The Filer Report Issue 6 - Revised to Reflect April 2017 Issue Date

Securities and Exchange Commission sent this bulletin at 04/27/2017 05:46 PM EDT
The Filer Report Header

                                                                                             April 2017, Issue 6

The Filer Report includes current news, updates and announcements to assist Filers during the filing submission process. We welcome registrant input and encourage Filers to submit questions, feedback or suggestions for future newsletter issues to TheFilerReport@sec.gov.

 

In This Issue!

News and Notes

  • The Filer Report Survey
  • Filings with an “In Progress” Status in EDGAR
  • The Spotlight on DERA’s Office of Structured Disclosure (OSD)
  • Exhibit Hyperlinks and HTML Format 

Filing Fees

  • Coming Summer 2017: A New Accounting and Filing Review System for the SEC’s Filing Fee Branch
  • Filing Fees Dormant Accounts Process

Investment Management

  • Reminder to Deregister – Form N-8F for Investment Companies 

    EDGAR Updates

    • Release 17.0.2
    • Release 17.1

    - Quick Links -

    www.sec.gov
    www.investor.gov
    Information for Filers
    EDGAR Filer Manual
    EDGAR Portal

    Disclaimer: The Filer Support Teams have provided this information as a service to Filers. It is neither a legal interpretation nor a statement of SEC Policy. If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.
    SEC Seal News and Notes

    The Filer Report Survey

    The Filer Support teams are interested in obtaining your feedback regarding The Filer Report. The best way to do this is by asking for your participation in our survey.

    The survey is web-based featuring a series of short questions and should take approximately five minutes to complete. We would like to thank everyone in advance for your support and input.

    Please click on the link below to start the survey:

        The Filer Report Survey

     

    Filings with an "In Progress" Status in EDGAR

    Filers may see filings with a status of “in progress” in EDGAR, resulting from filings going through various checks in the EDGAR system. However, when filings are in an “in progress” status for 4 hours or more, this may indicate that there is a problem either with the filing or some technical issue. Some of the major reasons that a filing may be in an “in progress” status are:

    • If the file number of that particular filing is not associated with the CIK of the entity being used
    • If the entity does not have a reporting obligation
    • If the filing is recognized as a duplicate filing
    • If there is no filing history of the entity’s CIK
    • If there is an incorrect Tax Number/ID or IRS Number
    • If there is insufficient or incorrect funds for the filing fee due

    Filings in an “in progress” status are expected to be reviewed and either suspended or manually processed through the EDGAR system within 24 hours of a normal working day depending on the complexity of the filing or issue involved. Filings that are manually processed assume a filing date that is the same as the business day the filing was submitted.

    If a filing is in an “in progress” status for over 12 hours, filers are encouraged to call the Filer Support hotline (202-551-8900) so that their filings are evaluated in a timely manner. 

                                                                                                                                        

    The Spotlight on DERA’s Office of Structured Disclosure (OSD)

    The Office of Structured Disclosure (OSD), within the Division of Economic and Risk Analysis (DERA), supports the SEC’s efforts to make data accessible and easy to use.  OSD works closely with other SEC Divisions and Offices to design data structuring approaches for required disclosures and supports the SEC’s data collections and data usage by designing taxonomies, validation rules, data quality assessments, and tools for conducting data analyses.

    OSD recently developed the Inline XBRL Viewer so that users can view information about the reported XBRL data in financial statements using any standard Internet browser, without the need for specialized software to process the XBRL.  When a user views a filing submitted with Inline XBRL on EDGAR, the user will be able to see tags and the related meta data while viewing the HTML filing.  The Inline XBRL Viewer is an open source program available for download.

    OSD staff also supports various taxonomies for filers to use with certain Commission disclosures.  For example, in March 2017, OSD staff posted for use in EDGAR the 2017 U.S. GAAP Taxonomy, the 2016 IFRS Taxonomy, and updated versions of certain SEC-maintained taxonomies. 

    Please visit OSD’s website to learn more about structured data at the SEC, review FAQs and staff observations related to XBRL submissions, and sign up to receive updates and news.  OSD staff can be reached at StructuredData@sec.gov or leave a voicemail at (202) 551-5494.


    Exhibit Hyperlinks and HTML Format

    On September 1, 2017, amendments adopted by the SEC will become effective that will require registrants that file registration statements and reports subject to the exhibit requirements under Item 601 of Regulation S-K, or that file Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the exhibit index of these filings. To enable the inclusion of such hyperlinks, the amendments also require that registrants submit all such filings in HyperText Markup Language (“HTML”) format.

    A registrant that is a “smaller reporting company,” as defined in Securities Act Rule 405 and Exchange Act Rule 12b-2, or that is neither a “large accelerated filer” nor an “accelerated filer,” as defined in Exchange Act Rule 12b-2, and that submits filings in ASCII need not comply with the final rules until September 1, 2018, one year after the effective date.

    The compliance date for any Form 10-D filing that will require a hyperlink to an exhibit filed with Form ABS-EE will be delayed until SEC staff completes programming changes to EDGAR that will allow registrants to include the Form 10-D and Form ABS-EE in a single submission so that the required exhibit hyperlinks can be created at the time the Form 10-D is filed.  The SEC will publish a notice in the Federal Register and on the SEC website announcing the the compliance date for those Form 10-D filings.

    For more information, please click here:

    Exhibit Hyperlinks and HTML Format Final Rule

     

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    SEC Seal Filing Fees

    Coming Summer 2017: A New Accounting and Filing Review System for the Filing Fees Branch

    The Filing Fees Branch is planning to implement a new accounting and filing review system on May 30, 2017. The system is intended to streamline our internal filing fee review processes by consolidating this review functionality into one integrated platform.The new system should have no impact on registrants using EDGAR. 

