SEC Filing Entities and Disclosure Requirements

On this page:

• SEC Filer Types
• Large Accelerated Filer
• Accelerated Filer
• Non-Accelerated Filer
• Smaller Reporting Company (SRC)
• Emerging Growth Company (EGC)
• Shell Company
• Foreign Private Issuer (FPI)
• Registered Management Investment Company
• Institutional Investment Manager
• Business Development Company (BDC)
• Voluntary Filers
• Issuer Types
• Seasoned Issuer
• Well-Known Seasoned Issuer
• Asset-Backed Issuer (ABS Issuer)

The following presents an overview of all major filing entities recognized by the SEC and outlines their corresponding disclosure obligations, and the nature of the information disclosed to the SEC and the public. Entities covered include U.S. domestic public companies, foreign private issuers, registered investment companies, business development companies (BDCs), institutional investment managers, and asset-backed issuers (ABS issuers).

Each entity type is governed by a distinct legal and regulatory framework—most notably the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940—which determines their filing requirements, reporting frequency, and the scope of disclosures. Core filings such as Forms 10-K, 10-Q, 20-F, N-CSR, 13F, N-PORT, 10-D, and 424B are discussed in context, along with specialized forms like ABS-EE, N-PX, N-CEN, and ABS-15G.

The table below compares the key characteristics and requirements of large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, and emerging growth companies (EGCs) based on SEC regulations:

Criteria	Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company	Emerging Growth Company (EGC)
Public Float	$700 million or more	$75milliontolessthan$700 million	Less than $75 million	< $250million,or<$700 million with annual revenues < $100 million	Not more than $700 million (if already public)
Annual Gross Revenues	Not applicable	Not applicable	Not applicable	< $100million(withpublicfloatunder$700 million)	Less than $1.235 billion during most recent fiscal year
Reporting History	At least 12 months of SEC reporting and one annual report	At least 12 months of SEC reporting and one annual report	No specific requirement	No specific requirement	No specific requirement
Form 10-K Filing Deadline	60 days after fiscal year-end	75 days after fiscal year-end	90 days after fiscal year-end	90 days after fiscal year-end	90 days after fiscal year-end (if SRC) or 75 days (otherwise)
Form 10-Q Filing Deadline	40 days after fiscal quarter-end	40 days after fiscal quarter-end	45 days after fiscal quarter-end	45 days after fiscal quarter-end	45 days after fiscal quarter-end (if SRC) or 40 days (otherwise)
ICFR Auditor Attestation Requirement (SOX 404(b))	Required	Required	Not required	Not required	Not required
Eligibility for Scaled Disclosure	Not eligible	Not eligible	Not eligible	Eligible	Eligible
Typical Compliance Requirements	Most stringent	Stringent but less than large accelerated filers	Standard compliance	Scaled disclosures for executive compensation, financials, etc.	Scaled disclosures for executive compensation, financials, internal controls, etc.

Public float is the aggregate market value of the company’s voting and non-voting common equity held by non-affiliates, measured as of the last business day of the second fiscal quarter of its fiscal year.

1. Public Float and Annual Gross Revenues:

   • Large Accelerated Filer: Must have a public float of $700 million or more.
   • Accelerated Filer: Must have a public float between $75millionand$700 million.
   • Non-Accelerated Filer: Has a public float of less than $75 million.
   • Smaller Reporting Company (SRC): Must have a public float of less than $250 million or, for companies with annual revenues of less than $100 million, a public float of less than $700 million.
   • Emerging Growth Company (EGC): Must have annual gross revenues of less than $1.235 billion during the most recent fiscal year and a public float not exceeding $700 million if already public.

2. Form 10-K Filing Deadlines:

   • Large Accelerated Filer: 60 days after fiscal year-end.
   • Accelerated Filer: 75 days after fiscal year-end.
   • Non-Accelerated Filer and Smaller Reporting Company: 90 days after fiscal year-end.
   • Emerging Growth Company: 90 days (if also an SRC) or 75 days after fiscal year-end.

3. Form 10-Q Filing Deadlines:

   • Large Accelerated Filer and Accelerated Filer: 40 days after fiscal quarter-end.
   • Non-Accelerated Filer and Smaller Reporting Company: 45 days after fiscal quarter-end.
   • Emerging Growth Company: 45 days (if also an SRC) or 40 days after fiscal quarter-end.

4. ICFR Auditor Attestation Requirement (SOX 404(b)):

   • Large Accelerated Filer and Accelerated Filer: Required.
   • Non-Accelerated Filer, Smaller Reporting Company, and Emerging Growth Company: Not required.

5. Eligibility for Scaled Disclosure:

   • Smaller Reporting Company and Emerging Growth Company are eligible for scaled disclosures, allowing them to provide reduced information in certain areas to ease compliance burdens.
   • Large Accelerated Filer, Accelerated Filer, and Non-Accelerated Filer are not eligible for scaled disclosures.

6. Typical Compliance Requirements:

   • Large Accelerated Filers have the most stringent compliance requirements.
   • Accelerated Filers have stringent requirements but slightly longer deadlines for Form 10-K compared to large accelerated filers.
   • Non-Accelerated Filers have standard filing requirements with no ICFR auditor attestation requirement.
   • Smaller Reporting Companies (SRCs) and Emerging Growth Companies (EGCs) benefit from scaled disclosures in areas like executive compensation, financial statements, and internal controls.

Emerging Growth Companies (EGCs) and Smaller Reporting Companies (SRCs) are eligible for scaled disclosures, which can significantly reduce the regulatory burden, particularly for companies undergoing rapid growth or needing to conserve resources while still complying with reporting requirements.

A large accelerated filer is a category of public company defined by the SEC under Rule 12b-2 of the Securities Exchange Act of 1934. The category determines certain filing requirements, deadlines, and compliance obligations, such as those related to internal control reporting under the Sarbanes-Oxley Act.

A company is classified as a large accelerated filer if it meets all of the following criteria as of the end of its fiscal year:

1. Public Float of $700 Million or More:

   • The company must have a public float (the aggregate market value of the company's voting and non-voting common equity held by non-affiliates) of $700 million or more.
   • Public float is typically measured as of the last business day of the second fiscal quarter of the company's fiscal year.

2. Subject to SEC Reporting for at Least 12 Months:

   • The company must have been subject to reporting requirements under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 for at least 12 calendar months.
   • This means the company must have been filing periodic reports (e.g., Forms 10-K and 10-Q) for at least a year.

