i do not like history of EDGAR.
i do not like history of EDGAR
What is EDGAR?
EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system, is the primary system for companies and others submitting documents under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, and the Investment Company Act of 1940.
Containing millions of company and individual filings, EDGAR benefits investors, corporations, and the U.S. economy overall by increasing the efficiency, transparency, and fairness of the securities markets. The system processes about 3,000 filings per day, serves up 3,000 terabytes of data to the public annually, and accommodates 40,000 new filers per year on average.
Learn about the history of EDGAR.
EDGAR® and EDGAR Link® are registered trademarks of the SEC.
Who has access to EDGAR’s information?
Access to EDGAR’s public database is free—allowing you to research, for example, a public company’s financial information and operations by reviewing the filings the company makes with the SEC. You can also research information provided by mutual funds (including money market funds), exchange-traded funds (ETFs), variable annuities, and individuals.
The Office of Investor Education and Advocacy has created a helpful guide to Using EDGAR to Research Investments.
What resources are available to help you file in EDGAR?
EDGAR provides a wealth of resources to help filers, including:
Who administers EDGAR?
The EDGAR Business Office (EBO) is the business owner of EDGAR. The office’s responsibilities include:
Governance and administration of EDGAR;
Strategic planning for EDGAR;
EDGAR filer support; and
Support for SEC staff with rulemaking and other development in EDGARElectronic Filing and the EDGAR System:A Regulatory OverviewAn outline of the SEC's EDGAR rules as applied to filings processed by the Divisions of Corporation Finance and Investment ManagementUpdated by:
Mauri L. Osheroff, Associate Director (Regulatory Policy), Division of Corporation Finance
Mark W. Green, Senior Special Counsel (Regulatory Policy), Division of Corporation Finance
Ruth Armfield Sanders, Senior Special Counsel (Legal and Disclosure), Division of Investment Management
October 3, 2006The Securities and Exchange Commission disclaims responsibility for any private publication or statement of any of its employees. This outline was prepared by members of the staff of the Divisions of Corporation Finance and Investment Management and does not necessarily represent the views of the Commission, the Commissioners, or other members of the staff.This outline was prepared by employees of the Securities and Exchange Commission as an aid to those who are subject to mandated electronic filing. The outline is available to the public at large and may be reproduced without restriction or charge by any party at any time.Electronic Filing and the EDGAR System: A Regulatory OverviewIn early 1993, the Commission began to mandate electronic filings through its Electronic Data Gathering, Analysis, and Retrieval system, EDGAR. This system is intended to benefit electronic filers, enhance the speed and efficiency of SEC processing, and make corporate and financial information available to investors, the financial community and others in a matter of minutes. Electronic dissemination generates more informed investor participation and more informed securities markets.In 2006, the Commission awarded contracts to:
Keane Federal Systems, Inc. to modernize and maintain the EDGAR database (the new system will use interactive data technologies such as XBRL (eXtensible Business Reporting Language) and XML (eXtensible Markup Language) to enable filers to tag key facts to create machine-readable documents from which computers can extract quickly desired data);
XBRL US, Inc. to complete the writing of XBRL “taxonomies” or computer labels used to tag data so that companies in all industries can file their financial reports in XBRL; and both
Rivet Software Inc. and Wall Street on Demand to provide interactive investor tools on the Commission’s website to enable investors to view and analyze companies’ financial statements that are filed in XBRL.
A. Chronology of EDGAR ReleasesThe Commission began developing an electronic disclosure system in 1983. By the fall of 1984, a pilot system was opened for volunteers filing with both the Division of Corporation Finance and the Division of Investment Management. On July 15, 1992, the operational EDGAR system was made available to those filers, still on a voluntary basis.On February 23, 1993, the Commission issued four releases adopting rules, on an interim basis, that required filers to file electronically, by direct transmission, diskette, or magnetic tape, most documents processed by the Divisions of Corporation Finance and Investment Management. The following releases also contained phase-in schedules to bring filers onto the EDGAR system, a process that began on April 26, 1993:
Release No. 33-6977 (explaining the EDGAR system generally and setting forth rules and procedures that apply to electronic submissions processed by the Division of Corporation Finance and in some cases, to those processed by the Division of Investment Management)
Release No. IC-19284 (adopting rules specific to electronic submissions made by investment companies under the Investment Company Act of 1940 and institutional investment managers under Section 13(f) of the Exchange Act)
Release No. 35-25746 (adopting rules specific to electronic submissions made by public utility holding companies and their subsidiaries under the Public Utility Holding Company Act of 1935 which was repealed as of early 2006)
Release No. 33-6980 (relating to the payment of filing fees, by both paper and electronic filers, to the Commission's lockbox depository at Mellon Bank in Pittsburgh, Pennsylvania, under Rule 3a of the Rules Relating to Informal and Other Procedures).
After completing the phase-in of a statutorily mandated significant test group in December 1993, the Commission refrained from further phase-in of EDGAR filers while the staff evaluated EDGAR's performance during a six-month test period, which ran from January 1, 1994 to June 30, 1994. The evaluation resulted in a positive assessment of the EDGAR system, based on data gathered from within the Commission as well as from the filers and other members of the public. Consequently, the staff recommended that the Commission proceed with full implementation of mandated electronic filing.Since that time, the Commission has issued a number of releases updating and making technical and other changes to the EDGAR filing requirements:
On December 19, 1994, the Commission issued Release No. 33-7122, which made the EDGAR interim rules final and applicable to all domestic registrants and third parties filing with respect to those registrants. Phase-in recommenced on January 30, 1995 and proceeded as set forth in a revised phase-in schedule. The Commission also adopted minor amendments to the electronic filing rules to reflect the staff's experience with the rules since mandated filing began in 1993.
On July 1, 1997, the Commission adopted a number of minor and technical amendments to its rules governing electronic filing, including the elimination of the transition rules applicable to the phase-in period. See Release No. 33-7427.
On October 24, 1997, the Commission adopted Rule 14 of Regulation S-T. See Release No. 33-7472 (effective January 1, 1998). This rule provides that the Commission will not accept in paper format filings required to be submitted electronically, absent a hardship exemption.
On January 12, 1999, the Commission adopted a rule requiring Form 13F reports to be filed in electronic format. See Release No. 34-40934. Filers must submit Forms 13F electronically, unless a hardship exemption is available.
On April 15, 1999, the Commission adopted a rule requiring Form N-8F and applications for deregistration under Investment Company Act Rule 0-2 to be filed in electronic format. See Release No. IC-23786.
On May 17, 1999, the Commission issued Release No. 33-7684 adopting new rules and amendments to existing rules and forms in connection with the first stage of EDGAR modernization. On June 28, 1999, the Commission began accepting live filings submitted to EDGAR in HyperText Markup Language (HTML) as well as documents submitted in American Standard Code for Information Interchange (ASCII) format. The Commission gave filers the option of accompanying their required filings with unofficial copies in Portable Document Format (PDF).
On April 24, 2000, the Commission issued Release No. 33-7855 adopting amendments to existing rules and forms to reflect changes in filing requirements resulting from the implementation of the next stage of EDGAR modernization. The rules provided for use of the Internet as a means of filing, acceptance of HTML documents with graphic and image files, and expanded use of hyperlinks. These features became available on the system on May 30, 2000. The release also eliminated the Financial Data Schedule requirement, effective January 1, 2001, and removed diskettes as an available means of transmitting filings to the EDGAR system, effective July 10, 2000.
On May 14, 2002, the Commission issued Release No. 33-8099 adopting rules requiring foreign issuers to make their Commission filings via EDGAR. The rules also eliminate the requirement that any first-time EDGAR filer, domestic or foreign, submit a paper copy of its electronic filing to the Commission. The rules became effective November 4, 2002, except that the rules eliminating the paper filing requirement were effective on May 24, 2002.
On May 7, 2003, the Commission issued Release No. 33-8230 adopting rules requiring the electronic filing of beneficial ownership reports on Forms 3, 4 and 5 filed by officers, directors and principal security holders (insiders) under Section 16(a) of the Exchange Act, and requiring issuers with corporate websites to post these reports. The release also removed magnetic cartridges as an available means of transmitting filings to the EDGAR system. The changes became effective June 30, 2003.
On April 21, 2004, the Commission issued Release No. 33-8410 adopting rule and form amendments requiring the electronic filing of applications on Form ID for access codes to file on EDGAR. The changes became effective April 26, 2004.
On February 3, 2005, the Commission issued Release No. 33-8529 adopting rule amendments to enable registrants to participate in its interactive data initiative by submitting voluntarily supplemental tagged financial information using the XBRL format as exhibits to specified EDGAR filings under the Exchange Act and the Investment Company Act. Registrants choosing to participate in the voluntary program also continue to file their financial information in HTML or ASCII format, as currently required. The changes became effective March 16, 2005.
On July 18, 2005, the Commission issued Release No. 33-8590 adopting rule amendments that require certain open-end management investment companies and insurance company separate accounts to identify in their EDGAR submissions information relating to their series and classes (or contracts, in the case of separate accounts). These provisions became effective February 6, 2006. The amendments also made filings under Section 17(g) of the Investment Company Act and sales literature filed by non-NASD members with the Commission under Section 24(b) mandatory electronic filings effective June 12, 2006. The amendments also made several minor and technical amendments, that became effective September 19, 2005.
B. EDGAR RulesMost of the EDGAR rules apply to all electronic filers, whether the filings are processed by the Division of Corporation Finance or the Division of Investment Management. The most significant differences in the rules applicable to filings made with respect to investment companies and institutional investment managers relate to the treatment of exhibits and annual reports to security holders. The following discussion addresses the rules as applicable to all filers; where applicable, differences in treatment are noted.1. Regulation S-T and EDGAR Filer ManualThe cornerstone of the EDGAR rules is Regulation S-T, a separate regulation containing rules prescribing requirements for filing electronically and the procedures for making such filings. Regulation S-T supersedes a number of the procedural requirements set forth in the Commission's rules and forms, for example, requirements relating to paper size and number of copies. The Commission amended its rules and forms as necessary to make references to specific electronic filing provisions. Electronic filers that obtain an exemption from the electronic filing provisions of Regulation S-T continue to file in paper in accordance with the paper filing requirements. In addition, as discussed below, the rules permit or require certain filings to be submitted in paper.Instructions for electronic filing, including technical formatting requirements, are set forth in the EDGAR Filer Manual. See Rule 301 of Regulation S-T. The EDGAR Filer Manual and EDGARLink are available on the EDGAR Database section of the SEC's website at http://www.sec.gov/info/edgar.shtml.a. Filing Medium and Filing FormatThe EDGAR system accepts electronic submissions by direct transmission via the Internet, dial-up lines or leased lines. Most filers currently make EDGAR submissions via the Internet by linking to the EDGARFILING or EDGAR On-Line websites. A few filers use a dial-up modem connection to EDGAR and some EDGAR filing agents have leased lines that connect directly to the EDGAR system.On May 5, 2003, a new on-line filing system was implemented as the method for insiders to file electronically their Forms 3, 4 and 5. As a result, EDGARLink (the filer assistance software that is provided to filers filing on EDGAR) support is no longer available for these forms. Persons need the same codes as are required to transmit using EDGARLink, however, to file on the new system. Each insider filing a Form 3, 4 or 5 needs a Central Index Key (CIK) and CIK Confirmation Code (CCC) for validation. This is true whether the insider is filing individually or as a joint filer. Each insider needs and should request only one set of codes even if he or she is an insider of more than one issuer. Persons can acquire the codes only by submitting a Form ID. The Commission's website posts frequently asked questions regarding the system at http://www.sec.gov/divisions/corpfin/sec16faq.htm.On April 26, 2004, a new on-line filing system accessed through the EDGAR Filer Management website was implemented as the method for applicants to file their applications on Form ID for access codes to file on EDGAR. As before the new system began, the Commission assigns the following access codes in response to a Form ID:
Central Index Key (CIK) — The CIK uniquely identifies each filer, filing agent, and training agent. An applicant cannot change this code. The CIK is a public number.
