Page:United States Statutes at Large Volume 53 Part 2.djvu/691

 53 STAT.] 76TH CONG., 1 ST SESS.-CH. 411 -AUG. 3, 1939 "(d) The indenture to be qualified shall also provide that a copy of each such report shall, at the time of such transmission to indenture security holders, be filed with each stock exchange upon which the indenture securities are listed, and also with the Commission. " REPORTS BY OBLIGOR; EVIDENCE OF COMPLIANCE WITH INDENTURE PROVISIONS "Periodic Reports "SEC. 314. (a) The indenture to be qualified shall contain provisions requiring each person who, as set forth in the registration statement or application, is or is to be an obligor upon the indenture securities covered thereby- "(1) to file with the indenture trustee copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commis- sion may by rules and regulations prescribe) which such obligor is required to file with the Commission pursuant to section 13 or section 15 (d) of the Securities Exchange Act of 1934; or, if the obligor is not required to file information, documents, or reports pursuant to either of such sections, then to file with the indenture trustee and the Commission, in accordance with rules and regula- tions prescribed by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to section 13 of the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regu- lations; "(2) to file with the indenture trustee and the Commission, in accordance with rules and regulations prescribed by the Commis- sion, such additional information, documents, and reports with respect to compliance by such obligor with the conditions and covenants provided for in the indenture, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opl)ions of independent public accountants, conlforming to the require- ments of subsection (e) of this section, as to compliance with con- ditions or covenants, compliance with which is subject to verifica- tion by accountants, but no such certificate or opinion shall be required as to any matter specified in clauses (A), (B), or (C) of paragraph (3) of subsection (c); and (3) to transmit to the holders of the indenture securities upon which such person is an obligor, in the manner and to the extent provided in subsection (c) of section 313, such summaries of any information, documents, and reports required to be filed by such obligor pursuant to the provisions of paragraph (1) or (2) of this subsection as may be required by rules and regulations pre- scribed by the Commission. The rules and regulations prescribed under this subsection shall be such as are necessary or appropriate in the public interest or for the protection of investors, having due regard to the types of indentures, and the nature of the business of the class of obligors affected thereby, and the amount of indenture securities outstanding under such inden- tures, and, in the case of any such rules and regulations prescribed after the indentures to which they apply have been qualified under this title, the additional expense, if any, of complying with such rules and regulations. Such rules and regulations may be prescribed either before or after qualification becomes effective as to any such indenture. 1167 Copies to stock ex- changes and Com- mission. Periodic reports by obligor. Annual reports, etc., to trustee. 48 Stat. 894; 49 Stat. 1379. 15U.S.C. 678m; Snpp. IV, §5 78m, 780 (d). Additional informa- tion, etc., to trustee and Commission. Transmission of summaries of re- ports, etc., to security holders. Rules and regula- tions.

