EDGAR Filer Manual Volume II

EDGAR Filer Manual Volume II
Filer Manual – Volume II
EDGAR Filing
VERSION 34
September 2015
Notice
Use this EDGAR® Filer Manual when making electronic filings with the United States Securities
and Exchange Commission (SEC or “Commission”). See Rule 301 of Regulation S-T.
The EDGAR Filer Manual consists of three volumes. EDGAR Filer Manual (Volume I) General
Information introduces the requirements for becoming an EDGAR Filer and maintaining EDGAR
company information. EDGAR Filer Manual (Volume II) EDGAR Filing illustrates the process to
submit an online filing. EDGAR Filer Manual (Volume III) N-SAR Supplement is a guide for
preparing electronic submissions of Form N-SAR.
For up-to-date information regarding filing-related topics, consult the following
EDGAR websites:
●
Information for EDGAR Filers (http://www.sec.gov/info/edgar.shtml)
●
EDGAR Gateway to submit filings (http://www.portal.edgarfiling.sec.gov)
●
EDGAR Company Database (http://www.edgarcompany.sec.gov)
EDGAR® and EDGARLink® are registered trademarks of the Securities and Exchange
Commission. EDGARLite™ is a trademark of the Securities and Exchange Commission. All
other product brand names mentioned in this Filer Manual are trademarks or registered
trademarks of their respective holders.
To protect the privacy of our filing community, filers are asked not to include social security
numbers in filings submitted to the Commission.
September 2015
EDGAR Filer Manual (Volume II)
Updates
On September 14, 2015, EDGAR Release 15.3 will introduce the following changes:
●
As part of the final rules adopted on January 14, 2015 for regulating Security-based Swap
Data Repositories (SDR), the following submission form types will be added to EDGAR:
o
SDR-CCO – Annual Compliance Report and Annual Financial Report
o
SDR-CCO/A – Amendment to Annual Compliance Report and Annual Financial
Report
These submission form types can be accessed by selecting the ‘EDGARLink Online Form
Submission’ link on the EDGAR Filing Website. Additionally, applicants may construct
XML submissions for SDR-CCO and SDR-CCO/A by following the “EDGARLink
Online XML Technical Specification” document available on the SEC’s Public Website
(http://www.sec.gov/info/edgar.shtml).
Submission form types SDR-CCO and SDR-CCO/A will include the “Request
Confidentiality” check box to allow applicants to request confidential treatment for each
attached document. After an SDR-CCO or SDR-CCO/A filing is submitted, SEC staff will
review the submission and make a determination of whether the information for which
confidential treatment is requested should be made public. EDGAR will only disseminate
the attached documents of the submission that the SEC staff has determined to be public.
●
New exhibit EX-36 (Depositor Certification for shelf offerings of asset-backed securities)
will be available on EDGARLink Online for submission form types SF-3, SF-3/A, 8-K,
and 8-K/A. This change will allow registrants to file a certification required for shelf
offerings of asset-backed securities as an EX-36. Filers will have the option to attach
exhibit EX-36 in official HTML or ASCII format (and unofficially in PDF format) on
submission form types SF-3 and SF-3/A and on submission form types 8-K and 8-K/A,
when the SIC code associated with the Primary Filer CIK is 6189 (Asset-Backed
Securities).
●
EDGAR will be updated to include the following XBRL document types for submission
form types SDR, SDR/A, SDR-A, and SDR-W:
o
EX-99.K SDR.INS, EX-99.K SDR.SCH, EX-99.K SDR.PRE, EX-99.K SDR.LAB,
EX-99.K SDR.CAL, and EX-99.K SDR.DEF
o
EX-99.L SDR.INS, EX-99.L SDR.SCH, EX-99.L SDR.PRE, EX-99.L SDR.LAB,
EX-99.L SDR.CAL, and EX-99.L SDR.DEF
●
Filers will be able to submit SDR Exhibit K and Exhibit L in XBRL format for submission
form types SDR, SDR/A, SDR-A, and SDR-W. Filers can continue to provide SDR
Exhibit K and Exhibit L in ASCII or HTML formats for submission form types SDR,
SDR/A, SDR-A, and SDR-W.
●
XBRL file attachments will be considered valid if they contain multiple identically tagged
XBRL facts.
●
Documentation updates were made to Chapters 2, 3, and 7 of the “EDGAR Filer Manual,
Volume II: EDGAR Filing” relating to Form NRSRO.