CIK Confirmation Code (CCC) — The applicant will use the CCC in the header of the applicant’s filings in conjunction with the applicant’s CIK to ensure that the applicant authorized the filing.
Password (PW) — The PW allows the applicant to log onto the EDGAR system, submit filings, and change the applicant’s CCC.
Password Modification Authorization Code (PMAC) — The PMAC allows the applicant to change the applicant’s password.
In addition, modifications to EDGAR in connection with establishing the new system require not only applicants who file Form ID, but also users who log onto EDGAR for filing for the first time on or after April 26, 2004, to choose a passphrase. A passphrase enables a user to change access codes other than a CIK and remains valid unless and until the user changes it.b. Use of HTMLThe EDGAR system accepts both ASCII and HTML documents as official filings. The Commission is not now requiring the use of HTML. However, the Commission expects to require HTML for most filings in the future, so it encourages filers to use it and gain experience with this format if they do not have it already. If HTML is used, each EDGAR document may consist of no more than one HTML file.The EDGAR system imposes certain limitations on HTML documents, as discussed below. Filers may not submit Form N-SAR and Form 13F as HTML documents. These documents have standard formats and tagging designed for presentation in ASCII, and their current format facilitates their downloading and use in other computer applications. However, filers may submit exhibits to Form N-SAR in HTML. See Rule 105 of Regulation S-T.c. Use of PDFIn addition to permitting the use of HTML in filings, the Commission permits filers to submit a single unofficial PDF copy of each electronic document other than a Form 3, 4, 5 or ID. See Rule 104 of Regulation S-T. Filers may not use PDF documents instead of HTML or ASCII documents to meet filing requirements. Unofficial PDF copies of filings will be disseminated publicly. The unofficial PDF copy is optional, but if a filer submits an unofficial PDF copy of a document, that PDF document must be the same as the official document (the HTML or ASCII document of which it is a copy) in all respects except for the formatting and inclusion of graphics (instead of the narrative and/or tabular description of the graphics). The text of the two documents must be identical. Further, filers may not make a submission consisting solely of PDF documents; filers must include unofficial PDF copies only in submissions containing official documents in HTML or ASCII format.The substantively equivalent requirement does not apply to non-public correspondence submissions. Filers may submit unofficial PDF copies of correspondence documents that differ from the contents of the associated ASCII or HTML correspondence documents. This enables filers to submit redlined copies of official filings in unofficial PDF copies of EDGAR correspondence documents. If a filer submits an unofficial PDF copy of a correspondence document that differs from the text of the ASCII or HTML document, the text of the ASCII or HTML correspondence document should identify and briefly describe the contents of the unofficial PDF copy.d. Use of XBRLThe Commission generally permits registrants that file financial information in ASCII or HTML format to participate in its interactive data initiative by submitting that information voluntarily as supplemental tagged financial information in XBRL format as exhibits to specified EDGAR filings under the Exchange Act and the Investment Company Act. The XBRL submission must contain specified mandatory content (which may be accompanied by specified optional content) and appear in a prescribed format.In early 2006, the Commission staff began to offer expedited processing of registration statements or annual reports that may be selected for review to companies that volunteer to participate in a new interactive data test group. Participants will furnish financial data contained in their periodic reports in XBRL format for at least one year and provide feedback on their experiences including the costs and benefits associated with reporting in the interactive data format.Because the voluntary XBRL program is experimental, contains other appropriate safeguards, and should not unnecessarily deter volunteers from participating, the related rules provide limited protections from liability under the federal securities laws.Also in 2006, the Commission awarded contracts to facilitate filer and investor use on EDGAR of interactive data technologies such as XBRL.e. Limitation on Hypertext LinksFilers who choose to use HTML may include hyperlinks between sections of the same HTML document. They also may include hyperlinks to other documents within the same filing (i.e., exhibits) or to other official filings in the EDGAR database on our public website at www.sec.gov. For example, filers may link from within a document to previously filed documents that are incorporated by reference. The EDGAR system permits links to specific filings only, not to specific information within these documents. Links outside the EDGAR database, including links to websites, are prohibited.Hyperlinks may not be used as a substitute for providing information required in the filed document when incorporation by reference is not available. For example, a Form S-1 for which incorporation by reference is unavailable may contain a hyperlink to the filer's Form 10-K, but the filer still must provide all required business and financial information in the Form S-1.If incorporation by reference is available, the filer must comply with all related requirements even if the filer chooses to use hyperlinks. For example, a Form S-3 may contain a hyperlink to the previously filed Exchange Act reports incorporated by reference, but the Form S-3 still must make the required statements about which documents are incorporated by reference.Linking material does not make it part of the official filing for determining compliance with reporting obligations. Such material, however, is subject to the civil liability and anti-fraud provisions of the federal securities laws, whether or not the hyperlink is permitted by the Commission's rules. Moreover, if a company hyperlinks to a hyperlink, which, in turn, links to another hyperlink, the company will be treated as making all the hyperlinked material its own. Also, if a hyperlinked document is corrected or updated by means of a new filing, the document containing the hyperlink also may have to be amended.f. HTML Standard; Permissible TagsThe Commission has adopted a specific HTML standard for HTML documents submitted on the EDGAR system. Because different Internet browsers used by filers or the public may display the information presented in an HTML document in a different fashion, a document viewed through one browser may have a different appearance and layout from the same filing viewed through a different browser. To maximize the likelihood of consistent document appearance across different browsers, and eliminate active content, the rules specify a set of HTML tags permissible in HTML documents. The tag list is included in the EDGAR Filer Manual. In general, the EDGAR system will suspend submissions that contain tags that are not permitted. The EDGAR system will accept a subset of HTML 3.2/4.0 tags.EDGAR submissions may not contain tags used to include executable code, in official submissions or unofficial submissions of PDF copies or XBRL-related documents (see Rule 106 of Regulation S-T). In addition, filers may not include tables within tables (nested tables) in their HTML documents. This is because users of EDGAR information may find it difficult to locate and use information in documents with nested tables.2. Mandated, Excluded and Permitted Electronic SubmissionsRules 100 and 101 of Regulation S-T require filers, with certain exceptions, to submit electronically all documents, including filings, correspondence, and supplemental information, submitted by or relating to registrants under the Securities Act, the Exchange Act, the Trust Indenture Act, and the Investment Company Act.Except as noted below, the electronic filing requirement also applies to third party filings, whether the filings are made by business entities or individuals. For example, the following kinds of filings must be made on EDGAR, absent a hardship exemption: proxy materials (whether or not filed by the company), tender offer materials, Forms 13F, and Schedules 13D/G. Effective June 30, 2003, filers are required to submit their Forms 3, 4 and 5 electronically. See Release No. 33-8230 (May 7, 2003). Before then, electronic filing of these forms was optional.The Commission will not accept in paper format filings required to be submitted electronically, absent a hardship exemption. (See Rule 14 of Regulation S-T.) If the staff inadvertently accepts a paper filing not permitted by the EDGAR rules, the filer is subject to certain penalties: ineligibility to use Securities Act forms incorporating by reference Exchange Act reports; inability to incorporate the paper filing by reference (Rule 303 of Regulation S-T); and tolling of certain tender offer dates.Some documents may not be filed on EDGAR. Among the documents that are excluded are: confidential treatment applications; interpretive, no-action and exemptive requests; filings pertaining to Regulation A and most other offerings exempt from Securities Act registration; shareholder proposal filings; and filings under Section 8(f) of the Investment Company Act (except Forms N-8F and applications for deregistration filed under Investment Company Act Rule 0-2).Electronic filers should exercise special care when submitting documents or parts of documents that are the subject of a confidential treatment request, including preliminary proxy materials relating to business combinations to which the Commission may give confidential treatment if marked appropriately for such treatment under the proxy rules. Filers must submit these documents in paper or they will become available to the public immediately upon acceptance.The Commission permits, but does not require, Corporation Finance filers to submit several types of documents electronically. Examples include: the "glossy" annual report to security holders furnished to the Commission for its information under the proxy rules (see no. 9, below, for the treatment of an annual report to security holders that is a part of a filing); the Notice of Exempt Solicitation, the submission that indicates reliance by certain security holders on the Exchange Act Rule 14a-2(b) exemption from proxy material filing requirements under the revised proxy rules; and Form 11-K, the report for employee benefit plans. Another example is Form 144, the notice of proposed sale of securities under Rule 144 under the Securities Act. See Release No. 33-7241 (November 13, 1995). Filers may submit Forms 144 electronically only if the issuer of the securities is a public company. The Commission has solicited comment on the concept of requiring more filings to be made electronically, such as Form 144 and exemptive application filings made by investment companies. See Release No. 33-7855 (April 24, 2000).Effective April 26, 2004, filers are required to submit their Forms ID electronically. See Release No. 33-8410 (April 21, 2004). Before then, filers were required to submit Forms ID in paper.Investment companies must file their Forms N-8F (and applications for deregistration under Investment Company Act Rule 0-2) electronically. See Release No. IC-23786 (April 15, 1999).Effective February 6, 2006, filers who filed their latest registration statements or amendments on Form N-1A, N-3, N-4 or N-6 (S/C Funds) must, for EDGAR submissions specified in the EDGAR Filer Manual, include in the EDGAR template for the specified submissions all series and/or class (or contract) identifiers of each series and/or class (or contract) on behalf of which the filing is made. For new series and/or classes (contracts), filers must enter the respective names in the EDGAR submission template of the filing by which they are substantively added to generate the associated identifiers, which will appear on the acceptance message for the filing.S/C Funds must use the series and class page on the EDGARFILING website ( https://www.edgarfiling.sec.gov/) to update information for their series and classes (contracts) and to add ticker symbols. Effective February 6, 2006:
Filings that require series and class (contract) identifiers will be suspended if they do not include identifiers or do not include the correct identifiers for that registrant (CIK); and
Series and class (contract) identifiers are part of the official filing: a filing made under an incorrect identifier is a filing for the wrong series and/or class (contract), i.e., it is a filing on behalf of the series and/or class (contract) for which an identifier is used and a filing for which an identifier is not included is not a filing for the series and class (contract) for which an identifier is omitted.