3. Filed at Least One Annual Report:

   • The company must have filed at least one annual report (e.g., Form 10-K).

4. Not Eligible for Smaller Reporting Company Status:

   • The company must not qualify as a smaller reporting company, which is a classification based on both public float and annual revenues. A company is not considered a smaller reporting company if its public float exceeds $700millionorifithasannualrevenuesofmorethan$100 million and a public float between $75millionand$700 million.

Being classified as a large accelerated filer comes with stricter filing requirements, including shorter deadlines for periodic reports and additional compliance obligations:

1. Form 10-K Filing Deadline:

   • Large accelerated filers are required to file their Form 10-K (annual report) within 60 days after the end of their fiscal year.

2. Form 10-Q Filing Deadline:

   • Form 10-Q (quarterly report) must be filed within 40 days after the end of each fiscal quarter.

3. Internal Control Over Financial Reporting (ICFR) Requirements:

   • Under Section 404(b) of the Sarbanes-Oxley Act (SOX), large accelerated filers are required to have an independent auditor attestation on the effectiveness of ICFR.
   • This is an important component of corporate governance, as it ensures that the company’s internal control systems are effective in preventing and detecting material misstatements.

4. Proxy Statements and Other Disclosures:

   • Large accelerated filers must also adhere to stringent requirements for other SEC filings, such as proxy statements (e.g., Schedule 14A) and compliance with rules related to executive compensation and corporate governance.

An accelerated filer is a category of public company defined by the SEC under Rule 12b-2 of the Securities Exchange Act of 1934. This classification affects a company's SEC filing deadlines, internal control audit requirements, and other regulatory obligations.

A company is classified as an accelerated filer if it meets all of the following criteria as of the end of its fiscal year:

1. Public Float of $75MilliontoLessThan$700 Million

   • The company must have a public float of at least $75 million, but less than $700 million.

2. Subject to SEC Reporting for At Least 12 Months

   • The company must have been subject to SEC reporting requirements under Section 13(a) or 15(d) of the Exchange Act for at least 12 calendar months.
   • This includes filing periodic reports such as Forms 10-K and 10-Q for at least one year.

3. Filed At Least One Annual Report

   • The company must have filed at least one annual report (e.g., Form 10-K).

4. Not Eligible as a Smaller Reporting Company

   • The company must not qualify as a smaller reporting company (SRC).

   • As of the end of the second fiscal quarter:

     • Companies with annual revenues below $100 million are considered SRCs if their public float is less than $250 million.
     • Companies with public float between $250millionand$700 million are considered SRCs only if their annual revenues are under $100 million.

   • If a company qualifies as an SRC, it is not classified as an accelerated filer, even if its public float is above $75 million.

Once classified as an accelerated filer, a company becomes subject to faster reporting timelines and some heightened compliance responsibilities.

1. Form 10-K Filing Deadline

   • Accelerated filers must file their Form 10-K (annual report) within 75 days after the end of their fiscal year.

2. Form 10-Q Filing Deadline

   • Form 10-Q (quarterly report) must be filed within 40 days after the end of each fiscal quarter.

3. Internal Control Over Financial Reporting (ICFR) Requirements

   • Accelerated filers are subject to Section 404(a) of the Sarbanes-Oxley Act (SOX) and must include management's assessment of internal controls.
   • They are also subject to Section 404(b), meaning they must obtain an independent auditor’s attestation on the effectiveness of internal control over financial reporting (ICFR).
   • However, if they also qualify as smaller reporting companies, they may be exempt from 404(b).

4. Proxy Statements and Other Disclosures

   • Accelerated filers must comply with the standard SEC proxy filing requirements (e.g., Schedule 14A) and must disclose:

     • Executive compensation (per Regulation S-K)
     • Related party transactions
     • Corporate governance disclosures

A non-accelerated filer is a category of public company defined by the SEC under Rule 12b-2 of the Securities Exchange Act of 1934. This classification generally includes smaller issuers that are not subject to the shorter filing deadlines and compliance obligations that apply to accelerated or large accelerated filers.

A company is classified as a non-accelerated filer if it meets any of the following conditions as of the end of its fiscal year:

1. Public Float of Less Than $75 Million

   • The company has a public float of less than $75 million, measured as of the last business day of the second fiscal quarter.

2. No Public Float

   • A company with no calculable public float (e.g., no publicly traded equity) is automatically considered a non-accelerated filer.

3. Subject to SEC Reporting for Less Than 12 Months

   • The company has been subject to SEC reporting requirements under Section 13(a) or 15(d) of the Exchange Act for less than 12 months.

4. Not Otherwise an Accelerated or Large Accelerated Filer

   • The company does not meet the criteria to be classified as either an accelerated or large accelerated filer.
   • Many non-accelerated filers also qualify as smaller reporting companies (SRCs) and benefit from scaled disclosures.

Once classified as a non-accelerated filer, a company is subject to extended filing deadlines and reduced compliance obligations compared to accelerated filers.

1. Form 10-K Filing Deadline

   • Non-accelerated filers must file their Form 10-K (annual report) within 90 days after the end of their fiscal year.

2. Form 10-Q Filing Deadline

   • Form 10-Q (quarterly report) must be filed within 45 days after the end of each fiscal quarter.

3. Internal Control Over Financial Reporting (ICFR) Requirements

   • Non-accelerated filers must comply with Section 404(a) of the Sarbanes-Oxley Act (SOX), which requires management’s assessment of internal control effectiveness.
   • They are exempt from Section 404(b) and therefore not required to obtain an independent auditor’s attestation of internal control over financial reporting.

4. Proxy Statements and Other Disclosures

   • Non-accelerated filers must file proxy statements (e.g., Schedule 14A) but may be eligible for reduced disclosure requirements if they also qualify as smaller reporting companies.

   • Key disclosures may include:

     • Executive compensation (scaled if SRC)
     • Related party transactions
     • Corporate governance and board independence

A smaller reporting company (SRC) is a category of public company defined by the SEC under Item 10(f)(1) of Regulation S-K and Rule 12b-2 of the Securities Exchange Act of 1934. This classification allows eligible companies to provide scaled disclosures in their SEC filings, reducing regulatory burden for smaller entities.