EDGAR Filer Manual (Volume II)
September 2015
●
Formatting changes were made to “EDGAR Filer Manual, Volume II: EDGAR Filing” for
compliance with Section 508 of the U.S. Rehabilitation Act.
The Filer Manual is also being revised to address software changes made previously in EDGAR.
On July 10, 2015, EDGAR Release 15.2.e.4 introduced the following change:
●
Regulation A submission form types DOS, DOS/A, 1-A, 1-A/A, and 1-A POS were
updated to prevent a filer from entering a response in Item 6(d) when the “None” option
has been selected on Item 6.
September 2015
EDGAR Filer Manual (Volume II)
Table of Contents
1.
1.1
1.1.1
INTRODUCTION TO VOLUME II .......................................................................1-1
Organization of this Manual ........................................................................................1-1
Conventions Used in the Filer Manual......................................................................1-2
2.
2.1
2.1.1
2.1.2
2.1.3
2.2
2.3
2.3.1
2.3.2
2.3.3
2.3.4
2.3.5
2.4
QUICK GUIDE TO EDGAR FILING ....................................................................2-1
EDGAR Filing Process................................................................................................2-1
Using EDGARLink Online .......................................................................................2-2
EDGAR OnlineForms/XML Website .......................................................................2-3
After a Submission is Filed .......................................................................................2-3
Filing Checklist............................................................................................................2-4
General Information for Filers.....................................................................................2-5
Hours of Operation....................................................................................................2-5
Introduction to Web Browsers ..................................................................................2-5
Browser Differences..................................................................................................2-5
Accessing EDGAR....................................................................................................2-7
Getting Help with EDGAR .......................................................................................2-7
EDGAR Gateway and Websites..................................................................................2-8
3.
3.1
3.2
INDEX TO FORMS ..................................................................................................3-1
Alpha/Numeric ............................................................................................................3-2
Electronic Form Types by Act....................................................................................3-29
4.
4.1
4.2
4.3
4.4
4.5
4.5.1
4.5.2
4.5.3
4.6
4.6.1
4.6.2
4.6.3
4.7
4.7.1
4.7.2
4.8
FILING FEE INFORMATION................................................................................4-1
Where to Pay Filing Fees.............................................................................................4-1
How to Send Filing Fees to U.S. Bank........................................................................4-1
How to View Fee Account Information ......................................................................4-2
How to Request a Return of Unused Funds.................................................................4-2
Filings that Require Filing Fees...................................................................................4-3
1933 Act Filings by Corporations .............................................................................4-3
1934 Act Filings ........................................................................................................4-4
1933 and 1940 Act Filings by Investment Companies .............................................4-4
How to Calculate a Filing Fee .....................................................................................4-4
1933 Act Filings ........................................................................................................4-4
1934 Act Filings .......................................................................................................4-5
1939 Act Filings ........................................................................................................4-5
Offsetting Fees.............................................................................................................4-5
Offsetting Fees Example ...........................................................................................4-5
Example of Fee Calculation for 24F-2NT.................................................................4-6
Common Problems ......................................................................................................4-7
5.
5.1
5.1.1
5.1.2
CONSTRUCTING ATTACHED DOCUMENTS AND DOCUMENT TYPES..5-1
Introduction..................................................................................................................5-1
File Naming Standards ..............................................................................................5-1
Statutory Signatures ..................................................................................................5-1
September 2015
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EDGAR Filer Manual (Volume II)
5.2
5.2.1
5.2.2
5.2.3
5.2.4
5.3
5.3.1
5.3.2
5.3.3
5.4
5.4.1
5.4.2
Document Formats.......................................................................................................5-2
ASCII Documents .....................................................................................................5-2
HTML......................................................................................................................5-12
Unofficial PDF .........................................................................................................5-25
Unofficial XBRL......................................................................................................5-27
Preparing or Referencing Module and Segment Documents .....................................5-34
Module and Segment Naming.................................................................................5-36
Types of Modules and Segments .............................................................................5-36
Maintaining Modules and Segments ........................................................................5-39
Document Types in EDGAR ......................................................................................5-43
Non-Public and Confidential....................................................................................5-43
Exhibits.....................................................................................................................5-43
6.