S/C Funds are required by Rule 313 of Regulation S-T to keep current their information concerning their existing and new series and/or classes (or contracts, in the case of separate accounts), including series and/or class (or contract) name and ticker symbol, if any; if a class (or contract) does not have but later obtains a ticker symbol, the company must update the information for the class (or contract) to add the ticker symbol.S/C Funds are also required by Rule 313 to mark as inactive for EDGAR purposes any series and/or class (or contract, in the case of separate accounts) that are no longer offered, go out of existence, or deregister after the last filing for that series and/or class (or contract, in the case of separate accounts) is made, but the registrant must not mark as inactive the last remaining series unless the registrant deregisters.Effective June 12, 2006, investment companies must submit electronically fidelity bonds under Section 17(g) and sales literature filed with the Commission under Section 24(b). See Release No. 33-8590 (July 18, 2005). Filers should be aware that Rule 304(e) prohibits filers from using graphic or image material to submit information, such as text or tables, that users must be able to search and/or download into spreadsheet form (for example, financial statements). Instead, filers must submit such information as text in an ASCII document, or as text or an HTML table in an HTML document. See Section 8 below.3. Hours of Operation/Date of FilingRule 12 of Regulation S-T provides that electronic filings may be submitted by direct transmission via the Internet, dial-up lines or leased lines to the Commission each business day from 8:00 a.m. to 10:00 p.m. Eastern time. Currently, however, filings may be submitted electronically as early as 6 a.m. Rule 13(a) of Regulation S-T provides that any direct transmission filing that commences after 5:30 p.m. will be dated the following business day. The exceptions to this rule are that registration statements filed to increase the number of shares, as provided by Securities Act Rule 462(b), and, effective June 30, 2003, Forms 3, 4 and 5, receive the same day's filing date if transmitted by 10:00 p.m. See Rule 13(a) of Regulation S-T and Release Nos. 33-7168 (May 11, 1995) and 33-8230 (May 7, 2003), respectively. Any direct transmission filing commencing before 5:30 p.m., if accepted, will receive that day's filing date.4. ExhibitsRule 102 of Regulation S-T provides that filers are not required to refile in electronic format exhibits previously filed in paper when incorporated by reference into an electronic filing. After becoming subject to mandated electronic filing, a filer must file any new exhibits electronically, absent a hardship exemption. Where an electronic amendment is filed to an exhibit previously filed in paper, the filer must submit electronically only the amendment; the filer will not have to refile electronically the previously filed paper exhibit to which the amendment relates, except for the articles of incorporation, by-laws, and investment advisory contract of the registrant, which must be restated in their entirety upon amendment.The rules for investment companies differ. In general, filers must submit all investment company exhibits, including exhibits to Form N-SAR, electronically. In addition, investment companies may incorporate by reference only to documents filed electronically. See Rule 102(e) of Regulation S-T.5. Hardship Exemptions/Adjustment of the Filing DateTwo hardship exemptions are available to permit a filing or other submission to be made in paper rather than electronic format. First, Rule 201 of Regulation S-T provides a temporary hardship exemption for electronic filers, generally for unanticipated technical difficulties in submitting an electronic document. The exemption may be appropriate, for example, for a particular document that a filer is unable to file electronically because of problems with the filer's computer equipment that had been used previously to transmit either test or required electronic filings successfully. Under that exemption, the filer may make the filing in paper (with a legend on the cover page identifying it as being submitted under Rule 201) and then follow it with a confirming electronic copy within six business days so that the electronic database will be complete. An electronic filer may take advantage of the exemption simply by filing the subject document in paper under cover of Form TH, Notification of Reliance on Temporary Hardship Exemption. No Commission staff involvement is required. If the filing is an exhibit only, then filers must submit the documents under cover of both Form TH and Form SE. The sanctions for violating electronic filing requirements mentioned above also apply where a filer is required to submit a confirming electronic copy of a document filed in paper under a temporary hardship exemption but fails to do so. A temporary hardship exemption is not available for Forms 3, 4, 5 or ID.Second, under Rule 202 of Regulation S-T, a continuing hardship exemption is available to electronic filers under limited circumstances for exhibits or a filing or group of filings. For example, this exemption might be appropriate for an exhibit consisting of another government agency's voluminous form that a filer cannot convert into electronic format without causing the filer undue hardship. Unlike the temporary hardship exemption, the staff must act upon a written application for a continuing hardship exemption. If the staff grants the exemption, the filer may make the submission in paper. A continuing hardship exemption is not available for Forms ID.In most cases, a filer need not follow up a paper filing under a continuing hardship exemption with an electronic copy. However, under some circumstances, the staff believes that it would be in the public interest for the electronic database to contain the document in question. Rule 202(d) allows the grant of a continuing hardship exemption for a limited time only. When the time is up, the filer must submit a confirming electronic copy.A paper filing submitted under a continuing hardship exemption must include a legend on the cover page of the document identifying it as being submitted in paper under Rule 202 of Regulation S-T. If the filing is an exhibit only, then filers must submit the document under both Form TH and Form SE. Corporation Finance filers should direct inquiries concerning continuing hardship exemptions to the Office of EDGAR and Information Analysis in the Division of Corporation Finance at (202) 551-3610. Investment company filers should direct their inquiries to the EDGAR contact in the Division of Investment Management at (202) 551-6989.In addition to the two hardship exemptions, Rule 13 of Regulation S-T permits an electronic filer to request an adjustment of the filing date of an electronic document when the filer encounters technical problems beyond its control that prevent electronic submission by the due date specified by the applicable form or rule. Filers should direct requests for filing date adjustments to the contacts listed in the previous paragraph.6. SignaturesRule 302 of Regulation S-T provides that required signatures in electronic filings must be submitted in typed form. Required signatures must be typed to ensure legibility of these signatures. Electronic filers must retain a manually signed signature page or other document authenticating, acknowledging or otherwise adopting the signatures that appear in typed form within an electronic filing. Filers must make this document available to the Commission or its staff upon request for a period of five years. Each signatory to the filing must execute the manually signed authentication document before or at the time the filing is made.Signatures in HTML documents that are not required by statute or regulation may appear as script. The same is true of signatures in unofficial PDF copies, which are not required signatures.Following a recommendation of the Task Force on Disclosure Simplification, in May 1996 the Commission changed its rules governing signatures to allow typed signatures on all filed documents, with limited exceptions, both paper and electronic. Manually signed signature authentication documents are required whenever typed signatures are filed with the Commission.7. Safe HarborRule 103 of Regulation S-T provides a safe harbor against liability for errors in, or omissions from, documents filed electronically that result solely from electronic transmission errors beyond the control of the electronic filer. The safe harbor is available where the electronic filer takes corrective action as soon as reasonably practicable after becoming aware of the error or omission.8. Graphic, Image, Audio, and Video MaterialEDGAR does not accommodate electronic submission of graphic, image, audio, or video material in ASCII filings. EDGAR does, however, accommodate graphic and image material, but not audio or video material, in HTML documents. Rule 304 of Regulation S-T governs the treatment of graphic, image, audio, and video information that is used in the version of the document disseminated to investors but omitted from the electronic filing. This rule requires that fair and accurate descriptions or transcripts of omitted material be included either at the point in the text where the omission occurs or in an appendix to the electronic filing. A note to Rule 304(a) provides that, if the omitted material includes data, filers must include a tabular representation or other appropriate representation of that data in the electronically filed version of the document. Rule 304 applies only to official filings, not to unofficial PDF copies, which may contain graphic and image material (but not animated graphics, audio or video material).The graphic, image, audio, and video material in the version of the document distributed to investors is deemed part of the filing and is subject to the liability and antifraud provisions of the federal securities laws. Filers do not need to describe immaterial differences between the distributed and electronically filed versions of a document, such as type size or font, pagination or corporate logos. A safe harbor provides that, to the extent such descriptions or transcripts represent a good faith effort to fairly and accurately describe omitted material, they will not be subject to the civil liability and antifraud provisions of the federal securities laws.The filer must retain any document containing graphic, image, audio, or video material that is omitted from an electronic filing for five years after the filing date of the document or the date appearing on the document, whichever is later. Filers must make such documents available to the Commission staff upon request.Rule 304(d) of Regulation S-T gives special treatment to the performance line graph required by Regulation S-K (Release No. 33-8732A, August 29, 2006) moves the performance line graph requirement from Item 402(l) to Item 201(e) of Regulation S-K) and the line graph required by Item 22(b)(7)(ii) of Form N-1A for investment companies. ASCII filers must present the numerical data from which these graphs are created in the body of the electronic document in tabular or chart form. Of course, the paper version of the document disseminated to security holders must include the prescribed line graph. See Release No. 33-7427 (July 1, 1997).Although the EDGAR system permits graphic or image material in HTML documents, filers are not required to submit graphics in HTML documents, except in the limited instances when our rules require graphics. Under Rule 304(e), filers submitting HTML documents must use graphics for the performance graph required by Regulation S-K (Release No. 33-8732A (August 29, 2006) moves the performance line graph requirement from Item 402(l) to Item 201(e) of Regulation S-K) and the line graph required by Item 22(b)(7)(ii) of Form N-1A.Rule 304(e) prohibits filers from using graphic or image material to submit information, such as text or tables, that users must be able to search and/or download into spreadsheet form (for example, financial statements). Instead, filers must submit such information as text in an ASCII document, or as text or an HTML table in an HTML document.The EDGAR system does not support animated graphics (e.g., files with moving corporate logos or other animation), either in any official document or any unofficial PDF copy or XBRL-related document.Please note that filers should not place non-public information in graphic files associated with non-public documents within a public submission, since these graphic files are disseminated, even if the associated HTML or unofficial PDF document is non-public and not disseminated.9. Annual Reports to Security Holders and Certain Proxy MaterialsThe treatment of annual reports differs for Corporation Finance and investment company filers.Annual reports to security holders ("glossy" reports) for Corporation Finance filers frequently contain extensive graphic information that is difficult to prepare in electronic format. Accordingly, the rules provide special treatment for these documents. As discussed above, Rule 101 of Regulation S-T provides that filers may furnish glossy reports for the Commission's information as required by the proxy and information statement rules (e.g., Exchange Act Rule 14a-3(c)) in either paper or electronic format. In contrast, Rule 303 of Regulation S-T states that if the glossy report is incorporated by reference into any filing — for example, a Form 10-K — filers must file the portions incorporated by reference in electronic format as an exhibit. The same is true for a quarterly report to security holders incorporated by reference into a filing.Investment company filers are required to file all annual and semi-annual reports to security holders electronically.Form 10-K and Form 10-KSB both require issuers reporting under Section 15(d) of the Exchange Act to furnish to the Commission for its information any annual report to security holders covering the registrant's last fiscal year and every proxy statement, form of proxy or other proxy soliciting material sent to more than ten of the registrant's security holders with respect to any annual or other meeting of security holders. When these issuers submit this information with their Exchange Act annual reports, it is not deemed filed with the Commission unless it is incorporated by reference into the report itself. Filers should submit these proxy materials electronically. Consistent with the requirements to furnish annual reports to security holders under the proxy rules, registrants have the option to submit their annual report to security holders under these annual reporting provisions either in paper or in electronic format.10. Schedules 13D and 13GAs noted above, Rules 100 and 101 of Regulation S-T require third party filers to transmit their Schedules 13D and 13G via EDGAR. In addition, Rule 101 of Regulation S-T provides that, where these schedules originally were filed in paper, the first electronic amendment must restate the entire text of the schedule, as amended. Where the amendment is made to report a transaction that would allow the filer to exit the reporting system, the filer need only file the amendment. Consistent with the general treatment of exhibits filed electronically, if any exhibit to a Schedule 13D or 13G is amended, the filer need only file the text of the amendment.Filers filing Schedules 13D and 13G with respect to foreign private issuers should include in the EDGAR submission header all zeroes (i.e., 00-0000000) for the IRS tax identification number. See the note to paragraph (a)(1)(iii) of Rule 101 of Regulation S-T.11. Foreign IssuersOn May 14, 2002, the Commission issued Release No. 33-8099 to require foreign private issuers and foreign governments to make their filings via EDGAR. The rules became effective on November 4, 2002. The rules require the electronic filing of:
Foreign private issuers' Securities Act registration statements and Exchange Act registration statements and reports;
Foreign governments' Securities Act registration statements and Exchange Act registration statements and reports;
Multijurisdictional Disclosure System (MJDS) forms filed by Canadian issuers;
Statements of beneficial ownership on Schedules 13D and 13G and tender offer schedules that pertain to the securities of a foreign issuer, whether filed by a foreign or domestic person;
Form CB, the form used for cross-border rights offers, exchange offers and business combinations that are exempt from the tender offer rules or Securities Act registration, if the filer is an Exchange Act reporting company;
Form 6-K reports, except as noted below; and
Most Trust Indenture Act forms.