A company qualifies as a smaller reporting company if it meets either of the following criteria as of the end of its second fiscal quarter:

1. Public Float of Less Than $250 Million

   • If the company has a calculable public float, it qualifies as an SRC if the float is below $250 million.

2. Public Float of Less Than $700Million\ast and\ast AnnualRevenuesofLessThan$100 Million

   • If the company has a public float of less than $700 million and annual revenues of less than $100 million, it qualifies as an SRC.
   • This provision captures companies with larger floats but still low revenues.

3. No Public Float

   • If a company cannot calculate public float (e.g., no public equity), it qualifies as an SRC if its annual revenues are less than $100 million.

4. Transition Thresholds

   • Once a company exceeds the SRC thresholds, it must reassess at the next annual measurement date.
   • A company will no longer qualify as an SRC if:
     • Its public float is $250 million or more, or
     • Its public float is $700 million or more and annual revenues are $100 million or more.

Once classified as a smaller reporting company, the issuer becomes eligible for various scaled disclosure accommodations in its periodic reports and registration statements.

1. Form 10-K Filing Deadline

   • If the company is also a non-accelerated filer, the Form 10-K is due within 90 days of fiscal year-end.
   • If it is an accelerated filer and also an SRC, the deadline is 75 days.

2. Form 10-Q Filing Deadline

   • Same as standard filer category:
     • Non-accelerated/SRC: 45 days
     • Accelerated/SRC: 40 days

3. Scaled Disclosures in SEC Filings

   • SRCs may provide less extensive disclosures in areas such as:
     • Executive compensation (only two named officers, limited tables)
     • Business description (Item 101)
     • MD&A (only two years of comparison)
     • Selected financial data (omitted entirely)
     • Risk factors (Item 105) – less prescriptive
     • Governance and director disclosures

4. Internal Control Over Financial Reporting (ICFR)

   • SRCs that are non-accelerated filers are exempt from SOX 404(b) (no auditor attestation required).
   • Must still provide management’s assessment under SOX 404(a).

5. Eligibility for Regulation A+ Tier 2 Offerings

   • SRCs may be eligible to raise capital under Regulation A+, which provides a streamlined path for smaller capital raises with fewer requirements than a traditional S-1 offering.

6. Simplified XBRL Tagging

   • SRCs may use simplified tagging requirements under the SEC’s Inline XBRL rules.

7. Proxy Statement Accommodations

   • SRCs may omit certain disclosures in Schedule 14A, such as:
     • CEO pay ratio (if < $100M revenue)
     • Compensation discussion & analysis (CD&A)

An Emerging Growth Company (EGC) is a category of issuer created under the Jumpstart Our Business Startups (JOBS) Act of 2012. It is intended to ease the regulatory burden on newly public companies, encouraging more IPOs by providing scaled disclosure and compliance accommodations.

A company qualifies as an emerging growth company if it meets all of the following criteria:

1. Annual Revenues of Less Than $1.235 Billion

   • The company must have had total annual gross revenues of less than $1.235 billion (as of 2025 threshold).
   • This is measured for the most recently completed fiscal year.

2. First Sale of Common Equity After December 8, 2011

   • The company must have first sold common equity securities in a registered offering on or after December 8, 2011.
   • This typically refers to the initial public offering (IPO) date.

3. Not Yet a Large Accelerated Filer

   • A company ceases to be an EGC if it becomes a large accelerated filer, i.e., has a public float of $700 million or more.

4. Five-Year Time Limit

   • A company can maintain EGC status for up to 5 years after its IPO, unless it:
     • Exceeds the $1.235 billion revenue threshold,
     • Issues more than $1 billion in non-convertible debt over a three-year period, or
     • Becomes a large accelerated filer.

Once classified as an emerging growth company, the issuer is eligible for significant regulatory accommodations related to disclosures, audits, governance, and SEC review.

1. Reduced Financial Statement Requirements

   • Only two years of audited financial statements are required in registration statements (vs. three for non-EGCs).
   • Can omit selected financial data (Item 301 of Regulation S-K).

2. Executive Compensation Disclosure Relief

   • May provide reduced executive compensation disclosures, similar to those permitted for smaller reporting companies.
   • Exempt from say-on-pay and say-on-frequency votes.

3. Exemption from Auditor Attestation (SOX 404(b))

   • EGCs are exempt from Section 404(b) of the Sarbanes-Oxley Act, which requires an independent auditor's report on the effectiveness of internal controls over financial reporting.

4. Confidential IPO Filing

   • EGCs may file IPO registration statements confidentially with the SEC (via Form DRS), allowing them to resolve SEC comments before public disclosure.

5. Testing-the-Waters Communications

   • EGCs may "test the waters" by engaging in oral or written communications with qualified institutional buyers (QIBs) and institutional accredited investors prior to filing a registration statement, to gauge interest in a potential offering.

6. Extended Transition Period for New Accounting Standards

   • EGCs may choose to defer compliance with new or revised accounting standards until they are required for private companies.
   • This election must be made consistently in filings.

7. Research Analyst Flexibility

   • Securities research analysts can publish reports and participate in communications with investors during the IPO process without violating SEC restrictions, which normally apply to analyst participation in offerings.

A shell company is defined by the SEC under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934. Shell companies are public or private entities with minimal or no operations and limited assets, typically formed to raise capital or facilitate mergers, acquisitions, or reverse takeovers.

Feature	Shell Company
Business Operations	None or nominal
Primary Assets	Cash or nominal assets
Common Purpose	Merger, acquisition, reverse merger, or capital raise
SPAC Variant	Yes, blank check shell companies
Can Use S-8?	No (until post-merger and current for 60 days)
Rule 144 Sales Restricted?	Yes, must meet specific conditions
Reverse Merger Disclosure	Form 8-K with full Form 10 information
Eligible for WKSI Status?	No

A company is considered a shell company if it meets any of the following criteria:

1. No or Nominal Operations

   • The company has no significant business operations or ongoing commercial activity.

2. Assets Consist Mainly of Cash or Nominal Assets

   • The company’s assets primarily consist of cash, cash equivalents, or nominal other assets, with no substantial business operations.

3. Formed to Merge or Acquire

   • Many shell companies are established specifically to merge with or acquire an operating business (e.g., SPACs, or Special Purpose Acquisition Companies).

1. Blank Check Companies (e.g., SPACs)

   • These are development-stage companies that plan to engage in a merger or acquisition within a set timeframe.
   • SPACs raise capital through IPOs and are subject to Rule 419 restrictions unless exempt.

