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15 U.S.C. § 80a–29Reports and financial statements of investment companies and affiliated persons

submitted 86 years ago by ch. 686 to r/title-15-COMMERCE-AND-TRADE · 1,421 words · no verdicts yet

in plain englishAI-generated · not legal advice

This law sets reporting rules for registered investment companies and people affiliated with them. Companies must file annual and periodic reports with the SEC and send stockholders audited semiannual reports. It also covers church-plan disclosures, insider-trading duties, and standard data formats for filings.

(a) Every registered investment company must file annual reports with the SEC — the same information, documents, and reports that companies with securities listed on a national securities exchange must file each year under section 13(a) of the Securities Exchange Act of 1934, following that section's rules and regulations. (b) Every registered investment company must also file with the SEC: (1) whatever information, documents, and reports, other than financial statements, the SEC requires to keep the information in the company's registration statement reasonably current; and (2) copies of every periodic or interim report, or similar communication containing financial statements, that the company sends to any class of its security holders — filed no later than ten days after it's sent. Information filed under paragraph (2) may be incorporated by reference into a report later, or at the same time, filed under paragraph (1). (c) The SEC must act, consistent with the public interest and investor protection, to avoid unnecessary reporting and minimize the compliance burden on registered investment companies and their affiliated persons, both when exercising its authority under subsection (f), and under subsection (b)(1) if it ever requires filings more often than every six months. In taking that action, the SEC must consider, and ask for public comment on: (A) workable alternatives that would minimize the reporting burden on registered investment companies; and (B) how useful the required information, documents, and reports actually are to the SEC, weighed against what they cost registered investment companies and their affiliated persons to produce. (d) The SEC must issue rules letting a registered investment company file, with the SEC and with any national securities exchange involved, copies (or extracts) of the periodic reports it files under subsections (a) and (b), in place of the reports and documents otherwise required of it under section 13 or 15(d) of the Securities Exchange Act of 1934. (e) At least twice a year, every registered investment company must send its stockholders reports containing whichever of the following information and financial statements, or their equivalent, as of a reasonably current date, the SEC prescribes by rule to protect investors — and these reports cannot be misleading in any material way in light of what the company has already filed under subsections (a) and (b): (1) a balance sheet, together with a statement of the total value of the company's investments as of that balance sheet's date; (2) a list showing the amounts and values of securities the company owned on that date; (3) an income statement for the reporting period, itemized for at least every category of income or expense that makes up more than 5 percent of total income or expense; (4) a surplus statement, itemized for at least every charge or credit to the surplus account that makes up more than 5 percent of total surplus charges or credits during the period; (5) a statement of the company's total pay during the period, covering (A) all directors and advisory board members' regular pay; (B) each individual director's and each individual advisory board member's special pay; (C) all officers as a group; and (D) each person who employs an officer or director as that officer's or director's "affiliated person"; and (6) the total dollar amount of the company's purchases and sales of investment securities, other than government securities, during the period. If the SEC decides that a required item doesn't fit, or is inappropriate for, a particular type of investment company, it may by rule allow a comparable substitute item instead. (f) The SEC may, by rule, require that these semiannual reports include other information beyond what subsection (e) lists, whenever the SEC deems it necessary or appropriate in the public interest or for investor protection. (g) If the SEC's rules require it, the financial statements in the annual reports required under subsections (a) and (e) must come with a certificate from independent public accountants. That certificate must rest on an audit at least as thorough, in scope and procedure, as the audit independent public accountants would ordinarily perform to produce comprehensive and reliable financial statements, and it must include whatever the SEC's rules require about the audit's nature and scope and the accountants' findings and opinion. Each such report must also state that the independent public accountants verified the securities the company owns — either by examining them directly, or by obtaining a certificate from the custodian holding them, as the SEC's rules prescribe. (h) Anyone who directly or indirectly beneficially owns more than 10 percent of any class of outstanding securities (other than short-term paper) issued by a registered closed-end company, or who is an officer, director, advisory board member, investment adviser, or affiliated person of an investment adviser of such a company, is subject, for their transactions in that company's securities (other than short-term paper), to the same duties and liabilities that section 16 of the Securities Exchange Act of 1934 imposes on certain beneficial owners, directors, and officers for their transactions in certain equity securities. (i) A person who maintains a church plan that is excluded from the definition of "investment company" only because of section 80a-3(c)(14) must give plan participants written disclosure, at least once a year, and — for anyone joining the plan after May 31, 1996 — as soon as practical after joining, stating that: (1) the plan, and any company or account used to manage or hold plan assets and interests in it, is not subject to registration, regulation, or reporting under this subchapter, the Securities Act of 1933, the Securities Exchange Act of 1934, or state securities laws; and (2) plan participants and beneficiaries therefore will not get the protections those laws provide. (j) The SEC may issue rules requiring a person who maintains such a church plan to file a notice with the SEC, containing whatever information, and in whatever form, the SEC prescribes as necessary or appropriate in the public interest or consistent with investor protection. (k) (1) The SEC must, by rule, adopt data standards for every report required to be filed with it under this section, though it may exempt exhibits, signatures, and certifications from those standards. (2) These data standards must incorporate, and be compatible with (to the extent feasible), all applicable data standards established in the rules issued under section 5334 of title 12 — including, to the extent practical, the characteristics described in clauses (i) through (vi) of section 5334(c)(1)(B).
the actual law source: uscode.house.gov ↗public domain
(a) Annual report by company