The amendments also:
Permit, but do not require, the electronic filing of Forms 6-K used to submit a company's "glossy" annual report to security holders, or used to provide information that has not been furnished to the press or the company's security holders and does not contain new material information;
Generally require all filings to be in the English language, but permit specified information in foreign language exhibits to be summarized in English instead of fully translated, and provide guidance regarding what constitutes an adequate summary;
Permit, but do not require, supranational entities such as the World Bank to file their reports electronically; and
Continue to require documents submitted under Exchange Act Rule 12g3-2(b) to be in paper only.
12. Modular Submissions/Segmented FilingsThe EDGAR system and Rule 501 of Regulation S-T are designed to facilitate electronic filing by allowing filers to submit in advance of an intended filing information intended to become part of that filed document by its subsequent inclusion in the electronic filing. A modular submission feature allows a filer to submit information, such as financial statements, to a non-public EDGAR database for inclusion in as many filings as the filer designates, so long as the information remains current.A similar feature is segmented filing, in which a filer may submit various segments of a document to be filed with the Commission to the EDGAR non-public data storage area up to six business days in advance of the anticipated filing date. For example, filers may submit voluminous exhibits in advance of a filing. On the anticipated filing date, the electronic filer may submit a master segment instructing EDGAR to assemble the desired filing from the previously submitted segments and file it. Filers may use segments only once.Regulation S-T provides that neither modular submissions nor segments will be deemed "filed" or subject to liability under the federal securities laws until the filer includes the information in an electronic filing.13. EDGAR FormsThere are three forms used in connection with EDGAR filings. (A fourth, Form ET, was rescinded effective June 30, 2003.)
Form ID is used to request access codes to file on EDGAR. Effective April 26, 2004, this form must be filed electronically through a new on-line system accessed through the EDGAR Filer Management website. For verification purposes, the requestor also must file in paper by fax within two business days before or after filing Form ID a notarized document, manually signed by the requestor over its typed signature, that includes the information contained in the Form ID filed or to be filed and confirms the authenticity of the Form ID.
Electronic filers must use Form SE as a paper cover sheet attached to any paper format exhibit, including exhibits filed under a temporary or continuing hardship exemption.
Filers use Form TH as a paper cover sheet accompanying documents filed in paper under a temporary hardship exemption, as described in Section 5 above. If the subject of a temporary hardship exemption is an exhibit only, a filer must file the exhibit and the Form TH under cover of Form SE. (See Release No. 33-8590 (July 18, 2005).)
14. Filing Fees; LockboxRule 3a of the Commission's rules governing Informal and Other Procedures requires all electronic filers to pay fees via the lockbox at the U.S. Treasury designated lockbox depository maintained by the Commission at the Mellon Bank in Pittsburgh, Pennsylvania. Filers may pay by direct wire transfer or by mailing or delivering a check or cash to the lockbox. Rule 13(c) of Regulation S-T requires electronic filers to pay filing fees in accordance with the lockbox procedures, including those pertaining to documents filed in paper under a hardship exemption. Thus, persons subject to electronic filing must tender all fees to the lockbox at Mellon Bank — not to the Commission's filing desk — even when physically filing a paper document at the Commission's filing desk.The Commission will deem a Securities Act registration statement (including a Securities Act filing by an investment company) filed as of its date of receipt, provided that all of the conditions of acceptance are satisfied, including verification of any fee payment required. If payment is not confirmed until the day following receipt by the Commission, the Commission will assign the filing a filing date as of the date of confirmation of payment, not the date of receipt. For information relating to fee confirmation with respect to registration statements filed for the purpose of increasing the number of shares, as provided under Securities Act Rule 462(b), see Release No. 33-7168 (May 11, 1995). If the Commission staff cannot verify payment, EDGAR will place the filing in a suspense file for up to six business days, and the staff will so notify the filer. Since EDGAR verifies fee payments made via wire transfer on a near real-time basis (every 15 minutes), while it verifies those made by check on a daily basis, a filer may wish to pay fees with respect to a time-sensitive Securities Act registration statement by wire transfer to expedite acceptance processing.Filers should direct questions concerning fee payment to Filer Support at (202) 551-8900.15. Other Electronic Document IssuesThe EDGAR rules apply only to filings made with the Commission; the rules do not affect the obligation of filers to deliver to security holders or potential investors documents such as prospectuses, tender offer materials and proxy or information statements. As the ability to send and receive information in electronic form has become more prevalent, issuers and other market participants have requested interpretive guidance regarding the electronic delivery of these documents. Currently, many issuers provide information through electronic means, primarily through the Internet.
On October 6, 1995, the Commission issued an interpretive release (1995 Interpretive Release) more fully addressing electronic delivery issues. See Release No. 33-7233. The 1995 Interpretive Release is based on the determination that information distributed through electronic means may be viewed as satisfying the delivery or transmission requirements of the federal securities laws if such distribution results in the delivery to the intended recipients of substantially equivalent information as these recipients would have had if the information were delivered to them in paper form. The use of electronic media should be at least an equal alternative to the use of paper delivery. However, until such time as electronic media becomes more universally accessible and accepted, paper delivery of information will continue to be available. The release provides guidance regarding the manner in which filers may achieve electronic delivery and includes many illustrative examples.
To facilitate electronic delivery, the Commission adopted rule changes to codify some of the interpretations regarding Commission rules that are premised on the distribution of paper documents. See Release No. 33-7289 (May 9, 1996). The Commission has revised the rules to make it clear that filers may modify paper-based requirements relating to font size, bold-face type, red ink, graphics, and mailing as appropriate for documents delivered in electronic format. These rule changes are not intended to affect any substantive requirement. On the same date, the Commission issued an interpretive release primarily addressing issues relating to the use of electronic media by broker-dealers, transfer agents and investment advisers for delivery of information, but also expanding on some issues addressed in the 1995 Interpretive Release. See Release No. 33-7288 (May 9, 1996).
The Commission also issued an interpretive release relating to the use of Internet websites to offer securities, solicit securities transactions, or advertise investment services offshore. See Release No. 33-7516 (March 23, 1998).
On April 28, 2000, the Commission issued an interpretive release (2000 Interpretive Release) addressing the use of electronic media in three areas. See Release No. 33-7856. First, the Commission updated the 1995 Interpretive Release. Second, the Commission discussed an issuer's liability for website content. Third, the Commission outlined basic legal principles that issuers and market intermediaries should consider in conducting online offerings.
To facilitate electronic delivery, the 2000 Interpretive Release clarifies the following: investors may consent to electronic delivery telephonically; intermediaries may request consent to electronic delivery on a "global," multiple-issuer basis; and issuers and intermediaries may deliver documents in portable document format, or PDF, with appropriate measures to assure that investors can easily access the documents. It also clarifies that an embedded hyperlink within a Section 10 prospectus or any other document required to be filed or delivered under the federal securities laws causes the hyperlinked information to be part of the document. (The Commission issued a further clarification that this view does not extend to a mutual fund's responsibility for hyperlinks to third-party websites from fund advertisements or sales literature. See Release No. 33-7877 (July 27, 2000).) The 2000 Interpretive Release also clarifies that the close proximity of information on a website to a Section 10 prospectus does not, by itself, make that information an "offer to sell," "offer for sale" or "offer" within the meaning of Section 2(a)(3) of the Securities Act.
The 2000 Interpretive Release clarifies some of the facts and circumstances that may result in an issuer having adopted information on a third-party website to which the issuer has established a hyperlink for purposes of the antifraud provisions of the federal securities laws. Also, it clarifies the general legal principles that govern permissible website communications by issuers when in registration.
To facilitate online offerings, the 2000 Interpretive Release clarifies the general legal principles that broker-dealers should consider when developing and implementing procedures for online public offerings. Also, it clarifies the circumstances under which a third-party service provider may establish a website to facilitate online private offerings.
On July 19, 2005, the Commission issued a release adopting amendments to facilitate the securities offering process. The release generally reaffirms the 2000 Interpretive Release regarding information on an issuer’s website and provides further related guidance. See Release No. 33-8591 at Part III.D.3.b.iii.(E).
C. Common Filing Concerns for EDGAR FilersSince the adoption of the interim rules in February 1993, the Commission staff has been working with electronic filers to help them satisfy their electronic filing obligations. The following is a list of staff suggestions to help electronic filers avoid some of the more common errors associated with electronic filing. Filers should direct technical questions relating to filing on EDGAR to EDGAR Filer Support at (202) 551-8900.
The registrant, not the filing agent or data transcriber, is responsible for complying with the electronic filing rules. Registrants are responsible for ensuring that correct information is given to and submitted by the filing agent. Registrants making EDGAR submissions "in-house" should not assign this responsibility to the least experienced person.
Filers should review documents in electronic format and error check using EDGARLink before transmitting documents for filing. For example, filers should check to make sure that they have specified the correct EDGAR submission type (including a "/A" where it is needed to designate an amendment); that they have included all documents within the submission; and that each document is complete.
