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15 U.S.C. § 80a–29 — Reports and financial statements of investment companies and affiliated persons
Federal law — U.S. Code and appendices · legal_authorities
**(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)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m/a&num=0&edition=prelim)] 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 exerci
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Source location: Title 15, Chapter 2D, § 80a–29; chapter-2d-investment-companies-and-advisers.md
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**(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)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m/a&num=0&edition=prelim)] 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m&num=0&edition=prelim) 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): 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.
(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:
**(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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78p&num=0&edition=prelim)] 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a–3/c/14&num=0&edition=prelim) 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], the Securities Exchange Act of 1934 [[15 U.S.C. 78a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78a&num=0&edition=prelim) 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a–3/c/14&num=0&edition=prelim) 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](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section5334&num=0&edition=prelim), including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Reports by issuer of security; contents** Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security—
(1) such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 78l of this title, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.
(2) such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.
Every issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange. In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this chapter or the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] and, with respect to any such statement or reports, an emerging growth company may not be
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Federal law — U.S. Code and appendices · legal_authorities
This chapter may be cited as the “Securities Exchange Act of 1934.”
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** The Council may provide for more stringent regulation of a financial activity by issuing recommendations to the primary financial regulatory agencies to apply new or heightened standards and safeguards, including standards enumerated in [section 5325 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section5325&num=0&edition=prelim), for a financial activity or practice conducted by bank holding companies or nonbank financial companies under their respective jurisdictions, if the Council determines that the conduct, scope, nature, size, scale, concentration, or interconnectedness of such activity or practice could create or increase the risk of significant liquidity, credit, or other problems spreading among bank holding companies and nonbank financial companies, financial markets of the United States, or low-income, minority, or underserved communities.
**(b) Procedure for recommendations to regulators**
(1) **Notice and opportunity for comment** — The Council shall consult with the primary financial regulatory agencies and provide notice to the public and opportunity for comment for any proposed recommendation that the primary financial regulatory agencies apply new or heightened standards and safeguards for a financial activity or practice.
(2) **Criteria** — The new or heightened standards and safeguards for a financial activity or practice recommended under paragraph (1)—
(A) shall take costs to long-term economic growth into account; and
(B) may include prescribing the conduct of the activity or practice in specific ways (such as by limiting its scope, or applying particular capital or risk management requirements to the conduct of the activity) or prohibiting the activity or practice.
**(c) Implementa
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Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Securities Act of 1933”.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Information required in registration statement**
(1) **In general** — The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim), and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as h
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Disclosures required**
(1) **Directors, officers, and principal stockholders required to file** — Every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to section 78l of this title, or who is a director or an officer of the issuer of such security (including, solely for the purposes of this subsection, every person who is a director or an officer of a foreign private issuer, as that term is defined in section 240.3b–4 of title 17, Code of Federal Regulations, or any successor regulation), shall file the statements required by this subsection with the Commission.
(2) **Time of filing** — The statements required by this subsection shall be filed—
(A) at the time of the registration of such security on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title;
(B) within 10 days after he or she becomes such beneficial owner, director, or officer, or within such shorter time as the Commission may establish by rule;
(C) if there has been a change in such ownership, or if such person shall have purchased or sold a security-based swap agreement involving such equity security, before the end of the second business day following the day on which the subject transaction has been executed, or at such other time as the Commission shall establish, by rule, in any case in which the Commission determines that such 2-day period is not feasible; or
(D) with respect to a foreign private issuer, the securities of which are, as of December 18, 2025, registered pursuant to subsection (b) or (g) of section 78l of this title, on the date that is 90 days after December 18
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Establishment; composition; limitations on commissioners; terms of office** There is hereby established a Securities and Exchange Commission (hereinafter referred to as the “Commission”) to be composed of five commissioners to be appointed by the President by and with the advice and consent of the Senate. Not more than three of such commissioners shall be members of the same political party, and in making appointments members of different political parties shall be appointed alternately as nearly as may be practicable. No commissioner shall engage in any other business, vocation, or employment than that of serving as commissioner, nor shall any commissioner participate, directly or indirectly, in any stock-market operations or transactions of a character subject to regulation by the Commission pursuant to this chapter. Each commissioner shall hold office for a term of five years and until his successor is appointed and has qualified, except that he shall not so continue to serve beyond the expiration of the next session of Congress subsequent to the expiration of said fixed term of office, and except (1) any commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term, and (2) the terms of office of the commissioners first taking office after June 6, 1934, shall expire as designated by the President at the time of nomination, one at the end of one year, one at the end of two years, one at the end of three years, one at the end of four years, and one at the end of five years, after June 6, 1934.