6.1
6.2
6.3
6.3.1
INTERACTIVE DATA.............................................................................................6-1
XBRL Overview..........................................................................................................6-2
Supported Versions of XBRL Standard Taxonomies..................................................6-3
Submission Syntax.......................................................................................................6-5
Use EDGARLink Online Submission Templates 1, 2, and 3 to attach XBRL Document
Types. ........................................................................................................................6-5
6.3.2
XBRL instance, schema, and linkbase documents must be attached to an EDGAR
submission using the EX-100.*, EX-101.*,EX-99.SDR K.*, or EX-99.SDR L.*
document types..........................................................................................................6-5
6.3.3
XBRL document names must match {base}-{date}[_{suffix}].{extension}...........6-6
6.3.4
An XBRL document must not contain HTML character name references...............6-6
6.3.5
The ampersand character must begin a valid XML predefined entity or numeric
character reference. ...................................................................................................6-6
6.3.6
The URI content of the xlink:href attribute, the xsi:schemaLocation attribute and the
schemaLocation attribute must be relative and contain no forward slashes, or a
recognized external location of a standard taxonomy schema file, or a “#” followed by a
shorthand xpointer.....................................................................................................6-7
6.3.7
XBRL document names are case sensitive. ..............................................................6-7
6.3.8
A submission must contain exactly one EX-100.INS, EX-101.INS, or EX-99.SDR
K.INS.........................................................................................................................6-7
6.3.9
Filers must use one of the taxonomies as specified on the SEC website as their standard
taxonomy. ..................................................................................................................6-7
6.3.10 A submission must contain at least one company extension schema EX-100.SCH,
EX-101.SCH, or EX-99.SDR K.SCH. ......................................................................6-7
6.3.11 Attribute xml:base must not appear in any Interactive Data document. ...................6-8
6.4
Interactive Data Filing Syntax ....................................................................................6-8
6.4.1
Reserved. ...................................................................................................................6-8
6.4.2
EDGAR may delete all XBRL attachments from a submission if any of them contains a
syntax error................................................................................................................6-8
6.4.3
The XBRL instance documents in a submission must be XBRL 2.1 valid. .............6-8
6.4.4
EDGAR will suspend a submission with EX-99.SDR K.* or EX-99.SDR L.* with
syntax errors. .............................................................................................................6-8
EDGAR Filer Manual (Volume II)
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September 2015
6.5
6.5.1
6.5.2
6.5.3
6.5.4
6.5.5
6.5.6
6.5.7
6.5.8
6.5.9
6.5.10
6.5.11
6.5.12
6.5.13
6.5.14
6.5.15
6.5.16
6.5.17
6.5.18
6.5.19
6.5.20
Syntax of Instances ......................................................................................................6-8
The scheme attribute of the xbrli:identifier element must be http://www.sec.gov/CIK.
6-8
An xbrli:identifier element must have the CIK of the registrant as its content except in
attachment EX-99.SDR L.INS when it contains the financial report of an entity without
a CIK.6-8
All xbrli:identifier elements in an instance must have identical content. .................6-9
The xbrli:scenario element must not appear in any xbrli:context. ............................6-9
If an xbrli:segment element appears in a context, then its children must be one or more
xbrldi:explicitMember elements. ..............................................................................6-9
Reserved. ...................................................................................................................6-9
An instance must not contain duplicate xbrli:context elements. ...............................6-9
Every xbrli:context element must appear in at least one contextRef attribute in the same
instance......................................................................................................................6-9
If the duration of a context is more than 24 hours, then its endDate datetime value must
not be greater than the startDate datetime of any other context by 24 hours or less.
..................................................................................................................................6-10
Reserved. ..................................................................................................................6-10
Element xbrli:xbrl must not have duplicate child xbrli:unit elements. ....................6-10
An instance must not have more than one fact having the same element name, equal
contextRef attributes, and if they are present, equal unitRef attributes and xml:lang
attributes, respectively, unless their fact values are the same. .................................6-10
The default value of the xml:lang attribute on non-numeric facts and on link:footnote is
‘en-US’. ....................................................................................................................6-10
An instance having a fact with non-nil content and the xml:lang attribute not equal to
“en-US” must also contain a fact using the same element and all other attributes with an
xml:lang attribute equal to “en-US”.........................................................................6-11
If the un-escaped content of a fact with base type us-types:textBlockItemType or a type
equal to or derived by restriction of the type ‘escapedItemType’ in a standard taxonomy
schema namespace contains the “<” character followed by a QName and whitespace,
“/>” or “>”, then the un-escaped content must contain only a sequence of text and XML
nodes.........................................................................................................................6-12
Facts of type “text block” whose un-escaped content contains markup must satisfy the
content model of the BODY tag as defined in 5.2.2. ...............................................6-13
The xbrli:xbrl element must not have any facts with the precision attribute. ..........6-13
Reserved. ..................................................................................................................6-13
An instance covering a reporting period must contain a Required Context that is an
xbrli:context having xbrli:startDate equal to 00:00:00 on the first day of the reporting
period and xbrli:endDate equal to 24:00:00 on its last day......................................6-13
For each required Document Information element, an instance must contain a fact with
that element and a contextRef attribute referring to its Required Context...............6-13
September 2015
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EDGAR Filer Manual (Volume II)
6.5.21
6.5.22
6.5.23
6.5.24
6.5.25
6.5.26
6.5.27
6.5.28
6.5.29
6.5.30
6.5.31
6.5.32
6.5.33
6.5.34
6.5.35
6.5.36
6.5.37
6.5.38
6.6
6.6.1
An instance must contain one non-empty fact for each required Entity Information
element, each with a contextRef attribute referring to a Required Context. The value of
an EntityPublicFloat fact in an instance will be 0 for an entity that has only public debt.