Use the correct CIK. A submission under an incorrect CIK is a submission for the wrong registrant. The filer will have to resubmit for the correct registrant. Some filings require additional steps. Do not assume that incorrect submissions will be deleted.
Use the correct file numbers in submissions, when required.
Allow sufficient time to submit filings. Filers should not wait until the last minute to make a time-sensitive filing. Adjustments to filing dates of "late" filings are granted only for the circumstances set forth in Rule 13(b) of Regulation S-T.
Use the correct EDGAR submission type. The staff, upon written request from the registrant, can correct some, but not all, erroneous submission types. Sometimes the registrant must formally withdraw and re-submit the filing. All requests for changes of submission types must be from the filer.
Follow the procedures of Rule 3a of the Commission's Informal and Other Procedures in making fee payments. Filers must pay filing fees in connection with Securities Act registration statements to the lockbox before or at the time the filing is made except to the extent they are eligible to defer payment and do so in compliance with Rule 456(b) under the Securities Act as the rule was revised effective December 1, 2005. See Release No. 33-8591 (July 19, 2005). Filers should allow time for wire transfers before filing. EDGAR will not accept filings requiring fees until the fee payment is received. Include the correct CIK when making check or wire payment.
Take care not to designate submissions incorrectly as TEST and CONFIRMING-COPY; submissions with these designations are not official Commission filings.
Make sure the submission contains the text of the correct document (and not an earlier draft or different document).
Filers have an obligation to confirm the status of their filings after transmitting them to the Commission. The staff may grant filing date adjustments under Rule 13(b) of Regulation S-T as warranted, for Exchange Act reports, but generally will not adjust a filing date over an extended period of time. It is not staff policy to grant filing date adjustments for Securities Act registration statements or other transactional filings, since shareholder rights may be affected.
Carefully read the message sent by EDGAR in response to each submission. If a filer uses an Internet address for notification, the filer should carefully read all filing acceptance and suspension notices. If a message doesn't include a FILING DATE, then an official filing has not been made.
Do not file material intended for confidential treatment on EDGAR. All material submitted via EDGAR is made public, except that cover letters and correspondence are non-public to the extent described immediately below.
Submit all correspondence related to an electronic filing via EDGAR, and include a cover letter with submissions of public filings whenever appropriate. Cover letters submitted under document type "COVER" and correspondence submitted under document type "CORRESP" are treated initially as non-public and are not immediately disseminated. The staff may release all or parts of these documents electronically if they relate to the staff’s review process not less than 45 days after the staff completes a filing review. See Press Release 2005-72, “SEC Staff to Begin Publicly Releasing Comment Letters and Responses.”
Letterheads on cover letters and correspondence will not appear in EDGAR documents unless typed.
Please label exhibits as indicated in Appendix C of the EDGAR Filer Manual.
Make sure all co-registrants are identified in the submission. Each co-registrant needs its own CIK and CCC.
A new registered investment company must submit its "N-8A" before its initial registration statement. This submission assigns the registrant's Investment Company Act (811-) reporting file number, which the EDGAR system "looks up" in subsequent submissions. (A business development company must file its N-6F or N-54A first and is assigned an “814-“ reporting number, since it is not registered under the Investment Company Act and does not make its filings under the Investment Company Act.)
Registrants under the Investment Company Act must submit their filings under only one Investment Company Act file number (811-) and under one CIK. (Registrants may have multiple Securities Act file numbers under a single CIK.) Any Investment Company Act registrant having more than one Investment Company Act file number or more than one CIK should contact the IM EDGAR Inquiry Line at 202-551-6989 for assistance.
Where appropriate, designate the correct ACT value(s). For a filing under both the Securities Act and the Investment Company Act, designate "33 40." Failure to make the required designation may result in a submission under only one Act and the need to re-submit the filing under the other Act.
Usually, the file number required in an investment company submission will NOT be the Investment Company Act number (811-) but the Securities Act number or some other specialized number. The following submissions require the Securities Act number (either 2-, 33-, or 333-): "485APOS," "485BPOS," "485BXT," "24F-2NT," and "N-14/A." An "N-14/A" (a pre-effective amendment to Form N-14) always requires the Securities Act file number assigned to the initial Form N-14 filed for the particular offering in question.
Fee-bearing filings must be made using an EDGAR submission type that allows for inclusion of a fee in the template. For example, the filing by a closed-end fund of a registration statement to register new securities under paragraph (a) or (b) of Rule 486 of the Securities Act must be filed using EDGAR submission type N-2.
Fee payment is particularly critical for "24F-2NT" submissions, which cannot be accepted until fee payment is made.
Fidelity bond filings, EDGAR submission type “40-17G,” are now mandatory electronic filings. ASCII and HTML are the only acceptable formats for official filings.
All information should go in the primary EDGAR document named “40-17G,” i.e., not in exhibit documents.
If the document is an HTML document, it may not consist entirely of graphics. That means that the information that comprises the substance of the filing, such as text and numbers that are of the kind normally searchable, may not be presented as graphics. Rule 304(e) of Regulation S-T prohibits filers from using graphic or image material to submit information, such as text or tables, that users must be able to search and/or download into spreadsheet form (for example, financial statements). Instead, filers must submit such information as text in an ASCII document, or as text or an HTML table in an HTML document.
The filer may attach an optional “unofficial” PDF copy of the filing if it wishes. See Rule 104 of Regulation S-T.
If a filer uses graphics incorrectly in contravention of the rule, the filer needs to file an amendment in compliance with the rule.
The 40-17F1, 40-17F1/A, 40-17F2, 40-17F2/A, N-27D-1, and N-27D-1/A submission types now display the following subject company fields: CIK, IRS Number, File Number (when applicable), and Company Name. These changes were made to allow either the investment company or the accountant preparing the filing to make the submission. The "Subject" company will always be the investment company, whether the filing is submitted by the investment company or the accountant. The IRS number will be the IRS number of the company, or any series of the company, that is on file in the EDGAR database; the IRS number provides a double check that the correct subject company CIK is included in the submission.
Future period dates are now allowed for the following submission types:N-23C-2, N-23C-2/A, N-23C3A, N-23C3A/A, N-23C3B, N-23C3B/A, N-23C3C, and N-23C3C/A.
Please use the correct EDGAR submission type.
497K1, 497K2, 497K3A, or 497K3B, as appropriate
profiles for open-end management investment companies
a filing under rule 485(b) to extend the effective date of a previous 485(a)
Post-effective amendments under the Securities Act, or under both the Securities and Investment Company Acts, filed by registrants filing on Forms N-2 and N-5
Form N-14 registration statements filed by closed-end investment companies; a registration fee is required
certified annual shareholder report
certified semi-annual shareholder report
Notice under Exchange Act Rule 12b-25 of inability to timely file Form N-CSR (annual or semi-annual report)
Complete the facing sheets of registration statements and amendments correctly. Check the appropriate box(es) on the facing sheets of filings under Rule 485 and make sure all EDGAR header tags correspond to those boxes.
Correctly label investment company exhibit documents. See Appendix C of the EDGAR Filer Manual. Please use the fourteen characters following the decimal point to include a descriptive label.
Form N-PX must contain the registrant’s proxy voting record for the most recent twelve-month period ended June 30, and must be filed no later than August 31 of each year. A registrant offering multiple series of shares must provide the information required by Item 1 of Form N-PX separately for each series. Registrants with multiple series may file a separate Form N-PX for each series.
File as an exhibit to the Form N-Q submission the certifications called for by the form. The exhibit to the “N-Q” submission should be labeled “EX-99.CERT.” If more than one certification is to be filed, all such certifications should be included in one EX-99.CERT exhibit document in the Form N-Q submission on EDGAR.
Refer to “FAQ: EDGAR Filing of Certified Shareholder Reports by Registered Management Investment Companies” on the Commission’s website at http://www.sec.gov/info/edgar/certinvco.htm for information on filing exhibits to Form N-CSR.
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Latest Filings Received and Processed at the SECThis listing contains the most recent filings for the current official filing date (including filings made after the 5:30 pm deadline on the previous filing day). Filings may be made Monday through Friday (except for U.S. Federal Holidays).
Key to Descriptions
Filing was made by and describes the company named.
Filing describes the company named but was made by another entity.
Filing was made by the company named but describes a subject company.
Filing was made by an individual reporting holdings in a company.
Paper filings are available by film number.
Filing contains an SEC-released cover letter or correspondence.
(Each "Reporting" and "Filed by" filing has a matching "Subject" listing.)
To limit filing results,enter company name, CIK, or form type.
10 Entries20 Entries40 Entries80 Entries100 Entries
Items 1 - 40 RSS Feed
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056730 Act: 34 Size: 15 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056730 Size: 15 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056729 Act: 34 Size: 13 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056729 Size: 13 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056728 Act: 34 Size: 11 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056728 Size: 11 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056727 Act: 34 Size: 13 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056727 Size: 13 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056726 Size: 18 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056726 Act: 34 Size: 18 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056725 Act: 34 Size: 11 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056725 Size: 11 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056724 Act: 34 Size: 13 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056724 Size: 13 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056723 Act: 34 Size: 4 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056723 Size: 4 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056722 Act: 34 Size: 11 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056722 Size: 11 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001567619-22-017567 Act: 34 Size: 8 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001567619-22-017567 Size: 8 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001493152-22-026156 Size: 10 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001493152-22-026156 Act: 34 Size: 10 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001335258-22-000137 Act: 34 Size: 33 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001335258-22-000137 Size: 33 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056716 Act: 34 Size: 4 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001213900-22-056716 Size: 4 KB
[Amend] Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050426 Size: 10 KB
[Amend] Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050426 Act: 34 Size: 10 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050425 Size: 18 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050425 Act: 34 Size: 18 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050424 Size: 8 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050424 Act: 34 Size: 8 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001486189-22-000019 Size: 7 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001486189-22-000019 Act: 34 Size: 7 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001628280-22-025092 Act: 34 Size: 8 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001628280-22-025092 Size: 8 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001437749-22-022651 Act: 34 Size: 4 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001437749-22-022651 Size: 4 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050423 Act: 34 Size: 6 KB
Statement of changes in beneficial ownership of securitiesAccession Number: 0001209191-22-050423 Size: 6 KB
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EDGAR Application Programming Interfaces"data.sec.gov" was created to host RESTful data Application Programming Interfaces (APIs) delivering JSON-formatted data to external customers and to web pages on SEC.gov. These APIs do not require any authentication or API keys to access.Currently included in the APIs are the submissions history by filer and the XBRL data from financial statements (forms 10-Q, 10-K,8-K, 20-F, 40-F, 6-K, and their variants).The JSON structures are updated throughout the day, in real time, as submissions are disseminated.In addition, a bulk ZIP file is available to download all the JSON structures for an API. This ZIP file is updated and republished nightly at approximately 3:00 a.m. ET.data.sec.gov/submissions/Each entity’s current filing history is available at the following URL:
Where the ########## is the entity’s 10-digit Central Index Key (CIK), including leading zeros.This JSON data structure contains metadata such as current name, former name, and stock exchanges and ticker symbols of publicly-traded companies. The object’s property path contains at least one year’s of filing or to 1,000 (whichever is more) of the most recent filings in a compact columnar data array. If the entity has additional filings, files will contain an array of additional JSON files and the date range for the filings each one contains.XBRL data APIsExtensible Business Markup Language (XBRL) is an XML-based format for reporting financial statements used by the SEC and financial regulatory agencies across the world. XBRL, in a separate XML file or more recently embedded in quarterly and annual HTML reports as inline XBRL, was first required by the SEC in 2009. XBRL facts must be associated for a standard US-GAAP or IFRS taxonomy. Companies can also extend standard taxonomies with their own custom taxonomies.The following XBRL APIs aggregate facts from across submissions that
Use a non-custom taxonomy (e.g. us-gaap, ifrs-full, dei, or srt)
Apply to the entire filing entity
This ensures that facts have a consistent context and meaning across companies and between filings and are comparable between companies and across time.data.sec.gov/api/xbrl/companyconcept/The company-concept API returns all the XBRL disclosures from a single company (CIK) and concept (a taxonomy and tag) into a single JSON file, with a separate array of facts for each units on measure that the company has chosen to disclose (e.g. net profits reported in U.S. dollars and in Canadian dollars).