2. Reverse Merger Shells

   • Private companies may go public via a reverse merger with a shell company.
   • The private business effectively becomes public by acquiring the shell.

3. Inactive Public Shells

   • These are formerly operating public companies that ceased operations but maintain public registration status.
   • Often used for reverse merger opportunities or resale registration.

1. Restricted Use of Form S-8

   • Shell companies are not eligible to use Form S-8 to register securities for employee benefit plans until 60 days after filing Form 10 with current Form 10 information.

2. Enhanced Disclosure Requirements

   • If a shell company conducts a reverse merger, it must file a Form 8-K (Item 2.01) with Form 10-level disclosure within four business days of completing the transaction.

3. Limitations on Rule 144 Resales

   • Securities of former shell companies are restricted under Rule 144:
     • Rule 144 is unavailable unless the company:
       • Is no longer a shell,
       • Has filed “Form 10 information”,
       • Has been current in all Exchange Act filings for at least 12 months following such disclosure.

4. SPAC-Specific Filings

   • SPACs must file:
     • S-1 to register IPO securities,
     • 8-Ks for significant events (e.g., letter of intent, merger announcement),
     • DEFM14A or S-4 in connection with de-SPAC mergers.

5. Ineligible for WKSI Status

   • Shell companies, including former shell companies, are not eligible to be Well-Known Seasoned Issuers (WKSIs).

6. Exchange Listing Rules

   • NYSE and Nasdaq have special rules for listing SPACs and shell companies, including requirements for completing a business combination within a specified period (typically 24 months).

A Foreign Private Issuer (FPI) is a non-U.S. company that qualifies for special disclosure and reporting accommodations under the U.S. securities laws, particularly the Securities Exchange Act of 1934 and the Securities Act of 1933. FPIs benefit from a less burdensome regulatory regime than U.S. domestic issuers.

Feature	Foreign Private Issuer (FPI)
Incorporated Outside U.S.	Yes
50%+ U.S. Shareholders?	Must be under threshold
Executive/Asset/Business Tests	Must fail all to qualify
Annual Report	Form 20-F (due in 120 days)
Quarterly Report	Not required (may use Form 6-K)
Current Reports	Form 6-K (furnished, not filed)
Proxy Statement	Not required (unless soliciting in U.S.)
Section 16 Forms (3, 4, 5)	Exempt
SOX 404(b) Auditor Attestation	Only if accelerated/large accelerated filer
Exchange Governance Rules	Exempt with disclosure of home country practices
Capital Raising Forms	F-1, F-3, 424B, etc.

A company qualifies as a Foreign Private Issuer if it meets both of the following criteria as defined under Rule 405 (Securities Act) and Rule 3b-4(c) (Exchange Act):

1. Incorporated or Organized Outside the United States

   • The company must be organized under the laws of a foreign country.

2. Fails Both U.S. Jurisdictional Tests

   • As of the end of its second fiscal quarter, the company must not:

     • Have more than 50% of its outstanding voting securities held by U.S. residents, and
     • Either:
       • Have a majority of its executive officers or directors in the U.S.,
       • Have more than 50% of its assets located in the U.S., or
       • Conduct its business principally in the U.S.

   • If either condition is met, the issuer is considered a U.S. domestic issuer, not an FPI.

Foreign Private Issuers enjoy relaxed filing schedules, less detailed disclosures, and exemptions from some corporate governance rules that apply to domestic issuers.

1. Annual Report – Form 20-F

   • FPIs file Form 20-F (or Form 40-F for Canadian issuers) within four months (120 days) of fiscal year-end.
   • Includes:
     • Audited financials (U.S. GAAP or IFRS as issued by IASB),
     • Management discussion and analysis,
     • Risk factors, governance, compensation, and shareholding disclosures.

2. No Quarterly Reports Required

   • FPIs are not required to file Form 10-Q.
   • Instead, they may furnish periodic press releases or interim results via Form 6-K.

3. Current Reports – Form 6-K

   • Material information made public outside the U.S. (e.g., in home country or stock exchange) must be furnished to the SEC via Form 6-K.
   • No fixed schedule; filed as needed.

4. Exemption from Section 14 Proxy Rules

   • FPIs are not subject to U.S. proxy statement rules (e.g., Schedule 14A) unless they voluntarily solicit proxies in the U.S.
   • Shareholder meetings follow home country rules.

5. Exemption from Section 16 Reporting

   • FPIs are exempt from Forms 3, 4, and 5 related to insider trading and ownership reporting by officers, directors, and 10% holders.

6. SOX 404(b) Applies Selectively

   • If an FPI is also an accelerated or large accelerated filer, it must comply with SOX 404(b) auditor attestation of ICFR.
   • Otherwise, only management’s assessment (404(a)) is required.

7. Exemptions from U.S. Governance Rules

   • FPIs listed on U.S. exchanges (e.g., NYSE, Nasdaq) are exempt from many governance standards (such as board independence, audit committee rules) if they follow home country practices and disclose the differences.

8. Registration Statements

   • FPIs raise capital via Form F-1 (initial registration) or Form F-3 (shelf offerings).
   • Final prospectuses are filed as 424B forms, similar to domestic filers.

A Registered Management Investment Company is a type of investment company that is registered with the SEC under the Investment Company Act of 1940 and is actively managed by an investment adviser. These entities include mutual funds, exchange-traded funds (ETFs), and closed-end funds and pool money from investors to invest in a portfolio of securities, with the portfolio managed according to a defined strategy.

Feature	Registered Management Investment Company
Legal Basis	Investment Company Act of 1940
Structure	Open-end funds, ETFs, closed-end funds
Management	Active management by registered investment adviser
Registration Forms	N-1A (open-end), N-2 (closed-end), 485, 497
Periodic Reports	N-CSR, N-PORT, N-CEN, N-PX, N-RN
Liquidity & Risk Filings	N-LIQUID, N-CR, N-MFP
Proxy Voting Disclosure	N-PX
Governance Requirements	Independent board, CCO, compliance program
Investor Protections	Fiduciary duty, custody rules, disclosure mandates

Types of Registered Management Investment Companies

• Open-End Funds (Mutual Funds): Investors can buy or redeem shares at NAV on any business day.
• Exchange-Traded Funds (ETFs): Traded on exchanges like stocks, typically open-end but structured to allow intraday trading.
• Closed-End Funds: Fixed number of shares issued; traded on secondary markets; prices may differ from NAV.