Every registered investment company shall file annually with the Commission such information, documents, and reports as investment companies having securities registered on a national securities exchange are required to file annually pursuant to section 13(a) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(a)] and the rules and regulations issued thereunder.

(b) Semi-annual or quarterly filing of information; copies of periodic or interim reports sent to security holders

Every registered investment company shall file with the Commission—

(1)

such information, documents, and reports (other than financial statements), as the Commission may require to keep reasonably current the information and documents contained in the registration statement of such company filed under this subchapter; and

(2)

copies of every periodic or interim report or similar communication containing financial statements and transmitted to any class of such company’s security holders, such copies to be filed not later than ten days after such transmission.

Any information or documents contained in a report or other communication to security holders filed pursuant to paragraph (2) of this subsection may be incorporated by reference in any report subsequently or concurrently filed pursuant to paragraph (1) of this subsection.

(c) Minimizing reporting burdens
(1)

The Commission shall take such action as it deems necessary or appropriate, consistent with the public interest and the protection of investors, to avoid unnecessary reporting by, and minimize the compliance burdens on, registered investment companies and their affiliated persons in exercising its authority—

(A)

under subsection (f); and

(B)

under subsection (b)(1), if the Commission requires the filing of information, documents, and reports under that subsection on a basis more frequently than semiannually.

(2)

Action taken by the Commission under paragraph (1) shall include considering, and requesting public comment on—

(A)

feasible alternatives that minimize the reporting burdens on registered investment companies; and

(B)

the utility of such information, documents, and reports to the Commission in relation to the costs to registered investment companies and their affiliated persons of providing such information, documents, and reports.

(d) Reports under this section in lieu of reports under other provisions of law

The Commission shall issue rules and regulations permitting the filing with the Commission, and with any national securities exchange concerned, of copies of periodic reports, or of extracts therefrom, filed by any registered investment company pursuant to subsections (a) and (b), in lieu of any reports and documents required of such company under section 13 or 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. 78m or 78o(d)].

(e) Semiannual reports to stockholders

Every registered investment company shall transmit to its stockholders, at least semiannually, reports containing such of the following information and financial statements or their equivalent, as of a reasonably current date, as the Commission may prescribe by rules and regulations for the protection of investors, which reports shall not be misleading in any material respect in the light of the reports required to be filed pursuant to subsections (a) and (b):

(1)

a balance sheet accompanied by a statement of the aggregate value of investments on the date of such balance sheet;

(2)

a list showing the amounts and values of securities owned on the date of such balance sheet;

(3)

a statement of income, for the period covered by the report, which shall be itemized at least with respect to each category of income and expense representing more than 5 per centum of total income or expense;

(4)

a statement of surplus, which shall be itemized at least with respect to each charge or credit to the surplus account which represents more than 5 per centum of the total charges or credits during the period covered by the report;

(5)

a statement of the aggregate remuneration paid by the company during the period covered by the report (A) to all directors and to all members of any advisory board for regular compensation; (B) to each director and to each member of an advisory board for special compensation; (C) to all officers; and (D) to each person of whom any officer or director of the company is an affiliated person; and