    The new system will also provide enhanced functionality to send automatic notifications of filing fees due, filing fee adjustments, and requests for additional information from registrants via email. The format of certain information provided to registrants, such as the account activity statement, may also change. Please ensure we have the most up-to-date filing fee contact information in EDGAR to facilitate these notifications. We will provide updates on the system implementation as it progresses. 

     

    Filing Fees Dormant Accounts Process

    For filers who have submitted funds to the SEC for the purpose of paying required filing fees, but   have not submitted a fee-related filing or made a deposit in the past three years to the SEC, their filing fee account is considered “dormant.” For such dormant accounts that have outstanding balances, the SEC will return unused funds to filers.

    For filer accounts that have outstanding balances and are nearing dormant status, the SEC will attempt to contact the registrant to verify registrant information so that funds can be refunded to the filer. Information to be confirmed may include contact and address information as well as bank account information for processing an electronic refund. SEC’s policy is to verify this information with the filer prior to issuing a refund. A registrant may update the account and address information online using the EDGAR Filer website. This method ensures data integrity and the most timely update for filer account information.  

    If a refund is due on a dormant account, but the SEC is unable to contact the registrant, or the registrant does not file a claim request for receiving the refund after being notified by the SEC, then the SEC will transfer the unclaimed account balance to Treasury.

    Filers may also request refunds of their account balances at any time prior to the three-year timeframe by submitting an online refund request through the EDGAR Filer website. Upon receipt of a refund request from the filer, the SEC will review the account to confirm that the refund is due and then proceed with issuing a refund.

     

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    SEC Seal Investment Management

    Reminder to Deregister – Form N-8F for Investment Companies

    The EDGAR Filer Support staff in the Division of Investment Management has noticed a number of cases in which funds that have ceased operations as an investment company have failed to deregister. These funds have either transferred all of their assets in a reorganization, liquidated or abandoned their registration, or became a business development company. These registrants must file an application pursuant to Section 8(f) and Rule 8f-1 for an order declaring that the company has ceased to be an investment company.

    Applications should be filed on Form N-8F within a reasonable time after the reorganization. Registrants are also reminded to provide, by establishing a reserve or otherwise, for the payment of the costs of the Form N-8F application proceedings and for the preparation and filing of all final forms on behalf of a fund that has ceased operations.

    For further assistance with filing Form N-8F, you may contact the Division of Investment Management's Branch of Disclosure Dissemination at (202) 551-8900, Option 5 or Chief Counsel’s Office at (202) 551-6825 or IMOCC@sec.gov.

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    SEC Seal EDGAR Updates

    Release 17.0.2

    On January 30, 2017, EDGAR 17.0.2 was released and the EDGAR Filer Management Website (https://www.filermanagement.edgarfiling.sec.gov) was updated as follows:

    • EDGAR was upgraded with an enhanced authentication process to increase the security surrounding a filer's request for a passphrase update. This includes the issuance of a one-time security token which will be emailed to the registrant at the email address on record. If the email on record is not valid, the filer will need to provide authorization to have their codes reset, and in the case of a company, the request must be on company letterhead. If a Power of Attorney (POA) is provided, it must be manually signed. For more information, please see Section 4.1.1 of EDGAR Filer Manual Volume I: General Information.
    • The EDGAR Portal, EDGAR Company Database, and the landing pages for all EDGAR websites were updated to remove any reference to Internet Explorer (IE) 8.0 and Firefox version 24.x, and to update the language so that vendor supported versions of IE and Google Chrome are the recommended browsers. The references to IE 8.0 and Firefox version 24.x were deleted in "EDGAR Filer Manual, Volume I: General Information" and "EDGAR Filer Manual, Volume II: EDGAR Filing."

     

    Release 17.1

    On March 13, 2017, EDGAR 17.1 was released and among the changes introduced were the following:

    • Filers are able to upload the notarized authentication document and the power of attorney as separate CORRESP documents when submitting a request to manually update their passphrase on the EDGAR Filer Management Website.
    • EDGAR was updated to allow filers to submit duplicate filings for submission form type 10-D.
    • EDGAR was upgraded to allow filers to provide up to four digits after the decimal point for the “Price per security” field for submission form types DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K, 1-K/A, 1-Z, and 1-Z/A.
    • EDGAR was upgraded to make a number of technical modifications associated with the recent effectiveness of the asset-level disclosure requirements for certain asset-backed issuers. For more information, see the updated "EDGAR ABS XML Technical Specification" document available on the SEC's Public Website (https://www.sec.gov/info/edgar/tech-specs).
    • Submission form types SDR, SDR/A, SDR-A, and SDR-W will no longer require the XBRL dei:EntityFilerCategory element to be provided for the following XBRL document types:

    o EX-99.SDR K.INS (Traditional XBRL) 
    o EX-99.SDR L.INS (Traditional XBRL) 
    o EX-99.SDR K (Inline XBRL) 
    o EX-99.SDR L (Inline XBRL) 

    • For more details of the changes introduced, click here. 

     

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    SEC Seal Filer Contacts

    The SEC Filer Support Teams are available to assist registrants in processing their filings through the EDGAR system. If you need assistance, please click the link below for available contact options.

     

     

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    Disclaimer: The Filer Support Teams have provided this information as a service to Filers. It is neither a legal interpretation nor a statement of SEC Policy. If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.