) to afford a defense to the collection of any debt or obligation or the enforcement of any lien by any person who shall have acquired such debt, obligation, or lien in good faith for value and without actual knowledge of the violation of any provision of this chapter or any rule or regulation thereunder affecting the legality of such debt, obligation, or lien. (Aug. 26, 1935, ch. 687, title I, § 26, 49 Stat. 835.) § 79z-1. Liability of controlling; preventing compliance with law. (a) It shall be unlawful for any person, directly or indirectly, to cause to be done any act or thing through or by means of any other person which it would be unlawful for such person to do under the provisions of this chapter or any rule, regulation, or order thereunder. (b) It shall be unlawful for any person without just cause to hinder, delay, or obstruct the making, filing, or keeping of any information, document, report, record, or account required to be made, filed, or kept under any provision of this chapter or any rule, regulation, or order thereunder. (Aug. 26, 1935, ch. 687, title I, § 27, 49 Stat. 836.) CROSS REFERENCES Liability of controlling persons underInvestment Company Act of 1940, see section 80a-47 of this title. Securities Act of 1933, see section 770 of this title. Securities Exchange Act of 1934, see section 78t of this title. § 79z-2. Representation of guaranty or recommendation by United States. It shall be unlawful for any person in issuing, selling, or offering for sale any security of a registered holding company or subsidiary company thereof, to represent or imply in any manner whatsoever that such security has been guaranteed, sponsored, or recommended for investment by the United States or any agency or officer thereof. (Aug. 26, 1935, ch. 687, title I, § 28, 49 Stat. 836.) § 79z-3. Penalties. Any person who willfully violates any provision of this chapter or any rule, regulation, or order thereunder (other than an order of the Commission under subsections (b), (d), (e), or (f) of section 79k of this title), or any person who willfully makes any statement or entry in any application, report, document, account, or record filed or kept or required to be filed or kept under the provisions of this chapter or any rule, regulation, or order thereunder, knowing such statement or entry to be false or misleading in any material respect, or any person who willfully destroys (except after such time as may be prescribed under any rules or regulations under this chapter), mutilates, alters, or by any means or device falsifies any account, correspondence, memorandum, book, paper, or other record kept or required to be kept under the provisions of this chapter or any rule, regulation, or order thereunder, shall upon conviction be fined not more than $10,000 or imprisoned not more than two years, or both, except that in the case of a violation of a provision of subsection (a) or (b) of section 79d of this title by a holding company which is not an individual, the fine imposed upon such holding company shall be a fine not exceeding $200,000; but no person shall be convicted under this section for the violation of any rule, regulation, or order if he proves that he had no knowledge of such rule, regulation, or order. (Aug. 26, 1935, ch. 687, title I, § 29, 49 Stat. 836.) TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. CROSS REFERENCES Fraud and false statements, see chapter 47 of Title 18, Crimes and Criminal Procedure. § 79z-4. Study of public-utility and investment companies; report and recommendation. The Commission is authorized and directed to make studies and investigations of public-utility companies, the territories served or which can be served by public-utility companies, and the manner in which the same are or can be served, to determine the sizes, types, and locations of public-utility companies which do or can operate most economically and efficiently in the public interest, in the interest of investors and consumers, and in furtherance of a wider and more economical use of gas and electric energy; upon the basis of such investigations and studies the Commission shall make public from time to time its recommendations as to the type and size of geographically and economically integrated public-utility systems which, having regard for the nature and character of the locality served, can best promote and harmonize the interests of the public, the investor, and the consumer. The Commission is authorized and directed to make a study of the functions and activities of investment trusts and investment companies, the corporate structures, and investment policies of such trusts and companies, the influence exerted by such trusts and companies upon companies in which they are interested, and the influence exerted by interests affiliated with the management of such trusts and companies upon their investment policies, and to report the results of