(6)

a statement of the aggregate dollar amounts of purchases and sales of investment securities, other than Government securities, made during the period covered by the report:

Provided, That if in the judgment of the Commission any item required under this subsection is inapplicable or inappropriate to any specified type or types of investment company, the Commission may by rules and regulations permit in lieu thereof the inclusion of such item of a comparable character as it may deem applicable or appropriate to such type or types of investment company.
(f) Additional information

The Commission may, by rule, require that semiannual reports containing the information set forth in subsection (e) include such other information as the Commission deems necessary or appropriate in the public interest or for the protection of investors.

(g) Certificate of independent public accountants

Financial statements contained in annual reports required pursuant to subsections (a) and (e), if required by the rules and regulations of the Commission, shall be accompanied by a certificate of independent public accountants. The certificate of such independent public accountants shall be based upon an audit not less in scope or procedures followed than that which independent public accountants would ordinarily make for the purpose of presenting comprehensive and dependable financial statements, and shall contain such information as the Commission may prescribe, by rules and regulations in the public interest or for the protection of investors, as to the nature and scope of the audit and the findings and opinion of the accountants. Each such report shall state that such independent public accountants have verified securities owned, either by actual examination, or by receipt of a certificate from the custodian, as the Commission may prescribe by rules and regulations.

(h) Duties and liabilities of affiliated persons

Every person who is directly or indirectly the beneficial owner of more than 10 per centum of any class of outstanding securities (other than short-term paper) of which a registered closed-end company is the issuer or who is an officer, director, member of an advisory board, investment adviser, or affiliated person of an investment adviser of such a company shall in respect of his transactions in any securities of such company (other than short-term paper) be subject to the same duties and liabilities as those imposed by section 16 of the Securities Exchange Act of 1934 [15 U.S.C. 78p] upon certain beneficial owners, directors, and officers in respect of their transactions in certain equity securities.

(i) Disclosure to church plan participants

A person that maintains a church plan that is excluded from the definition of an investment company solely by reason of section 80a–3(c)(14) of this title shall provide disclosure to plan participants, in writing, and not less frequently than annually, and for new participants joining such a plan after May 31, 1996, as soon as is practicable after joining such plan, that—

(1)

the plan, or any company or account maintained to manage or hold plan assets and interests in such plan, company, or account, are not subject to registration, regulation, or reporting under this subchapter, the Securities Act of 1933 [15 U.S.C. 77a et seq.], the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], or State securities laws; and

(2)

plan participants and beneficiaries therefore will not be afforded the protections of those provisions.

(j) Notice to Commission

The Commission may issue rules and regulations to require any person that maintains a church plan that is excluded from the definition of an investment company solely by reason of section 80a–3(c)(14) of this title to file a notice with the Commission containing such information and in such form as the Commission may prescribe as necessary or appropriate in the public interest or consistent with the protection of investors.

(k) Data standards for reports
(1) Requirement

The Commission shall, by rule, adopt data standards for all reports required to be filed with the Commission under this section, except that the Commission may exempt exhibits, signatures, and certifications from those data standards.

(2) Consistency

The data standards required under paragraph (1) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.

Source credit: (Aug. 22, 1940, ch. 686, title I, § 30, 54 Stat. 836; Pub. L. 104–290, title II, § 206, title V, § 508(g), Oct. 11, 1996, 110 Stat. 3430, 3449; Pub. L. 105–353, title III, § 301(c)(5), Nov. 3, 1998, 112 Stat. 3237; Pub. L. 117–263, div. E, title LVIII, § 5821(b)(2), Dec. 23, 2022, 136 Stat. 3425.)

history & why it existsrecord from the source credit
  • 1940Enacted · Act of Aug. 22, 1940, ch. 686 · 54 Stat. 836
  • 1996Amended · Pub. L. 104-290 · 110 Stat. 3430, 3449
  • 1998Amended · Pub. L. 105-353 · 112 Stat. 3237
  • 2022Amended · Pub. L. 117-263 · 136 Stat. 3425

A history note hasn’t been published yet. The record shows enactment by ch. 686 on 1940-08-22.

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