..................................................................................................................................6-14
All other elements in the dei namespace are optional. .............................................6-16
The contents of the dei:EntityCentralIndexKey fact in the Required Context must equal
the content of the xbrli:identifier element in that context. .......................................6-16
The official Registrant Name that corresponds to the CIK of the xbrli:identifier text
content must be a case-insensitive prefix of the dei:EntityRegistrantName fact in the
Required Context, unless the xbrli:identifier value is 0000000000. ........................6-16
Elements with a type attribute equal to or a restriction of ‘domainItemType’ in a
standard taxonomy schema target namespace must not appear as facts in an instance.
..................................................................................................................................6-16
An instance with dei:DocumentType of 10-K, 10-Q, 20-F, 10-KT, 10-QT, or 40-F must
have at least one non-empty dei:EntityCommonStockSharesOutstanding fact for each
class of stock or other units of ownership outstanding. ...........................................6-16
A link:footnoteLink element must have no children other than link:loc, link:footnote,
and link:footnoteArc. ...............................................................................................6-17
The xlink:role attribute of a link:footnote element must be defined in the XBRL
Specification 2.1.......................................................................................................6-17
The xlink:role attribute of a link:loc element must be empty, or defined in the XBRL
Specification 2.1.......................................................................................................6-17
The xlink:arcrole attribute of a link:footnoteArc element must be defined in the XBRL
Specification 2.1 or a standard taxonomy schema. ..................................................6-17
Reserved. ..................................................................................................................6-17
A link:footnoteLink link:loc xlink:href attribute must start with the sharp sign “#”. ..
..................................................................................................................................6-17
Every nonempty link:footnote element must be linked to at least one fact. ............6-17
The content of a link:footnote element must satisfy the content model of the BODY tag
as defined in 5.2.2. ...................................................................................................6-17
If element “UTR” in a standard namespace is declared in the DTS of an instance, then
the value of each ‘unitRef’ attribute on each fact of a type in that registry must refer to a
unit declaration consistent with the data type of that fact, where consistency is defined
by that registry..........................................................................................................6-17
The local name part of the content of xbrli:measure in UTF-8 must not exceed 200 bytes
in length....................................................................................................................6-19
The decimals attribute value must not cause non-zero digits in the fact value to be
interpreted as zero. ...................................................................................................6-19
Do not use element xbrli:forever in contexts. ..........................................................6-19
Contents of Instance Data...........................................................................................6-19
In an instance reporting a fiscal year, non-numeric facts containing text about any
portion of that or a prior year must have a contextRef attribute to an xbrli:context for the
reporting period year. ...............................................................................................6-19
EDGAR Filer Manual (Volume II)
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September 2015
6.6.2
6.6.3
6.6.4
6.6.5
6.6.6
6.6.7
6.6.8
6.6.9
6.6.10
6.6.11
6.6.12
6.6.13
6.6.14
6.6.15
In an instance reporting a fiscal year-to-date, the non-numeric facts containing text
about any portion of the year-to-date or prior year must have a contextRef attribute to an
xbrli:context representing the year-to-date. .............................................................6-19
Facts about a registrant must have an xbrli:context element in the default legal entity,
except for facts that apply only to a reportable segment or a subsidiary with separate
reporting obligations to the Commission. ................................................................6-19
If facts about a Consolidated Entity and one or more of its subsidiaries, each with
separate reporting obligations to the Commission, appear in a single instance, it is a
consolidating instance. .............................................................................................6-20
The contexts for facts about entities other than the Consolidated Entity must have
xbrli:explicit Member with a dimension attribute equal to dei:LegalEntityAxis and
distinct values. ..........................................................................................................6-20
Facts in a consolidating instance with a context that names an entity with subsidiaries,
applies collectively to subsidiaries within that subset..............................................6-21
In a consolidating instance, facts that apply only to the parent company and not to any
specific subsidiaries must have contexts whose xbrldi:explicitMember elements have a
dimension attribute of dei:LegalEntityAxis and value us-gaap:ParentCompanyMember.