1. Actively Managed by an Investment Adviser

   • The fund is managed by a registered investment adviser who selects and manages portfolio investments in line with the fund’s objectives.

2. Registered Under the Investment Company Act of 1940

   • Registration with the SEC is mandatory under the ’40 Act to offer shares to the public.
   • Offers investor protections such as limits on leverage, requirements for independent directors, and reporting obligations.

Registered Management Investment Companies are subject to extensive SEC reporting, disclosure, and compliance requirements.

Category	Form	Purpose / Description
Registration Statements	Form N-1A	Used by open-end funds (mutual funds and ETFs) to register under the Securities Act of 1933 and Investment Company Act of 1940.
	Form N-2	Used by closed-end funds and business development companies (BDCs).
	Form N-8B-2	For face-amount certificate companies.
Prospectus Filings	Form 497	Final prospectus or amendments filed under Rule 497 of the Securities Act.
	Form 485	Post-effective amendments to Form N-1A or N-2 filings.
	Form 486BPOS / 486BXT	For certain insurance products and investment contracts.
Periodic Reports	Form N-CSR	Certified shareholder report (semi-annual and annual financial statements).
	Form N-Q (replaced)	Previously used to report portfolio holdings quarterly.
	Form N-PORT	Monthly portfolio holdings (filed quarterly).
	Form N-CEN	Annual census of fund characteristics, service providers, and operations.
Liquidity & Risk Disclosures	Form N-LIQUID	Filed when certain liquidity events occur (e.g., significant holdings become illiquid).
	Form N-RN	Reports material events affecting fund risk, required within four business days.
Proxy Voting Records	Form N-PX	Annual disclosure of proxy votes cast by the fund on portfolio securities.
Money Market Funds	Form N-MFP	Monthly portfolio reporting for money market funds.
	Form N-CR	Filed when money market funds experience stress or impose liquidity fees/gates.
Other Forms & Notices	Form 24F-2	Annual notice of securities sold for funds with indefinite registration.
	Form 40-17G	Fidelity bond filings.
	Rule 17g-1 Notices	Notices related to fidelity bond changes.

1. Board Composition

   • Must have a board of directors, with at least 40% independent.
   • Boards oversee adviser performance, fees, valuation, and policies.

2. Investment Adviser Registration

   • Adviser must be registered under the Investment Advisers Act of 1940.
   • Subject to fiduciary duty and fee disclosure requirements.

3. Custodian and Transfer Agent

   • Funds must maintain assets with a qualified custodian and appoint a transfer agent for recordkeeping and transactions.

4. Compliance Programs

   • Required to adopt a compliance program, designate a chief compliance officer (CCO), and undergo annual reviews.

An Institutional Investment Manager is any entity that exercises investment discretion over $100 million or more in Section 13(f) securities, as defined by the SEC under the Securities Exchange Act of 1934. These managers are required to make regular disclosures to promote transparency of holdings by large investors in U.S. public markets.

This classification is governed by Section 13(f) of the Exchange Act and Rule 13f-1, which outline filing requirements for investment managers.

An entity qualifies if it meets all of the following:

1. Exercises Investment Discretion

   • The manager must control investment decisions for one or more accounts, either directly or via delegated authority.

2. Holds $100 Million or More in Section 13(f) Securities

   • The threshold applies on the last trading day of any month in a calendar year.
   • Section 13(f) securities include exchange-traded U.S. equities, options, warrants, convertible shares, and certain ETFs.

3. Is a Legal Entity

   • Institutional investment managers can include:
     • Registered investment advisers
     • Banks
     • Insurance companies
     • Hedge funds
     • Mutual fund managers
     • Pension funds
     • Trust companies
     • Corporations managing their own portfolios

Institutional investment managers have specific disclosure obligations to the SEC to ensure public visibility into large equity holdings.

1. Form 13F

   • Who Files: All institutional investment managers with $100 million or more in 13(f) securities.
   • When: Within 45 days after the end of each calendar quarter.
   • Filing Form 13F is mandatory, but does not imply SEC approval.
   • Content:
     • List of all long positions in Section 13(f) securities
     • Number of shares and market value
     • CUSIP numbers, issuer names, and voting authority
   • Confidential Treatment: Managers may request temporary confidential treatment for sensitive positions under Rule 24b-2.

2. Form 13F-HR (Holdings Report)

   • The standard 13F filing containing all required holdings.

3. Form 13F-NT (Notice Filing)

   • Filed when a manager is part of a group and another member files the full 13F-HR on its behalf.

4. Form 13F-CTR (Confidential Treatment Request)

   • Requests suppression of specific positions from public disclosure for a defined time period.

5. Amendments

   • 13F-HR/A or 13F-NT/A must be filed to correct errors or update prior filings.

Form Type	When Filed	Who Files	Purpose
Form 13F-HR	Quarterly (within 45 days)	Investment managers with ≥ $100M in 13(f) securities	Discloses long positions
Form 13F-NT	Quarterly	Managers relying on another’s filing	Notice of no separate holdings reported
Form 13F-CTR	As needed	Managers seeking confidentiality	Request for confidential treatment
13F-HR/A / NT/A	As needed	Filers amending earlier submissions	Correct or update previously filed reports

A Business Development Company (BDC) is a type of closed-end investment company created under the Investment Company Act of 1940, as amended by the Small Business Investment Incentive Act of 1980. BDCs are designed to facilitate capital access for small and mid-sized U.S. businesses, particularly those that are private or thinly traded.

BDCs combine characteristics of registered investment companies and operating companies, and are subject to both Securities Act and Exchange Act requirements, while also benefiting from certain regulatory flexibilities.

Feature	Business Development Company (BDC)
Legal Basis	Investment Company Act of 1940 (Section 54)
Main Purpose	Invest in and assist small/mid-sized U.S. companies
Primary Registration Form	Form N-2
Financial Reports	10-K, 10-Q, 8-K
Leverage Limit	200% asset coverage (may elect 150%)
Tax Treatment	RIC (pass-through taxation if 90% income distributed)
Board Requirements	Majority independent; oversight of adviser and valuation
SEC Filings	N-2, N-CEN, N-PORT, DEF 14A, 24F-2, Insider Forms
Ownership Disclosure	Forms 3, 4, 5
Proxy Voting Record	Form N-PX (if applicable)

1. Focus on U.S.-Based Private or Small Public Companies

   • Must invest at least 70% of total assets in eligible portfolio companies, typically:
     • U.S.-based
     • Not investment companies
     • Small, mid-sized, or early-stage

2. Registered with the SEC

   • BDCs elect BDC status by filing a notice on Form N-54A under the Investment Company Act of 1940.
   • Subject to certain provisions of the ’40 Act, but exempt from others to allow operational flexibility.

