54 STAT.] 7 rTH CONG., 3D SESS. -CH. 686-AUG. 22 , 1940 (4) such certificate or report of such accountant shall be addressed both to the board of directors of such registered com- pany and to the security holders thereof: Provided, That if the selection of an accountant has been rejected pursuant to paragraph (2) or his employment terminated pursuant to paragraph (3) the vacancy so occurring may be filled by a vote of a majority of the outstanding voting securities, either at the meeting at which the rejection or termination occurred or if not so filled then at a subsequent meeting which shall be called for the purpose. In the case of a common-law trust of the character described in section 16 (b) no ratification of the employment of such accountant shall be required but such employment may be terminated and such accountant removed by action of the holders of record of a majority of the outstanding shares of beneficial interest in such trust in the same manner as is provided in said section 16 (b) in respect of the removal of a trustee, and all the provisions therein contained as to the calling of a meeting shall be applicable. In the event of such termination and removal the vacancy so occurring may be filled by action of the holders of record of a majority of the shares of bene- ficial interest either at the meeting, if any, at which such termina- tion and removal occurs, or by instruments in writing filed with the custodian, or if not so filled within a reasonable time then at a subsequent meeting which shall be called by the trustees for the purpose. The provisions of paragraph (40) of section 2 (a) as to a majority shall be applicable to the vote cast at any meeting of the shareholders of such a trust held pursuant to this subsection. (b) No registered management company or registered face- amount certificate company shall file with the Commission any finan- cial statement in the preparation of which the controller or other principal accounting officer or employee of such company partici- pated, unless such controller, officer or employee was selected, either by vote of the holders of such company's voting securities at the last annual meeting of such security holders, or by the board of directors of such company. (c) The Commission is authorized, by rules and regulations or order in the public interest or for the protection of investors, to require accountants and auditors to keep reports, work sheets, and other documents and papers relating to registered investment com- panies for such period or periods as the Commission may prescribe, and to make the same available for inspection by the Commission or any member or representative thereof. SETTLEMENT OF CIVIL ACTIONS SEC. 33. (a) Every registered investment company which is a party and every affiliated person of such company who is a party defendant to any action or claim by a registered investment com- pany or a security holder thereof in a derivative capacity against an officer, director, investment adviser, trustee, or depositor of such company for an alleged breach of official duty, which such action or claim is commenced or asserted after the effective date of this title, shall transmit, unless already transmitted to the Commission, the documents specified in subsection (b) hereof if- (1) such action has been compromised or settled and such settlement or compromise has had the approval of a court hav- ing jurisdiction to approve such settlement or compromise; or (2) a verdict has been rendered or final judgment entered on the merits in such action. (b) Within thirty days after such settlement or compromise, ver- dict or final judgment, copies of all pleadings and any written record made in such action, together with a statement of the terms 839 Addressing of report. Proviso. Filling of vacancy. Common-law trust cases, employment status. Controller, etc. Reports, work sheets, etc. Transmittal of spec- ified documents to Commission. Time limitation.
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