**(b) Appointment and compensation of staff and leasing authority**
(1) **Appointment and compensation** — The Commission shall appoint and compensate offic
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** Any authority granted to the President by [section 1702 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section1702&num=0&edition=prelim) may be exercised to deal with any unusual and extraordinary threat, which has its source in whole or substantial part outside the United States, to the national security, foreign policy, or economy of the United States, if the President declares a national emergency with respect to such threat.
**(b)** The authorities granted to the President by [section 1702 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section1702&num=0&edition=prelim) may only be exercised to deal with an unusual and extraordinary threat with respect to which a national emergency has been declared for purposes of this chapter and may not be exercised for any other purpose. Any exercise of such authorities to deal with any new threat shall be based on a new declaration of national emergency which must be with respect to such threat.
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Federal law — U.S. Code and appendices · legal_authorities
Page 119
TITLE 15—COMMERCE AND TRADE
§ 77b
7025, set out as a note under section 301 of Title 3, The
President.
CHAPTER 2A—SECURITIES AND TRUST
INDENTURES
SUBCHAPTER I—DOMESTIC SECURITIES
Sec.
77a.
Short title.
77b.
Definitions; promotion of efficiency, competi-
tion, and capital formation.
77b–1.
Swap agreements.
77c.
Classes of securities under this subchapter.
77d.
Exempted transactions.
77d–1.
Requirements with respect to certain small
transactions.
77e.
Prohibitions relating to interstate commerce
and the mails.
77f.
Registration of securities.
77g.
Information required in registration state-
ment.
77h.
Taking effect of registration statements and
amendments thereto.
77h–1.
Cease-and-desist proceedings.
77i.
Court review of orders.
77j.
Information required in prospectus.
77k.
Civil liabilities on account of false registra-
tion statement.
77l.
Civil liabilities arising in connection with
prospectuses and communications.
77m.
Limitation of actions.
77n.
Contrary stipulations void.
77o.
Liability of controlling persons.
77p.
Additional remedies; limitation on remedies.
77q.
Fraudulent interstate transactions.
77r.
Exemption from State regulation of securi-
ties offerings.
77r–1.
Preemption of State law.
77s.
Special powers of Commission.
77t.
Injunctions and prosecution of offenses.
77u.
Hearings by Commission.
77v.
Jurisdiction of offenses and suits.
77w.
Unlawful representations.
77x.
Penalties.
77y.
Jurisdiction of other Government agencies
over securities.
77z.
Separability.
77z–1.
Private securities litigation.
77z–2.
Application of safe harbor for forward-look-
ing statements.
77z–2a.
Conflicts of interest relating to certain
securitizations.
77z–3.
General exemptive authority.
77z
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77a
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Federal law — U.S. Code and appendices · legal_authorities
Page 202
TITLE 15—COMMERCE AND TRADE
§ 78a
Sec.
78m.
Periodical and other reports.
78m–1.
Reporting and recordkeeping for certain secu-
rity-based swaps.
78m–2.
Reporting requirements regarding coal or
other mine safety.
78n.
Proxies.
78n–1.
Shareholder approval of executive compensa-
tion.
78n–2.
Corporate governance.
78o.
Registration and regulation of brokers and
dealers.
78o–1.
Brokers deemed to be registered.
78o–2.
Liabilities arising prior to amendment unaf-
fected.
78o–3.
Registered securities associations.
78o–4.
Municipal securities.
78o–4a.
Commission Office of Municipal Securities.
78o–5.
Government securities brokers and dealers.
78o–6.
Securities analysts and research reports.
78o–7.
Registration of nationally recognized statis-
tical rating organizations.
78o–8.
Universal ratings symbols.
78o–9.
Study and rulemaking on assigned credit rat-
ings.
78o–10.
Registration and regulation of security-based
swap dealers and major security-based swap
participants.
78o–11.
Credit risk retention.
78p.
Directors,
officers,
and
principal
stock-
holders.
78q.
Records and reports.
78q–1.
National system for clearance and settlement
of securities transactions.
78q–2.
Automated quotation systems for penny
stocks.
78r.
Liability for misleading statements.
78s.
Registration, responsibilities, and oversight
of self-regulatory organizations.
78t.
Liability of controlling persons and persons
who aid and abet violations.
78t–1.
Liability to contemporaneous traders for in-
sider trading.
78u.
Investigations and actions.
78u–1.
Civil penalties for insider trading.
78u–2.
Civil remedies in administrative proceedings.
78u–3.
Cease-and-desist proceedings.
78u–4.
Private securities litigation.
78u–5.
Applic
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 78a
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