3. Typically Publicly Traded

   • Many BDCs are listed on national exchanges, though non-traded BDCs also exist.
   • Shareholders may include both institutional and retail investors.

4. Hybrid Regulation

   • Regulated under:
     • Investment Company Act of 1940
     • Securities Exchange Act of 1934
     • Securities Act of 1933
   • BDCs are also subject to corporate income tax unless they qualify as Regulated Investment Companies (RICs).

Form	Purpose
Form N-2	Registration statement for public offerings by BDCs (similar to closed-end funds).
Form 10-K	Annual report with audited financials, management discussion, risk factors.
Form 10-Q	Quarterly report with financial statements and updates.
Form 8-K	Current reports for material events (e.g., new investments, board changes).
DEF 14A	Proxy statement for shareholder meetings, typically for elections or approvals.
Form N-PX	Annual proxy voting record (if applicable).
Form 3/4/5	Insider ownership filings for officers, directors, and 10% holders.
Form N-PORT	Portfolio holdings report (if registered as an investment company).
Form N-CEN	Annual census report.
Form 24F-2	Annual notice for indefinite share registration (if applicable).

1. Board Composition

   • At least a majority of directors must be independent.
   • Responsible for approving advisory contracts, valuation methods, compliance oversight.

2. Adviser Oversight

   • Most BDCs are externally managed by a registered investment adviser, subject to fiduciary duty and disclosure rules.
   • Adviser fees must be disclosed and approved by the board and shareholders.

3. Leverage Limits

   • BDCs can incur debt, but are subject to a 200% asset coverage ratio (i.e., $1ofdebtforevery$1 of equity).
   • May be reduced to 150% with shareholder or board approval under certain conditions.

4. RIC Tax Status

   • BDCs typically operate as Regulated Investment Companies (RICs) under the Internal Revenue Code, avoiding corporate tax if they:
     • Distribute 90%+ of taxable income to shareholders
     • Comply with asset and income tests

5. Investment Restrictions

   • Cannot invest in other investment companies, real estate, or control more than one portfolio company unless certain tests are met.
   • Must provide managerial assistance to portfolio companies.

Voluntary filers are companies that voluntarily submit SEC filings, such as Form 10-K and Form 10-Q, even though they are not legally obligated to do so. They do this to maintain transparency, access capital, or provide continuing information to investors, lenders, or other stakeholders. Unlike mandatory filers, voluntary filers are not subject to strict SEC filing deadlines or penalties for late filings, but they often adhere to the same reporting standards to build trust and maintain positive investor relations.

1. Not Subject to Mandatory Reporting Requirements:

   • Unlike public companies that are registered under the Securities Act of 1933 or have a class of securities registered under Section 12 of the Exchange Act, voluntary filers are not legally required to file reports with the SEC.
   • This situation may arise when:
     • A company deregistered with the SEC but continues to have a shareholder base interested in periodic reporting.
     • A company previously issued public debt securities, but those securities are no longer required to be registered.
     • A company is privately held but chooses to maintain transparency for its investors.

2. SEC Filings by Voluntary Filers:

   • Voluntary filers submit Form 10-K (annual report), Form 10-Q (quarterly report), and Form 8-K (current report) to the SEC.
   • However, they are not subject to deadlines for filing, as they are not technically required to comply with SEC rules.
   • While voluntary filers may not face the same strict deadlines as mandatory filers, many still adhere to typical filing deadlines to meet shareholder expectations.

3. No Requirement for SEC Registration:

   • Unlike companies with securities registered under Section 12(g) or Section 12(b), voluntary filers do not need to register their securities with the SEC.
   • This often means that they are not subject to the same level of SEC enforcement for late or missing filings.

1. Maintain Transparency:

   • Some companies choose to be voluntary filers to provide their investors, debt holders, or other stakeholders with financial and operational information.
   • This transparency helps maintain investor trust and can be especially valuable if the company is considering going public again in the future.

2. Access to Capital:

   • By maintaining SEC filings, voluntary filers may find it easier to access capital from investors or obtain better financing terms from lenders. Having audited financials and a history of transparency can make a company more attractive to potential investors.

3. Investor Relations:

   • Companies that have a broad shareholder base may wish to continue providing SEC filings to maintain strong investor relations.
   • Filing reports voluntarily helps keep existing investors informed and can reduce shareholder inquiries and concerns.

• Companies that have deregistered with the SEC but continue to have a large number of shareholders who want to remain informed. This could happen after a company goes private but wants to continue providing reports to its stakeholders.
• Debt-only filers that previously registered public debt securities, such as bonds, and subsequently paid off or retired the debt. Although no longer required to file, the company may continue filing to provide transparency to bondholders or potential creditors.

• No Legal Obligation: Voluntary filers are not legally bound to comply with SEC reporting deadlines, and there are typically no penalties from the SEC for missing a filing.
• Form Requirements: Voluntary filers often use the same forms (e.g., Form 10-K, Form 10-Q, Form 8-K) as registered issuers, but these filings do not carry the same regulatory obligations.
• Auditor Requirements: While voluntary filers may still prepare audited financial statements, they do not have the same requirements regarding Internal Control over Financial Reporting (ICFR) attestation by an auditor under SOX Section 404(b) unless they opt to follow those standards.

• Mandatory Filers: Companies subject to SEC requirements under Section 12 or Section 15(d) must comply with specific filing deadlines, disclosure requirements, and internal controls. They are also subject to enforcement actions if they fail to meet these obligations.
• Voluntary Filers: These companies do not have mandatory filing requirements but choose to submit reports to the SEC. They are not held to the same deadlines, nor are they typically subject to enforcement actions for missing filings.