..................................................................................................................................6-23
In a consolidating instance, facts that apply only to eliminations between subsidiaries
must have contexts whose xbrldi:explicitMember elements have a dimension attribute
of dei:LegalEntityAxis and value us-gaap:ConsolidationEliminationsMember......6-23
Facts that apply to all classes of stock in a submission must have an xbrli:context
element without a dimension attribute equal to us-gaap:StatementClassOfStockAxis.
..................................................................................................................................6-23
An instance containing facts that are only specific to distinct stock classes in a statement
must distinguish those facts using xbrli:context elements whose xbrldi:explicitMember
elements have a dimension attribute of us-gaap:StatementClassOfStockAxis. .......6-24
An instance containing multiple reports about the same entity for the same periods
under different reporting assumptions must distinguish the facts in different reports
using xbrli:context elements whose xbrldi:explicitMember elements have a dimension
attribute of us-gaap:StatementScenarioAxis. ...........................................................6-24
An instance must contain a fact for each combination of line item and period that
appears on the face of the financial statements of the corresponding official
HTML/ASCII document. .........................................................................................6-24
The facts representing a line item that appears on the face of the financial statements of
the corresponding official HTML/ASCII document must use the same element in
different periods. ......................................................................................................6-24
An instance must contain a fact for each amount disclosed parenthetically in line items
that appears on the face of the financial statements of the corresponding official
HTML/ASCII document. .........................................................................................6-25
The xsi:nil="true" attribute must be used only to convey a value that is different from
both “zero” and different from not reporting the fact at all, or to identify a fact detailed
only by a link:footnote. ............................................................................................6-25
September 2015
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EDGAR Filer Manual (Volume II)
6.6.16
6.6.17
6.6.18
6.6.19
6.6.20
6.6.21
6.6.22
6.6.23
6.6.24
6.6.25
6.6.26
6.6.27
6.6.28
6.6.29
6.6.30
6.6.31
6.6.32
An instance must contain facts containing each complete footnote and each required
schedule (as set forth in Article 12 of Regulation S-X) of the corresponding official
HTML/ASCII document, as a single block of text. .................................................6-26
An instance must not contain facts that do not appear in the corresponding official
HTML/ASCII document. .........................................................................................6-27
Page headers and footers appearing in an official HTML/ASCII document must not
appear in any of the facts or link:footnote elements of an instance. ........................6-27
For each significant accounting policy within the accounting policies footnote of the
corresponding official HTML/ASCII document, an instance must contain a fact
containing the policy as a block of text, if the document type requires “level 2” tagging.
..................................................................................................................................6-27
An instance must contain each table within each footnote in the corresponding official
HTML/ASCII document as a separate fact block of text, if the document type requires
“level 3” tagging.......................................................................................................6-27
Reserved. ..................................................................................................................6-28
An instance must contain separately each monetary value, percentage, and number in
each footnote in the corresponding official HTML/ASCII document, as a fact, if the
document type requires “level 4” tagging. ...............................................................6-28
An element used in numeric facts representing amounts must have an xbrli:periodType
attribute that is the same as the amounts reported....................................................6-28
If an element used in numeric facts representing amounts in one or more periods has a
definition, then the scope of that definition must include the material amounts reported
for that line item in the corresponding official HTML/ASCII document. ...............6-29
An element must not be used in numeric facts representing amounts of a line item in
different periods if it has a definition that explicitly excludes one or more of the material
amounts in the corresponding official HTML/ASCII document. ............................6-29
When there is a choice among different elements that have definitions consistent with a
set of facts in one or more periods, use the element with the narrowest definition.
..................................................................................................................................6-29
If there is a choice among different elements whose type attribute is consistent with a set
of facts in one or more periods, use the element with the most specific type attribute.