data.sec.gov/api/xbrl/companyfacts/This API returns all the company concepts data for a company into a single API call:
data.sec.gov/api/xbrl/frames/The xbrl/frames API aggregates one fact for each reporting entity that is last filed that most closely fits the calendrical period requested. This API supports for annual, quarterly and instantaneous data:
Where the units of measure specified in the XBRL contains a numerator and a denominator, these are separated by “-per-” such as “USD-per-shares”. Note that the default unit in XBRL is “pure”.The period format is CY#### for annual data (duration 365 days +/- 30 days), CY####Q# for quarterly data (duration 91 days +/- 30 days), and CY####Q#I for instantaneous data. Because company financial calendars can start and end on any month or day and even change in length from quarter to quarter to according to the day of the week, the frame data is assembled by the dates that best align with a calendar quarter or year. Data users should be mindful different reporting start and end dates for facts contained in a frame.CORSdata.sec.gov does not support Cross Origin Resource Scripting (CORS). Automated access must comply with SEC.gov’s Privacy and Security Policy, as described in the Developer FAQ.Bulk dataThe most efficient means to fetch large amounts of API data is the bulk archive ZIP files, which are recompiled nightly.
The contains all the data from the XBRL Frame API and the XBRL Company Facts APi
The contains the public EDGAR filing history for all filers from the Submissions APi
Update scheduleThe APIs are updated in real-time as filings are disseminated. The submissions API is updated with a typical processing delay of less than a second; the xbrl APIs are updated with a typical processing delay of under a minute. However these processing delays may be longer during peak filing times.Release notesCheck back as we make updates.About the SECThe mission of the SEC is to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. The SEC strives to promote a market environment that is worthy of the public's trust.
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General QuestionsIs content on sec.gov free? Do I need permission to reuse EDGAR content?All Government-created content on sec.gov and EDGAR public filing content are free to access and reuse. See Website Dissemination for our permissions policy.Is any of the content not free to reuse?Very little. Examples include stock art photos used to illustrate various sec.gov pages.How can I use company filings to research companies and funds?See Using EDGAR to Research Investments, which covers:
Financial Information and Results of Operations
Beneficial Ownership Interest
Regulation A Offering
Foreign Private Issuers
Mutual Funds and ETFs
Can I get the List of 13(f) Securities in Excel?By arrangement with S&P Global Market Intelligence, which manages CUSIP Global Services on behalf of the American Bankers Association, the SEC can only publish the quarterly 13(f) list in PDF format.My name appears in an old enforcement order or release. Is it possible to remove the document so web searches on my name don’t return the sec.gov document at the top of the results list?We don’t remove historical enforcement materials at public request or attempt to influence search result rankings. Enforcement documents from the beginning of sec.gov in 1995 remain available.How do I report broken links?We’d like to know about links that are broken. Please email firstname.lastname@example.org and let us know the url and where you found it.I am trying to submit a complaint using your Tips, Complaints, and Referralsystem. Why am I getting errors?Here are some tips to avoid errors:
If you are trying to copy and paste text into the Allegation Summary field on the first page, paste in plain text (try copying the text into Notepad then copy from there to paste into the Allegation Summary).
Do not use http:// or https:// in the Website field on the second page.
Try to use the least amount of symbols as possible throughout the fields in the form.
Who owns my mortgage?Please see our Home Mortgage Loans Fast Answer.I am no longer receiving GovDelivery email notifications for updated content. What happened?First, check your spam or junk folder to see if our notifications are being sent there. If they are not there and you are using a company email account, contact your IT department to make sure the domain, “service.govdelivery.com” is whitelisted. If you are still not receiving notifications or you are using a personal email account, please email email@example.com to look into the issue further.I no longer wish to receive GovDelivery email notifications. How do I unsubscribe?Click on the “Subscriber Preferences Page” button at the bottom of our email notification. From there, you can unsubscribe to our emails.EDGAR SearchesThe document displays okay on screen, but I am having problems printing it. What can I do?EDGAR documents are usually formatted just for the browser screen, and printing can be problematic. Fonts can appear smaller or margins can fall off the right side of the printed page. You can try scaling up or down in your print menu to adjust the margins. Sometimes capturing the page as a PDF by using the full version of Acrobat yields workable results.How do I find an exhibit or agreement listed in the Exhibits list of a filing?Under Regulation S-K Simplification Rules passed in 2019, exhibit documents are easier to find, often by hyperlink. Reports or registration statements that list documents that are not included in the filing should include an explanation for the omission.Historically, companies might not have included some documents listed as exhibits if they were not considered “material” for an investor.How can I find EDGAR documents older than 1994?EDGAR started in 1994/1995. Paper copies of filing documents prior to 1994 may be available by filing a Freedom of Information Act request at Requesting Public Documents. There are also private companies that for a fee provide copies in their archives of older EDGAR documents.Can I search on Form D or Form 8-K items? How about items from other form types?There is some functionality for searching on numbered items for some form types using the Boolean Archive search.The following form-types use an “ITEM” element in the filing metadata:1-U, 8-K, 8-K12B, 8-K12G3, 8-K15D5, ABS-15G, D, REGDEX (and the associated amended types with “/A”)These are the allowed search values for the “items=xx” query by form type:Form D – these numbers relate to Item 6, Federal Exemption(s) and Exclusion(s) Claimed.Example: items=04.1 + 201904: Rule 504(b)(1) (not (i), (ii) or (iii))04.1: Rule 504(b)(1)(i)04.2: Rule 504(b)(1)(ii)04.3: Rule 504(b)(1)(iii)06b: Rule 506(b)06c: Rule 506(c)4a5: Securities Act Section 4(a)(5)3C: Investment Company Act Section 3(c)3C.1: Section 3(c)(1)3C.2: Section 3(c)(2)3C.4: Section 3(c)(4)3C.5: Section 3(c)(5)3C.6: Section 3(c)(6)3C.7: Section 3(c)(7)3C.9: Section 3(c)(9)3C.10: Section 3(c)(10)3C.11: Section 3(c)(11)3C.12: Section 3(c)(12)3C.13: Section 3(c)(13)3C.14: Section 3(c)(14)REDGEX was a corresponding form type prior to 2009. Some of these numbers also work with REGDEX.8-K, 8-K12B, 8-K12G3, 8-K15D5 (through 2004)Example: items=5 and form-type=8-K12G + 2000-20021: Changes in control of registrant2: Acquisition or disposition of assets3: Bankruptcy or receivership4: Changes in registrant's certifying accountant5: Other events6: Resignations of registrant's directors7: Financial statements and exhibits8: Change in fiscal year9: Regulation FD Disclosure10: Amendments to the Registrant’s Code of Ethics11: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans12: Results of Operations and Financial Condition13: Receipt of an Attorney's Written Notice Pursuant to 17 CFR 205.3(d)8-K, 8-K12B, 8-K12G3, 8-K15D5 (since 2004; for a description of these 8-K items, see How to Read an 8-K.)Example: items=(1.01 and 4.01) + 2010-20191.01: Entry into a Material Definitive Agreement1.02: Termination of a Material Definitive Agreement1.03: Bankruptcy or Receivership1.04: Mine Safety - Reporting of Shutdowns and Patterns of Violations2.01: Completion of Acquisition or Disposition of Assets2.02: Results of Operations and Financial Condition2.03: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.04: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement2.05: Cost Associated with Exit or Disposal Activities2.06: Material Impairments3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.02: Unregistered Sales of Equity Securities3.03: Material Modifications to Rights of Security Holders4.01: Changes in Registrant's Certifying Accountant4.02: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review5.01: Changes in Control of Registrant5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.04: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans5.05: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics5.06: Change in Shell Company Status5.07: Submission of Matters to a Vote of Security Holders5.08: Shareholder Nominations Pursuant to Exchange Act Rule 14a-116.01: ABS Informational and Computational Material6.02: Change of Servicer or Trustee6.03: Change in Credit Enhancement or Other External Support6.04: Failure to Make a Required Distribution6.05: Securities Act Updating Disclosure6.06: Static Pool6.10: Alternative Filings of Asset-Backed Issuers7.01: Regulation FD Disclosure8.01: Other Events9.01: Financial Statements and ExhibitsABS-15GExample: items=1.03 and form-type=ABS-15G + 2015-20191.01: Initial Filing of Rule 15Ga-1 Representations and Warranties Disclosure1.02: Periodic Filing of Rule 15Ga-1 Representations and Warranties Disclosure1.03: Notice if Termination of Duty to File Reports under Rule 15Ga-12.01: Findings and Conclusions of the Third Party Due Diligence Provider Obtained by the Issuer2.02: Findings and Conclusions of the Third Party Due Diligence Provider Obtained by the Underwriter1-UExample: items=9.1 + 20191: Fundamental Changes2: Bankruptcy or Receivership3: Material Modification to Rights of Securityholders4: Changes in Issuer’s Certifying Accountant5: Non-reliance on Previously Issued Financial Statement or a Related Audit Report or Completed Interim Review6: Changes in Control of Issuer7: Departure of Certain Officers8: Certain Unregistered Sales of Equity Securities9.1: Other Events9.2: Other Events (quarterly financials)Note that there is some duplication of item numbers for 8-K and ABS-15G. You can use “and form-type=8-k” to add a Boolean expression to limit results to the form type you want to search.Where can I find more information on how to request agency records?See the FOIA Reference Guide.I found a filing document residing on sec.gov/Archives using a public internet search. How do I find any other related documents from that filing, and how can I find all filings from that company?You can get to the Filing Details page for a filing on sec.gov from the url path of any component document. For example, if you find this exhibit document from a search:https://www.sec.gov/Archives/edgar/data/909494/000143774919004069/ex_136497.htmthe filing detail page – including a link to the parent CIK for all filings from that company – is available at:https://www.sec.gov/Archives/edgar/data/909494/0001437749-19-004069-index.htmAdd dashes between digits 10/11 and 12/13 of the “accession number” part of the path near the end of the url (000143774919004069) and add “-index.htm” at the end.Can I search by IRS Employer Identification Number (EIN)?Yes, EIN is contained in filing headers and can be searched using the Boolean Archives search. For example:https://www.sec.gov/cgi-bin/srch-edgar?text=irs-number%3D263564100&first=2019&last=2019The Financial Statement Data Set also contains the EIN in the “ein” field.Where do I locate a bank’s filings that I am not finding on EDGAR?A very few FDIC-supervised depository institutions with a class of securities registered under the Securities Exchange Act make SEC filings to the Federal Deposit Insurance Corporation. See: FDIC’s Securities Exchange Act Filings and list of these banks.I don’t see Form ADV on EDGAR. Can I download Investment Adviser data?Form ADV filings are available through Investment Adviser Public Disclosure. They are not searchable on EDGAR.These three Form ADV data resources may also be helpful:
A monthly snapshot of current RIA and ERA firms in Excel format is available at Information About Registered Investment Advisers and Exempt Reporting Advisers.