its study and its recommendations to the Congress on or before January 4, 1937. (Aug. 26, 1935, ch. 687, title I, § 30, 49 Stat. 837.) TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. CROSS REFERENCES Findings and declaration of policy under Investment Company Act of 1940, see section 80a-1 of this title. § 79z-5. Employees of Commission; appointment and compensation. For the purposes of this chapter, the Commission may select, employ, and fix the compensation of such attorneys, examiners, and other experts as shall be necessary for the transaction of the business of the Commission in respect of this chapter without regard to the provisions of other laws applicable to the employment and compensation of officers or employees of the United States; and the Commission may, subject to the civil-service laws, appoint such other officers and employees as are necessary in the execution of the functions of the Commission and fix their salaries in accordance with the Classification Act of 1949. (Aug. 26, 1935, ch. 687, title I, § 31, 49 Stat. 837; Oct. 28, 1949, ch. 782, title XI, § 1106 (a), 63 Stat. 972.) REFERENCES IN TEXT The civil-service laws and the Classification Act of 1949, referred to in the text, are classified to chapters 12 and 21, respectively, of Title 5, Executive Departments and Government Officers and Employees. AMENDMENTS 1949-Act Oct. 28, 1949, substituted the "Classification Act of 1949" in lieu of the "Classification Act of 1923". TRANSFER OF FUNCTIONS All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title. Sec. 80a-5. 80a-6. 80a-7. Subclassification of management companies. Exemptions. 80a-8. Transactions by unregistered investment companies. Registration of investment companies. 80a-9. Ineligibility of certain affiliated persons and underwriters. 80a-10. Affiliations of directors, officers, and employees. 80a-11. Offers to exchange securities. 80a-12. Functions and activities of investment companies. 80a-13. Changes in investment policy. 80a-14. Size of investment companies. 80a-15. Contracts of advisers and underwriters. 80a-16. Board of directors; election; term vacancies; trustees of common-law trusts. 80a-17. Transactions of certain affiliated persons and underwriters. 80a-18. Capital structure of investment companies. SUBCHAPTER I.-INVESTMENT COMPANIES § 80a-1. Findings and declaration of policy. (a) Upon the basis of facts disclosed by the record and reports of the Securities and Exchange Commission made pursuant to section 79z-4 of this title, and facts otherwise disclosed and ascertained, it is found that investment companies are affected with a national public interest in that, among other things (1) the securities issued by such companies, which constitute a substantial part of all securities publicly offered, are distributed, purchased, paid for, exchanged, transferred, redeemed, and repurchased by use of the mails and means and instrumentalities of interstate commerce, and in the case of the numerous companies which issue redeemable securities this process of distribution and redemption is continuous; (2) the principal activities of such companies-investing, reinvesting, and trading in securities are conducted by use of the mails and means and instrumentalities of interstate commerce, including the facilities of national securities exchanges, and constitute a substantial part of all transactions effected in the securities markets of the Nation; (3) such companies customarily invest and trade in securities issued by, and may dominate and control or otherwise affect the policies and management of, companies engaged in business in interstate commerce; (4) such companies are media for the investment in the national economy of a substantial part of the national savings and may have a vital effect upon the flow of such savings into the capital markets; and (5) the activities of such companies, extending over many States, their use of the instrumentalities of interstate commerce and the wide geographic distribution of their security holders, make difficult, if not impossible, effective State regulation of such companies in the interest of investors. (b) Upon the basis of facts disclosed by the record and reports of the Securities and Exchange Commission made pursuant to section 79z-4 of this title, and facts otherwise disclosed and ascertained, it is declared that the national public interest and the interest of investors are adversely affected (1) when investors purchase, pay for, exchange, receive dividends upon, vote, refrain from voting, sell, or surrender securities issued by investment companies without adequate, accurate, and explicit information, fairly presented, concerning the character of such securities and the circumstances, policies, and financial responsibility of such companies and their management; (2) when investment companies are organized, operated, managed, or their portfolio securities are se |