..................................................................................................................................6-29
When there is a choice among different elements having distinct link:reference elements
in a standard taxonomy, use the element with the most specific reference. ............6-30
When choosing the most appropriate element for facts in one or more periods, the
element’s xbrli:periodType attribute takes precedence over the type attribute, which
takes precedence over the element’s documentation string if present, which in turn takes
precedence over the label string, which in turn takes precedence over link:reference
elements....................................................................................................................6-30
Invert the sign of a numeric fact whose element has an xbrli:balance value that is
inconsistent with the reporting concept being reported. ..........................................6-30
The content of a numeric fact never has a scale factor. ...........................................6-30
The value of the decimals attribute of a fact must correspond to the accuracy of the
corresponding amount as reported in the official HTML/ASCII document. ...........6-31
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September 2015
6.6.33
6.6.34
6.6.35
6.6.36
6.6.37
6.6.38
6.6.39
6.6.40
6.7
6.7.1
6.7.2
6.7.3
6.7.4
6.7.5
6.7.6
6.7.7
6.7.8
6.7.9
6.7.10
6.7.11
Do not resolve calculation inconsistencies by inserting digits that do not appear in the
official HTML/ASCII document..............................................................................6-32
Do not define or use units that imply a scale factor on a currency. .........................6-33
Each unit must appear with only one implicit power-of-ten scale factor per instance.
..................................................................................................................................6-33
If a fact whose element type attribute equals ‘us-types:dateStringItemType’ or a
restriction of it refers to a specific date, then its value must be a valid XML Schema
date. ..........................................................................................................................6-34
If a fact whose element type attribute is ‘us-types:durationStringItemType’ or a
restriction of it refers to a specific length of time, then its value must be a valid XML
Schema duration. ......................................................................................................6-34
Reserved. ..................................................................................................................6-34
Text that is shown in the official HTML/ASCII document at the bottom of a page on the
face of the financials preceded by a superscript must appear in the corresponding
instance as the text of a link:footnote element. ........................................................6-34
Distinct texts that are shown in the official HTML/ASCII document at the bottom of a
page on the face of the financials preceded by distinct superscripts must appear in the
corresponding instance as the text of distinct link:footnote elements......................6-34
Syntax of Company Extension Schemas ....................................................................6-34
The xsd:schema must not have an xsd:include element...........................................6-34
If an xsd:import element has a namespace attribute equal to a standard taxonomy
schema, then its schemaLocation attribute must be the standard taxonomy assigned to
that namespace. ........................................................................................................6-35
The authority part of an xsd:schema targetNamespace attribute must not equal the
authority part of a targetNamespace attribute of any standard taxonomy schema.
..................................................................................................................................6-35
The targetNamespace attribute must match http://{authority}/{versionDate}. .......6-35
The targetNamespace attribute must be a valid URI with an {authority} that is either a
domain name controlled by the publisher of the schema, a domain name controlled by
the registrant, or if neither exists, then a mnemonic name for the registrant such as its
ticker symbol. ...........................................................................................................6-35
The targetNamespace attribute must be a valid URI with a {versionDate} that identifies
the release date of the schema. .................................................................................6-35
Element xsd:schema must bind a Recommended Namespace Prefix for the
targetNamespace attribute that does not contain the underscore character..............6-36
Element xsd:schema must not contain any occurrences of “embedded” linkbases. ....
..................................................................................................................................6-36
The roleURI attribute of a link:roleType element must begin with the same {scheme}
and {authority} as the targetNamespace attribute....................................................6-36
A DTS must not contain more than one link:roleType element with equal values of the
roleURI attribute. .....................................................................................................6-36
A link:roleType declaration with link:usedOn containing link:presentationLink,
link:definitionLink or link:calculationLink must also have a link:usedOn for the other
two............................................................................................................................6-36
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EDGAR Filer Manual (Volume II)
6.7.12
6.7.13
6.7.14
6.7.15
6.7.16
6.7.17
6.7.18
6.7.19
6.7.20
6.7.21
6.7.22
6.7.23
6.7.24
6.7.25
6.7.26
6.7.27
6.7.28
6.7.29
6.7.30
6.7.31
6.7.32
6.8
A link:roleType element must contain a link:definition child element whose content will
communicate the title of the section, the level of facts in the instance that a presentation
relationship in the base set of that role would display, and sort alphanumerically into the
order that sections appear in the official HTML/ASCII document..........................6-36
