New: Filing Fee Compliance and Disclosure Interpretations

On November 9, 2016, the Division of Corporation Finance published new and revised Compliance and Disclosure Interpretations (CDIs) relating to the calculation of filing fees. 

Topics addressed include:

• Information to include in fee table footnotes when claiming a fee offset pursuant to Rule 457(p) [link to Securities Act Rules CDI 240.16];     
• Filing new or amended registration statements on Form S-8 in connection with replacement equity compensation plans [link to Securities Act Rules CDI 240.15];and     
• The use of Rule 457(p) to claim fee offsets in connection with registration statements on Form S-8 [link to Securities Act Rules CDI 240.11]

Changes to EDGAR Passphrase Update

On December 12, 2016 the SEC announced new changes to the EDGAR Passphrase.

The EDGAR system will soon implement two-phase authentication when requesting an EDGAR Passphrase to be reset. 

When a request is received by EDGAR to reset a Passphrase, the EDGAR system will send an electronic security token to the EDGAR email contact on record. This electronic security token will be required to complete the process.

• For more details click here.

The Spotlight on the Office of Compliance Inspections and Examinations Filer Support Team

The Branch of Registrations, in the Office of Compliance Inspections and Examinations (OCIE), examines filings submitted by over 12,000 Investment Advisers on Form ADV and each filing submitted by approximately 4,100 broker-dealers on Form BD. 

Form ADV and BD filings are submitted through FINRA’s IARD and WebCRD systems rather than through EDGAR. The Registrations Branch examines filings submitted via EDGAR of Form MA and its variants by over 650 municipal advisors, and Form TA-1, TA-2, and their variants submitted by approximately 450 transfer agents.

Because each of the filings examined become effective by operation of law 30, 45, or 60 days after filing, the Registrations Branch staff conduct their examinations quickly, looking for compliance issues in filings and helping companies to resolve them before the filings become effective. 

Our staff regularly reaches out to filers to discuss deficiencies and questions noted during our examination of their filing.  We coordinate with staff from the Divisions of Investment Management, Trading and Markets, and Enforcement, as well as other OCIE staff, to discuss disclosure and other potentially significant issues.

We may be reached via telephone at (202) 551-7250, by fax at (202) 772-9249, or by email at OCIERegistrationsInquiries@sec.gov.

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EDGAR Release 16.4

On December 12, 2016, EDGAR 16.4 was released and among the changes introduced were the following:

• Filers will be able to submit the Municipal Advisor submission form types MA, MA-A, MA/A, MA-I, MA-I/A, and MA-W in filer-constructed XML format from the EDGAR Filing Website.
• Filers will be able to provide up to 200 owners instead of 50 owners for Schedules A-1, A-2, B-1, and B-2 within MA, MA-A, and MA/A submissions.
• EDGAR will be upgraded to allow an entity with any Standard Industrial Classification (SIC) code value or no value (NULL) to request the creation of ABS Issuing Entities.
• EDGAR will be updated to allow duplicate submissions for ABS-EE.
• For more details of the changes introduced, click here. 

Please note, on September 19, 2016, EDGAR Release 16.3 was released. 

• For more details click here.

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