Criteria	Well-Known Seasoned Issuer (WKSI)	Seasoned Issuer	Unseasoned Issuer	Ineligible Issuer
Public Float	$700millionormore,or$1 billion in non-convertible debt issued in the past 3 years	$75 million or more	Less than $75 million	Varies, typically restricted by legal or compliance issues
Reporting History	At least 12 months of SEC reporting	At least 12 months of SEC reporting	No specific requirement	Varies, typically with compliance issues
Form Eligibility	Form S-3/F-3 with automatic effectiveness	Form S-3/F-3	Form S-1/F-1	Limited eligibility for registration forms
Shelf Registration	Automatic shelf registration	Standard shelf registration	Not eligible for shelf registration	Not eligible for shelf registration
Pay-As-You-Go Filing Fees	Allowed	Not allowed	Not allowed	Not allowed
Incorporation by Reference	Allowed	Allowed	Not allowed	Not allowed
Eligibility for Simplified Processes	Full privileges for simplified processes	Limited privileges	No privileges	No privileges
Ineligible Conditions	Cannot be ineligible	Cannot be ineligible	Not applicable	Subject to bankruptcy, non-compliance, or other restrictions

A seasoned issuer is a company with a public float of at least $75 million and at least 12 months of timely SEC reporting history, allowing it to use Form S-3 or Form F-3 for streamlined registration of securities offerings. This classification grants certain benefits, including the ability to use shelf registration, incorporate by reference, and more easily raise capital, making it a step up from an unseasoned issuer but not as privileged as a Well-Known Seasoned Issuer (WKSI). The seasoned issuer designation indicates that the company is well-established and trusted enough to provide streamlined access to the capital markets, which allows it to respond more quickly to market opportunities and efficiently raise funds.

A company is considered a seasoned issuer if it meets the following criteria:

1. Public Float of $75 Million or More:

   • The company must have a public float (the aggregate market value of voting and non-voting common equity held by non-affiliates) of at least $75 million.
   • Public float is typically calculated as of the last business day of the company’s most recently completed second fiscal quarter.

2. Eligibility to Use Form S-3 or Form F-3:

   • A seasoned issuer must be eligible to use Form S-3 (for U.S. issuers) or Form F-3 (for foreign issuers) to register securities offerings.
   • To use these forms, the company must:
     • Have been subject to the reporting requirements of the Securities Exchange Act of 1934 for at least 12 months.
     • Have filed all required reports (e.g., Forms 10-K, 10-Q, and 8-K) on a timely basis during this period.

3. Not an Ineligible Issuer:

   • The company must not be classified as an ineligible issuer. An ineligible issuer could be:
     • A company that is in bankruptcy or receivership.
     • A company that has failed to file required SEC reports on time.
     • A company that is classified as a blank check, penny stock, or shell company.

A seasoned issuer benefits from simplified filing procedures and streamlined processes that make it easier to raise capital compared to unseasoned issuers:

1. Shelf Registration Eligibility:

   • A seasoned issuer can use shelf registration on Form S-3 or Form F-3. This allows the company to pre-register securities that it may offer at a later date, giving it flexibility to take advantage of favorable market conditions quickly.
   • The company can issue securities from the shelf registration on a delayed or continuous basis for up to three years without having to submit a new registration statement each time it wants to offer securities.

2. Incorporation by Reference:

   • Seasoned issuers can incorporate information by reference from their Exchange Act filings (such as Forms 10-K, 10-Q, and 8-K), reducing the amount of duplicated information in their registration statements.
   • This approach helps reduce the administrative burden and cost of preparing and filing registration statements.

3. Flexibility in Raising Capital:

   • With the ability to file a shelf registration and incorporate by reference, seasoned issuers can raise capital more efficiently compared to unseasoned issuers, which need to prepare more detailed filings for each offering.

1. Well-Known Seasoned Issuer (WKSI):

   • A WKSI is a larger category than a seasoned issuer, with a public float of $700 million or more or a history of issuing at least $1 billion in non-convertible debt in the past three years.
   • WKSIs can take advantage of additional privileges, such as automatic shelf registration, which allows their registration statements to become effective immediately upon filing.
   • WKSIs also benefit from pay-as-you-go filing fees, which provide even greater flexibility for issuing securities.

2. Unseasoned Issuer:

   • An unseasoned issuer is a company that does not qualify as a seasoned issuer because it does not meet the public float or reporting history requirements.
   • Unseasoned issuers are not eligible to use Form S-3 or Form F-3 and must file more detailed and time-consuming registration statements (e.g., Form S-1) for securities offerings.

3. Ineligible Issuer:

   • An ineligible issuer is a company that cannot benefit from the advantages given to seasoned issuers or WKSIs due to factors like bankruptcy, regulatory non-compliance, or other issues.
   • Ineligible issuers are barred from using Form S-3 or Form F-3 and must use more restrictive registration processes.

• A company, XYZ Corp, has a public float of $100 million as of the last business day of its most recent second fiscal quarter.
• XYZ Corp has also been subject to SEC reporting requirements for more than 12 months and has filed all required Exchange Act reports on a timely basis.
• As a seasoned issuer, XYZ Corp can use Form S-3 to register securities, allowing it to pre-register for future offerings and incorporate information from its Exchange Act filings.

A Well-Known Seasoned Issuer (WKSI) is a large, well-established public company with a public float of $700 million or more or one that has issued at least $1 billion in non-convertible debt in the last three years. WKSIs are granted special privileges by the SEC, such as automatic shelf registration, pay-as-you-go filing fees, and more streamlined filing requirements, which allow them to quickly access capital markets with minimal regulatory hurdles. These advantages help WKSIs respond to market opportunities and raise funds efficiently, making them a preferred choice for many large, publicly traded corporations.

A company qualifies as a WKSI if it meets the following criteria as of a determination date (usually the date of the latest eligibility check, such as the time of filing a registration statement):

1. Public Float of $700 Million or More:

   • The company must have a public float (the market value of the voting and non-voting common equity held by non-affiliates) of $700 million or more.
   • Public float is calculated as of the last business day of the issuer’s most recently completed second fiscal quarter.

2. Frequent Issuer of Debt:

   • Alternatively, a company can qualify as a WKSI if it has issued at least $1 billion in aggregate principal amount of non-convertible securities, other than common equity, in registered primary offerings for cash (not exchange offers) in the preceding three years.

3. SEC Reporting History:

   • The company must have been subject to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 for at least 12 calendar months.
   • This requirement ensures that the company has a track record of complying with SEC reporting obligations.