Historical ADV filing data of RIA and ERA firms in .csv format dating back to 2001 at Form ADV Data
Investment Advisor Data in xml format from the Investment Adviser Public Disclosurewebsite.
Data Resources and ServicesWhere can I find your data sets?See SEC Data Resources for a listing of our various data sets and services.When is your Fails-to-Deliver Data updated?See the Fails-to-Deliver Data index to access data files that are updated twice a month on this schedule:
The first half of a given month is available at the end of the month.
The second half of a given month is available at about the 15th of the next month.
SecurityWhy am I seeing a Privacy Enhanced Message header in old EDGAR filings?Prior to 2000, SEC public company filings included a Privacy Enhanced Message header. However, the security functionality was never implemented, and the "privacy" header was eventually eliminated. This is a public document and can be freely accessed.Are the EDGAR directories on sec.gov intentionally open?Directory browsing is allowed for the Central Index Key (CIK) child directories of /Archives/edgar/data/. These contain publicly-available documents from disclosure filings that companies, individuals, and funds make to the SEC. Note that the /data/ directory cannot be directly browsed because of the tens of thousands of CIK subdirectories.These documents can be accessed through our various EDGAR searches. See Accessing EDGAR Data for more information on EDGAR documents directory structure on sec.gov.I see some strange characters in my search results. Is your underlying code exposed?The “Complete dissemination text file” can contain uuencoding for digital content and html and xml markup coding. This may look strange and be meaningless to many users, but there is no security concern.DevelopersI am getting an "Undeclared Automated Tool" error message. How do I declare my user agent?See programmatic downloads below.Do you provide API data services?Submissions by company and extracted XBRL data are available via RESTful APIs on data.sec.gov, offering JSON formatted data.Why am I receiving an “Access Denied” message?Please contact firstname.lastname@example.org with a screenshot or the text of the error message. Include your IP address so we can attempt to better assist you.I want to programmatically download EDGAR filings. Can you help with coding guidance?We do not offer technical support to programmatically download filings. We allow scripted access to sec.gov content and have some resources for developers:
Note that our current maximum access rate is 10 requests per second. This is carefully monitored to preserve equitable access for all users. See: Internet Security Policy.Please declare your user agent in request headers:Sample Declared Bot Request Headers:
Sample Company Name AdminContact@.com
What is the lag time between the filing acceptance time from the EDGAR Filer System and availability of the documents on sec.gov?Filings are often available on sec.gov within 1-3 minutes of the EDGAR system timestamp. The lag time can increase significantly with high server load. We don’t guarantee and cannot predict this lag.How do I get filings as quickly as possible when they are first available on sec.gov?Our Latest Filings search and associated RSS are the best resources for getting as close to real time availability as possible. These resources are heavily accessed. To maintain equitable access for all users, please see Internet Security Policy. See also the subscription option to the EDGAR Public Dissemination Service.Can I get email alerts for company filings?We don’t offer an email notification service for EDGAR filings. However, dynamic RSS is available for some searches. See: RSS Feeds.Note that we do have an email notification service for non-EDGAR content. You can sign up for E-mail Updates on the sec.gov home page.Do you have a file that maps company ticker / CIK / company name?Yes, two files are available:
ticker.txt: tab-delimited text file (ticker.txt) for ticker / CIK. This file provides the ticker search functionality for the Company Search Fast Search. We periodically update the file but do not guarantee accuracy or scope.
company_tickers.json: json file for ticker/CIK/Company name associations. These associations provide the typeahead lookup and search functionaliity for the home page EDGAR search. The company names are EDGAR conformed names. We periodically update the file but do not guarantee accuracy or scope.
How can I search by filer status, for example “smaller reporting” or “large accelerated” filer?EDGAR searches do not have the capability to filter by filer status, but you can use the Financial Statement Data Sets. The SUB data set includes an “afs” element that could allow you to filter by filer status:Filer status with the SEC at the time of submission: 1-LAF=Large Accelerated, 2-ACC=Accelerated, 3-SRA=Smaller Reporting Accelerated, 4-NON=Non-Accelerated, 5-SML=Smaller Reporting Filer, NULL=not assigned.Is there documentation about the meaning and structure of submission “header” elements?Please see the EDGAR PDS Technical Specification. This describes the header tag elements and document text tag elements. See especially 3.3 EDGAR Header and Document Tag Definitions.How can I understand EDGAR Timestamps?The EDGAR Filer System assigns various timestamps to the filing when approved. You can see these in the top header part of the “Complete submission text file.” For example:[…]20190311165759[…]CONFORMED PERIOD OF REPORT: 20181231FILED AS OF DATE: 20190311DATE AS OF CHANGE: 20190311Consult EDGAR PDS Technical Specification for definitions of these timestamps.
CONFORMED PERIOD OF REPORT: End date of reporting period of filing.
FILED AS OF DATE: EDGAR assigned official filing date, or post acceptance new filing date (Post Acceptance Correction).
DATE AS OF CHANGE: Date when the last Post Acceptance occurred.
Acceptance Date: Date the submission was accepted by EDGAR. Format is YYYYMMDD
Acceptance Time: Time (EST) at which the submission was accepted by EDGAR. Format is HHMMSS
There is no timestamp to indicate when filing content is first available on sec.gov.When will the XBRL taxonomies be updated?Please monitor the SEC's EDGAR page at https://www.sec.gov/info/edgar.shtml for news of changes to accepted taxonomies. In addition, you may sign up to receive announcements from the Office of Structured Disclosure, by email at https://www.sec.gov/structureddata/news or via RSS feed at https://www.sec.gov/structureddata/article/announcement.rss.Does the accession number pattern have any meaning?0001193125-15-118890 is an example of an "accession number," a unique identifier assigned automatically to an accepted submission by the EDGAR Filer System. The first 10 digits (0001193125) comprise the Central Index Key (CIK) of the entity submitting the filing. This could be the company or a third-party filer agent. Some filer agents without a regulatory requirement to make disclosure filings with the SEC have a CIK but no searchable presence in the public EDGAR database (they have no filing documents in the public database). The next 2 digits (15) represent the year. The last series of digits comprise a sequential count of submitted filings from that CIK. The count is usually, but not always, reset to 0 at the start of each calendar year.Full-Text SearchNote: Only the EDGAR Full-Text Search indexes the text content of filings. Other EDGAR searches, including the Company Search, index only filing header metadata.Can I search for Hedge Funds in Form D filings? Can I search xml content?The Full-Text Search indexes the content of xml elements, but doesn’t associate the element names. For example, you can search on “hedge fund” AND “pooled investment fund” + Form D.-Pooled Investment Fund-Hedge FundfalseWhy isn’t my Boolean search working?Remember to use ALL CAPS for the Boolean operators. Enclose the search phrase in quotes for exact-phrase matching. See the Full-Text Search FAQ for more tips. Note that some common words (known as “stop words”) like the, is, at, which, and on are not indexed.Can I filter out Exhibits from the search results?You can try adding “NOT Ex-“ to the end of the Search For Text field. This will exclude the exhibits because the exhibit html titles start with “EX-.“ Note, however, that it will also exclude any filing documents that contain “ex-.“FilersAll filer questions related to the filing process should be directed to Filer Support staff.Why is my filing not displaying properly on sec.gov?Please email email@example.com if your publicly-disseminated document is not displaying as expected on sec.gov. Please indicate the URL and CIK. If the presentation issue involves XML, XBRL, or iXBRL, please also email firstname.lastname@example.org.Why is our company ticker not working with the Company Search, or showing an incorrect association?Please email email@example.com with the ticker and Central Index Key (CIK) association.Home > News & Statements > Press Releases
SEC Staff to Publicly Release Comment Letters and ResponsesFOR IMMEDIATE RELEASE2004-89 Washington, D.C., June 24, 2004 -- The staff of the Securities and Exchange Commission today announced its position regarding the release of comment letters and filer responses relating to disclosure filings reviewed by the Division of Corporation Finance and the Division of Investment Management.Release of Comment Letters and ResponsesDisclosure filings made with the SEC are in certain cases selected for review by staff. For many years, the Division of Corporation Finance and the Division of Investment Management have provided filers with comments on filings where they believe the filing could be improved or enhanced. These comments generally are sent after a filing is made with the Commission under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939 or the Investment Company Act of 1940. The letters set forth staff positions on a particular filing only and do not constitute an official expression of the Commission's views. Further, these letters set forth the staff's position, are limited to the specific facts of the filing to which they apply, and do not apply to other filings.Staff review of a filing may involve several rounds of comments from the staff and a similar number of responses from the filer. Upon resolution of all issues relating to a filing review, the staff advises the filer that its review is complete. The SEC currently releases staff comment letters and responses to these comment letters only in response to a Freedom of Information Act request after the staff review is complete.In recent months, an increasing number of our comment letters and filer responses to them are being released publicly through the FOIA process, but only to those persons who make FOIA requests for them. We believe it is appropriate to expand the transparency of the comment process so that this information is available to a broader audience, free of charge. We intend to do this through the Commission's Public Dissemination Service and on our website at www.sec.gov(EDGAR data on the SEC Public Website). Public access to this correspondence will no longer require a FOIA request.TimingWe will begin releasing our comment letters and response letters relating to disclosure filings made after August 1, 2004 that are selected for review. We will announce in the near future a specific date after which these documents will become publicly available; that date will depend on completion of necessary technical modifications. Correspondence will be released not less than 45 days after the staff has completed a filing review.In applying the August 1, 2004 commencement date, we will look to the filing that is the primary focus of the review. For example, if we select for review a Form 10-K filed before August 1, 2004, and in connection with that inquiry we also review a Form 10-Q or Form 8-K filed after August 1, the determination will be based on the filing date of the Form 10-K. Similarly, if a registration statement is filed before August 1, 2004, but an amendment is filed after that date, the determination will be made on the basis of the earlier filing.With respect to investment companies, if we review an amendment to a registration statement filed before August 1, 2004, and in connection with that review also review a Form N-CSR filed after August 1, 2004, we will not make the correspondence publicly available through this process. If we review an amendment filed after August 1, 2004, and in connection with that review also review a Form N-CSR filed before that date, we would make the appropriate information publicly available.Confidential treatmentRule 83 (17 CFR 200.83) is the SEC's rule that allows filers to request confidential treatment for some portions of a written response to a staff comment letter. That rule requires the filer to submit its response letter using two separate documents -- a response to the comment letter without the confidential information, which we refer to as the redacted version, and a separate paper document including the confidential information. This separate document must be properly marked as confidential in accordance with Rule 83.While we will release comment and response letters as a matter of course without a FOIA request, we currently intend to release only the redacted version of response letters where there is a Rule 83 request for confidential treatment. Anyone wishing to seek release pursuant to FOIA of the portions of a response letter that are the subject of a confidential treatment request must submit a FOIA request for the information. We will process requests for confidential treatment of information pursuant to FOIA and Rule 83. Consistent with current practice, we also intend to continue to question a request for confidential treatment under Rule 83 that is on its face overly broad. We also remind companies and their counsel that there must be an appropriate basis for a request for confidential treatment.Addition of "Tandy" language to all initial commentsThe staff may ask companies to represent in writing that they will not use the SEC's comment process as a defense in any securities related litigation against them. This request is known as a "Tandy" letter. Since we will be making all comment letters and responses publicly available, either in response to a FOIA request or pursuant to this announcement, we will ask all companies whose filings are reviewed for such representation. This request and representation should not be construed as confirming that there is or is not, in fact, an inquiry or investigation or other matter involving the filer.* * * * *We will begin releasing comment letters and responses in the manner described above. We are interested in receiving suggestions on how to make the transition and process work efficiently, and ask that any comments be provided promptly. If you wish to send us your views, please submit them by any of the following methods:Electronic comments:
Use the Commission's Internet comment form (http://www.sec.gov/news/press.shtml); or
Send an E-mail to firstname.lastname@example.org. Please include File Number S7-28-04 on the subject line.