The arcroleURI attribute of a link:arcroleType element must begin with the same
{scheme} and {authority} parts as the targetNamespace attribute. .........................6-38
A DTS must not contain more than one link:arcroleType element with equal values of
the arcroleURI attribute............................................................................................6-39
A link:arcroleType element must have a nonempty link:definition.........................6-39
The name attribute of an xsd:element must not equal any xsd:element name attribute in
a standard taxonomy schema that appears in the same instance DTS. ....................6-39
The id attribute of an xsd:element must consist of the Recommended Namespace Prefix
of the element namespace, followed by one underscore, followed only by its name
attribute.....................................................................................................................6-39
The nillable attribute value of an xsd:element must equal ‘true’. ............................6-39
The xsd:element substitutionGroup attribute must not be a member of a substitution
group with head ‘xbrli:tuple’....................................................................................6-39
An xsd:element must not have an xbrldt:typedDomainRef attribute. ......................6-39
If the abstract attribute of xsd:element is ‘true’, then the xbrli:periodType attribute must
be ‘duration’. ............................................................................................................6-39
Reserved. ..................................................................................................................6-39
The xsd:element substitutionGroup attribute must equal ‘xbrldt:dimensionItem’ if and
only if the name attribute ends with ‘Axis’..............................................................6-39
The xsd:element name attribute must end with ‘Table’ if and only if substitutionGroup
attribute equals ‘xbrldt:hypercubeItem’. ..................................................................6-40
If the xsd:element substitutionGroup attribute is not equal to ‘xbrldt:dimensionItem’ or
equal to ‘xbrldt:hypercubeItem’ then it must equal ‘xbrli:item’..............................6-40
If xsd:element name attribute ends with ‘LineItems’ then the abstract attribute must
equal ‘true’. ..............................................................................................................6-40
The xsd:element name attribute must end with ‘Domain’ or ‘Member’ if and only if the
type attribute equals or is derived from ‘domainItemType’ in a standard taxonomy
schema target namespace. ........................................................................................6-40
If xsd:element type attribute equals or is derived from ‘domainItemType’ in a standard
taxonomy schema target namespace then the xbrli:periodType attribute must equal
‘duration’. .................................................................................................................6-40
The content of an xsd:element, xsd:complexType, or xsd:simpleType name attribute in
UTF-8 must not exceed 200 bytes in length. ...........................................................6-40
The content of a targetnamespace, roleURI or arcroleURI attribute in UTF-8 must not
exceed 255 bytes in length. ......................................................................................6-40
The xsd:element type must not be equal to or derived from xbrli:fractionItemType.6-40
An element declaration having a non-numeric base type, abstract not 'true', and not
derived from domainItemType must have the value 'duration' for xbrli:periodType.
..................................................................................................................................6-40
Content of Schemas ....................................................................................................6-40
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6.8.1
6.8.2
6.8.3
6.8.4
6.8.5
6.8.6
6.8.7
6.8.8
6.8.9
6.8.10
6.8.11
6.8.12
6.8.13
6.8.14
6.8.15
6.8.16
6.8.17
A schema that changes any xsd:element or type declarations or changes any
relationships in its DTS from an earlier version of itself in such a way as to invalidate
earlier instances must use only the {versionDate} portion of its targetNamespace
attribute to identify the new version.........................................................................6-40
Reserved. ..................................................................................................................6-41
Do not define link:arcroleType (or link:roleType for a resource-type element) that
means the same as arc roles or resource roles that are already defined in the XBRL 2.1
specification or in a standard taxonomy...................................................................6-41
Wherever possible, registrants should assign a standard and other labels for an element
defined in a standard taxonomy schema in preference to declaring a new element in a
company schema. .....................................................................................................6-41
Reserved. ..................................................................................................................6-42
Do not include company-specific or period-specific information in an xsd:element name
attribute for elements having other than type ‘domainItem Type’...........................6-42
Reserved. ..................................................................................................................6-42
Declare an xsd:element with an abstract attribute equal to ‘true’ if an appropriate
abstract element does not exist, and use the presentation linkbase to have facts rendered
sequentially...............................................................................................................6-42
Declare an xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ if the
standard taxonomy schema contains only monetary type elements that, in the judgment
of the registrant, are too broadly defined for a given line item. ...............................6-42
Do not declare different elements for different values of the same underlying line item.