4. Not an Ineligible Issuer:

   • The company must not be classified as an ineligible issuer. Ineligible issuers may include:
     • Companies that are in bankruptcy or receivership.
     • Companies that have committed material violations of securities laws.
     • Blank check companies, penny stock issuers, or shell companies are also excluded.

The WKSI designation gives companies special privileges that help them access capital markets quickly and efficiently. The key benefits include:

1. Automatic Shelf Registration:

   • WKSIs are allowed to use an automatic shelf registration statement on Form S-3 or Form F-3.
   • Automatic Shelf Registration means that the registration statement becomes effective immediately upon filing, without SEC review, which allows companies to raise capital more quickly.
   • WKSIs can register an unlimited amount of securities and then offer them as needed, providing greater flexibility.

2. Pay-As-You-Go Filing Fees:

   • WKSIs can use a pay-as-you-go system to pay SEC filing fees at the time of the offering, rather than when the registration statement is filed.
   • This allows the issuer to avoid prepaying for securities that they may not end up offering.

3. Frequent Updates and Amendments:

   • WKSIs can make frequent amendments to their registration statements to update information without needing SEC approval, making it easier to adapt to market conditions.
   • This ability to amend filings without review helps WKSIs respond to opportunities quickly.

4. Incorporation by Reference:

   • WKSIs can incorporate information by reference from their Exchange Act filings (e.g., Forms 10-K, 10-Q, and 8-K), which reduces the burden of re-submitting the same information in registration statements.

• Public Float: $700 million or more; or
• Debt Issuance: $1 billion in non-convertible securities issued in the last three years.
• SEC Reporting History: At least 12 months of reporting under the Securities Exchange Act.
• Not an Ineligible Issuer: Must not have committed serious violations of securities laws or have characteristics like a blank check company.

• Seasoned Issuer:

  • A seasoned issuer has a public float of at least $75 million and can file a shelf registration statement on Form S-3 or Form F-3, but they do not have the automatic effectiveness and flexibility privileges that a WKSI has.

• Unseasoned Issuer:

  • An unseasoned issuer has a public float of less than $75 million or is not eligible to use Form S-3. They cannot use shelf registration and do not benefit from the privileges granted to WKSIs.

• Ineligible Issuer:

  • An ineligible issuer is one that is barred from WKSI status because of issues like bankruptcy, non-compliance, or involvement in criminal or civil fraud activities.

• Large publicly traded companies like Apple, Microsoft, or Amazon are typically classified as WKSIs due to their substantial public float and strong reporting history.
• These companies benefit from the ability to raise capital efficiently through automatic shelf registrations, which helps them adapt to market conditions and seize growth opportunities without significant regulatory delays.

An Asset-Backed Issuer is a special purpose entity (SPE or SPV) that issues asset-backed securities (ABS)—financial instruments collateralized by a pool of underlying assets such as loans, leases, receivables, or mortgages. These entities are subject to specialized disclosure and reporting obligations under Regulation AB and the Securities Act of 1933.

ABS issuers are often bankruptcy-remote structures formed solely to issue securities backed by income-generating assets.

Feature	Asset-Backed Issuer (ABS Issuer)
Legal Basis	Securities Act of 1933, Regulation AB
Entity Type	Special Purpose Entity (trust, LLC, etc.)
Asset Types	Loans, leases, receivables, mortgages, CLOs
Initial Registration	Form S-1 or Form S-3
Final Prospectus	Form 424B2 / 424B3 / 424B5
Ongoing Reports	Form 10-D (monthly), Form 8-K (event-driven), Form 10-K (annual)
Asset-Level Reporting	Form ABS-EE
Repurchase Activity	Form ABS-15G
Compliance Disclosure	Reg AB Items 1100–1125; Servicing reports
Tax Treatment	Often structured for pass-through tax treatment

1. Structured as a Special Purpose Entity (SPE)

   • An asset-backed issuer is typically a trust, LLC, or corporation created specifically to hold asset pools and issue securities.

2. Backed by Financial Assets

   • Common asset types include:
     • Residential or commercial mortgages (RMBS/CMBS)
     • Auto loans or leases
     • Credit card receivables
     • Student loans
     • Equipment leases
     • Trade receivables
     • Collateralized loan obligations (CLOs)

3. Passive Entity

   • ABS issuers are passive and do not actively manage portfolios or operations.
   • Cash flow is generated solely from the underlying asset pool.

Asset-backed issuers must comply with Regulation AB (Reg AB I and II), which governs registration, disclosure, and ongoing reporting requirements for registered ABS offerings.

Form	Purpose
Form S-3 or Form S-1	Used to register public ABS offerings under the Securities Act of 1933. ABS issuers must meet additional criteria to use Form S-3 (e.g., shelf eligibility, asset type).
Form 424B	Final prospectus supplements describing tranche structure, asset pool, and risk factors.
Form 8-K	Current reports required for specific material events (e.g., changes in servicer, trigger events, asset performance).
Form 10-D	Periodic distribution report filed within 15 days after each distribution date. Includes data on asset performance, cash flows, delinquencies, and triggers.
Form 10-K	Annual report that includes a full compliance and asset performance review, static pool data, and an assessment of compliance with servicing criteria.
Form ABS-EE	Structured XML-based report of asset-level data (e.g., for RMBS, auto ABS). Required for each Form 10-D and 424B2/424B5.
Form ABS-15G	Filed by ABS sponsors to disclose demand, repurchase, or replacement activity due to breaches in representations and warranties (under Rule 15Ga-1).

1. Shelf Registration and Takedowns

   • Issuers can register ABS offerings via Form S-3 shelf and issue tranches via 424B2, 424B3, or 424B5 supplements.

2. Static Pool Disclosure

   • Required in Form 10-K and registration statements to provide historical performance of similar asset pools.

3. Servicer and Compliance Reports

   • Item 1122 of Reg AB: Assessment of compliance with servicing criteria.
   • Item 1123: Servicer compliance statement must be filed as an exhibit to Form 10-K.

4. Investor Reports

   • Detailed monthly or quarterly investor reports are included in Form 10-D, covering:
     • Principal and interest paid
     • Delinquencies and defaults
     • Prepayments and trigger events
     • Waterfall structures and fees

5. TRACE and EDGAR

   • ABS securities may be traded over-the-counter and reported via FINRA’s TRACE, but offering and periodic reports are filed on EDGAR.