§ 80a-29. — Reports and financial statements of investment companies and affiliated persons.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC80a-29]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2D--INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I--INVESTMENT COMPANIES
Sec. 80a-29. Reports and financial statements of investment
companies and affiliated persons
(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) of this section; and
(B) under subsection (b)(1) of this section, 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) of this section, 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) of this
section:
(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) of this section
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) of this section, 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.
(Aug. 22, 1940, ch. 686, title I, Sec. 30, 54 Stat. 836; Pub. L. 104-
290, title II, Sec. 206, title V, Sec. 508(g), Oct. 11, 1996, 110 Stat.
3430, 3449; Pub. L. 105-353, title III, Sec. 301(c)(5), Nov. 3, 1998,
112 Stat. 3237.)
References in Text
The Securities Act of 1933, referred to in subsec. (i)(1), is act
May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which is
classified generally to subchapter I (Sec. 77a et seq.) of chapter 2A of
this title. For complete classification of this Act to the Code, see
section 77a of this title and Tables.
The Securities Exchange Act of 1934, referred to in subsec. (i)(1),
is act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is
classified principally to chapter 2B (Sec. 78a et seq.) of this title.
For complete classification of this Act to the Code, see section 78a of
this title and Tables.
Amendments
1998--Subsec. (b)(1). Pub. L. 105-353, Sec. 301(c)(5)(A), inserted
``and'' after semicolon at end.
Subsec. (e). Pub. L. 105-353, Sec. 301(c)(5)(B), substituted
``semiannually'' for ``semi-annually'' in introductory provisions.
Subsecs. (g) to (j). Pub. L. 105-353, Sec. 301(c)(5)(C),
redesignated subsecs. (g) and (h), relating to disclosure to church plan
participants and notice to Commission, respectively, as (i) and (j),
respectively.
1996--Subsec. (b)(1). Pub. L. 104-290, Sec. 206(1), added par. (1)
and struck out former par. (1) which read as follows: ``such information
and documents (other than financial statements) as the Commission may
require, on a semi-annual or quarterly basis, to keep reasonably current
the information and documents contained in the registration statement of
such company filed under this subchapter; and''.
Subsecs. (c) to (e). Pub. L. 104-290, Sec. 206(2), (3), added
subsec. (c) and redesignated former subsecs. (c) and (d) as (d) and (e),
respectively. Former subsec. (e) redesignated (g).
Subsec. (f). Pub. L. 104-290, Sec. 206(2), (4), added subsec. (f).
Former subsec. (f) redesignated (h).
Subsec. (g). Pub. L. 104-290, Sec. 508(g), added subsec. (g),
relating to disclosure to church plan participants.
Pub. L. 104-290, Sec. 206(2), (5), redesignated subsec. (e),
relating to certificate of independent public accountants, as (g), and
substituted ``pursuant to subsections (a) and (e) of this section'' for
``pursuant to subsections (a) and (d) of this section''.
Subsec. (h). Pub. L. 104-290, Sec. 508(g), added subsec. (h),
relating to notice to Commission.
Pub. L. 104-290, Sec. 206(2), redesignated subsec. (f), relating to
duties and liabilities of affiliated persons, as (h).
Transfer of Functions
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg. Plan
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat.
1265, set out under section 78d of this title.
Section Referred to in Other Sections
This section is referred to in sections 80a-2, 80a-6, 80a-8, 80a-24,
80a-63 of this title.