Paper comments:Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. All submissions should refer to File Number S7-28-04. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (www.sec.gov/news/press.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.For additional information, please contact Ken Fogash, Associate Executive Director, Office of Filings and Information Services, at (202) 942-8938; Herb Scholl, Chief, Office of Edgar and Information Analysis, Division of Corporation Finance, at (202) 942-2930; or, Michael Lainoff, Assistant Director, Division of Investment Management, at (202) 942-0589, U.S. Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549. Comments: received are available for this proposal. Click to submit comments on S7-28-04
Searching With EDGAR Header FieldsCompany filings are submitted with SGML headers, which are standard elements corresponding to EDGAR database index fields. These header elements provide important indexing information for retrieval of filings. The Historical EDGAR Archives search allows the flexibility of searching for specific information in these headers to locate filings. Available fields are listed below.Company NameCIKPublic Document CountAccession NumberForm TypePeriodFiling DateCompany NameCIKAssigned SICIRS NumberState of IncorporationFiscal Year EndForm TypeSEC ActFile NumberFilm NumberStreet Address, Line OneStreet Address, Line TwoCityStateZIP CodePhone NumberStreet Address, Line OneStreet Address, Line TwoCityStateZIP CodeFormer Company NameDate of Company Name ChangeSome tips and examples:
For basics on EDGAR searches including use of boolean operators, see Search Overview.
Letter case is ignored — you can use all caps, no caps, or any combination.
To find all documents with the term FORD in the COMPANY-NAME field, use: COMPANY-NAME=FORD.
To find S-4 filings from companies incorporated in the state of Maine, use: FORM-TYPE=S-4 and STATE-OF-INCORPORATION=ME.
To find companies with a California business address involved in Forestry, use: ASSIGNED-SIC=0800 and business-address=CA (SIC Code List)
To find companies incorporated in Chile filing F-3s, use: business-address=F3 and form-type=f-3 (Chile's code is F3, see EDGAR State/Country Codes)
FILING-DATE uses the format YYYYMMDD, e.g., 20040505. Note that this is treated as a string, not as a real date. To search for September 2004, filings, use: filing-date=200409*.
To find all 10-Qs and 10-Ks for a specific company (including amended returns), use: company-name="sun microsystems" AND form-type=(10-q* OR 10-k*)
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EDGAR State and Country CodesEDGAR State and Country Codes are documented in EDGAR Form D XML Technical Specificationand EDGAR Ownership XML Technical Specification. These codes are used for XML filings of Ownership Reports (Forms 3, 4, 5), Form D and Form ID in EDGAR.The codes can also be used for EDGAR Company Searches and Historical Archives Searches. Note that the new codes may differ from past EDGAR state and country codes. Searches on State and Country codes will return results based on the code used by the filer at the time of the filing. The following changes have been made to the state and country codes on February 2010:States | Canadian Provinces | Other Countries
State or Country Name
DISTRICT OF COLUMBIA
BRITISH COLUMBIA, CANADA
NEW BRUNSWICK, CANADA
NOVA SCOTIA, CANADA
PRINCE EDWARD ISLAND, CANADA
CANADA (Federal Level)
ANTIGUA AND BARBUDA
BOSNIA AND HERZEGOVINA
BRITISH INDIAN OCEAN TERRITORY
CANADA (Federal Level)
CENTRAL AFRICAN REPUBLIC
COCOS (KEELING) ISLANDS
CONGO, THE DEMOCRATIC REPUBLIC OF THE
FALKLAND ISLANDS (MALVINAS)
FRENCH SOUTHERN TERRITORIES
HEARD ISLAND AND MCDONALD ISLANDS
HOLY SEE (VATICAN CITY STATE)
IRAN, ISLAMIC REPUBLIC OF
ISLE OF MAN
KOREA, DEMOCRATIC PEOPLE'S REPUBLIC OF
KOREA, REPUBLIC OF
LAO PEOPLE'S DEMOCRATIC REPUBLIC
LIBYAN ARAB JAMAHIRIYA
MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF
MICRONESIA, FEDERATED STATES OF
MOLDOVA, REPUBLIC OF
NORTHERN MARIANA ISLANDS
PALESTINIAN TERRITORY, OCCUPIED
PAPUA NEW GUINEA
SAINT KITTS AND NEVIS
SAINT PIERRE AND MIQUELON
SAINT VINCENT AND THE GRENADINES
SAO TOME AND PRINCIPE
SOUTH GEORGIA AND THE SOUTH SANDWICH ISLANDS
SVALBARD AND JAN MAYEN
SYRIAN ARAB REPUBLIC
TANZANIA, UNITED REPUBLIC OF
TRINIDAD AND TOBAGO
TURKS AND CAICOS ISLANDS
UNITED ARAB EMIRATES
UNITED STATES MINOR OUTLYING ISLANDS
VIRGIN ISLANDS, BRITISH
VIRGIN ISLANDS, U.S.
WALLIS AND FUTUNA
UNKNOWNCODE OF ETHICSTHE DREYFUS FAMILY OF FUNDSCODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS1. Covered Officers/Purpose of the CodeThis code of ethics (the "Code") for the investment companies within the complex (each, a "Fund") applies to each Fund's Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, or other persons performing similar functions, each of whom is listed on Exhibit A (the "Covered Officers"), for the purpose of promoting:· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;· full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Fund;· compliance with applicable laws and governmental rules and regulations;· the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and· accountability for adherence to the Code.Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.2. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of InterestOverview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as "affiliated persons" of the Fund. The compliance programs and procedures of the Fund and the Fund's investment adviser (the "Adviser") are designed to prevent, or identify and correct, violations of these provisions. The Code does not, and is not intended to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of the parameters of the Code.Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the Adviser of which the Covered Officers are also officers or employees. As a result, the Code recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the Fund or for the Adviser, or for both), will be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund and, if addressed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, will be deemed to have been handled ethically. In addition, it is recognized by the Fund's Board that the Covered Officers also may be officers or employees of one or more other investment companies covered by this or other codes of ethics.Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. Covered Officers should keep in mind that the Code cannot enumerate every possible scenario. The overarching principle of the Code is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.Each Covered Officer must:· not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;· not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and· not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.3. Disclosure and Compliance· Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund within his area of responsibility;· each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and to governmental regulators and self-regulatory organizations;· each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and· it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.-2-SSL-DOCS2 70116469v34. Reporting and AccountabilityEach Covered Officer must:· upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;· annually thereafter affirm to the Board that he has complied with the requirements of the Code; and· notify the Adviser's General Counsel (the "General Counsel") promptly if he knows of any violation of the Code. Failure to do so is itself a violation of the Code.The General Counsel is responsible for applying the Code to specific situations in which questions are presented under it and has the authority to interpret the Code in any particular situation. However, waivers sought by any Covered Officer will be considered by the Fund's Board.The Fund will follow these procedures in investigating and enforcing the Code:· the General Counsel will take all appropriate action to investigate any potential violations reported to him;· if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action;· any matter that the General Counsel believes is a violation will be reported to the Board;· if the Board concurs that a violation has occurred, it will consider appropriate action, which may include: review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or dismissal of the Covered Officer;· the Board will be responsible for granting waivers, as appropriate; and· any waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules.5. Other Policies and ProceduresThe Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. The Fund's, its principal underwriter's and the Adviser's codes of ethics under Rule 17j-1 under the Investment Company Act and the Adviser's additional policies and procedures, including its Code of Conduct, are separate requirements applying to the Covered Officers and others, and are not part of the Code.-3-SSL-DOCS2 70116469v36. AmendmentsThe Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Fund's Board, including a majority of independent Board members.7. ConfidentialityAll reports and records prepared or maintained pursuant to the Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or the Code, such matters shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate Boards (or Committees) and their counsel and the Adviser.8. Internal UseThe Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.Dated as of: July 1, 2003-4-SSL-DOCS2 70116469v3Exhibit APersons Covered by the Code of Ethics
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
Revised as of January 1, 2010-5-SSL-DOCS2 70116469v3
SATURNS TRUST NO. 2001-6 QUATERLY INVESTOR REPORT - DECEMBER 2010
Structured Asset Trust Unit Repackings (SATURNS)
Bank of America Debenture-Backed
Reporting Package Table of Contents
Ariel Litvin 312.992.5375
135 S. LaSalle Street Suite 1625
Chicago, IL 60603-4159
Statements to Certificateholders
Cash Reconciliation Summary
Bond Interest Reconciliation
Other Related Information
Other Related Information
Realized Loss Detail
Information is available for this issue from the following sources
Bank of America Merrill Lynch
First Payment Date:
Parties to The Transaction
Depositor: MS Structured Asset Corp
Underwriter: Morgan Stanley Capital Services, Inc
Rating Agency: Moody's Investors Service, Inc./Standard & Poor's, Inc.
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27-Dec-2010 - 14:25 (G309) (c) 2010 Bank of America Corporation