..................................................................................................................................6-43
An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ must have an
xbrli:balance attribute if it appears on a statement of income or balance sheet.......6-43
An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ has an
xbrli:periodType attribute equal to ‘instant’ if and only if it represents beginning and
end of period balances, as distinct to balances defined over a period of time. ........6-43
An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ that represents
an adjustment must have a xbrli:periodType attribute equal to ‘duration’. .............6-44
A ratio of values that would have the same unitRef attribute must be declared as an
xsd:element with a type attribute equal to or derived from ‘percentItemType’ in a
standard taxonomy schema target namespace, even though its value is not scaled by
100............................................................................................................................6-44
A ratio of values for which its facts would have an ISO 4217 currency in the numerator
and a different ISO 4217 currency in the denominator must be declared as an
xsd:element with a type equal to or derived from xbrli:pureItemType....................6-44
If facts in an instance are dates, but no xsd:element in a standard taxonomy with a type
attribute equal to ‘xbrli:dateItemType’ is appropriate, declare an xsd:element with a
type attribute equal to ‘xbrli:dateItemType’. ...........................................................6-44
If facts in an instance are a mixture of text, date, numbers or other values, and no
xsd:element in a standard taxonomy with a type attribute equal to
‘xbrli:stringItemType’ is appropriate, then declare an xsd:element with a type attribute
equal to ‘xbrli:stringItemType’. ...............................................................................6-44
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6.8.18
6.8.19
6.8.20
6.8.21
6.8.22
6.8.23
6.9
6.9.1
6.9.2
6.9.3
6.9.4
6.9.5
6.9.6
6.9.7
6.9.8
6.9.9
6.10
6.10.1
6.10.2
6.10.3
If no standard taxonomy schema contains domain member elements specific enough to
distinguish between facts needing distinct values of ‘xbrldi:explicitMember’, then
declare an xsd:element with a type attribute equal to or derived from ‘domainItemType’
in a standard taxonomy schema target namespace...................................................6-45
Do not declare an xsd:element with a type attribute equal to or derived from
‘domainItemType’ in a standard taxonomy schema target namespace as an explicit
“total” domain member. ...........................................................................................6-45
For value and narrative facts, declare an xsd:element with a substitutionGroup attribute
equal to ‘xbrldt:dimensionItem’ if a standard taxonomy schema contains no Axis
element for a reporting axis appearing in the original HTML/ASCII document.....6-45
Declare an xsd:element with a substitutionGroup attribute equal to
‘xbrldt:hypercubeItem’ if a standard taxonomy schema contains no Table elements
appropriate to the reporting axis needed. .................................................................6-46
Reserved. ..................................................................................................................6-46
Define an xsd:element with a type attribute equal to ‘us-types:textBlockItemType’ or a
type equal to or derived by restriction from the type ‘escapedItemType’ in a standard
taxonomy schema namespace if the standard taxonomy schema contains only text block
type elements that, in the judgment of the registrant, are too broadly defined for a
footnote or table. ......................................................................................................6-46
Syntax of all Linkbases...............................................................................................6-46
A link:linkbase must be XML Linking Language (XLink) 1.0 valid. .....................6-46
An effective relationship exists between a target and source element when there is an
element with an xlink:type attribute of 'arc' and a use attribute of “optional” that has a
higher value of the priority attribute than any equivalent relationship in its base set.6-47
A link:linkbase in a submission must have no ineffectual relationships..................6-47
The xlink:role attribute of an element with a type='extended' attribute or a
type='resource' attribute must be present and must not be empty............................6-47
The xlink:role attribute of an element with an xlink:type attribute of ‘resource’ must be
present and must be defined in XBRL 2.1 or a standard taxonomy.........................6-47
The text preceding a sharp sign ‘#’ in an xlink:href attribute of link:arcroleRef must be a
standard taxonomy. ..................................................................................................6-47
All extended link elements in a single linkbase must have the same namespace and local
name. ........................................................................................................................6-48
Arcs that are defined as equivalent in XBRL 2.1 and having the same value for the use
attribute are duplicate relationships..........................................................................6-48
The value of the priority attribute must be strictly less than 10. ..............................6-48
Syntax of Label Linkbases..........................................................................................6-48
An element used in a fact or xbrldi:explicitMember in an instance must have an English
standard label in the DTS of that instance................................................................6-48
An element used in a fact or xbrldi:explicitMember in an instance must have at most
one label for any combination of the xlink:role attribute and the xml:lang attribute in the
DTS of that instance. ................................................................................................6-48
If an element used in an instance is assigned a label in the DTS whose xml:lang attribute
is not “en-US”, then the DTS must also contain a link:label for the same element and all
other attributes with an xml:lang attribute equal to “en-US”...................................6-49
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6.10.4
6.10.5
6.10.6
6.10.7
6.10.8
6.10.9
6.11
6.11.1
6.11.2
6.11.3
6.11.4
6.11.5
6.11.6
6.11.7
6.11.8
6.11.9
6.12
6.12.1
6.12.2
6.12.3
6.12.4
The DTS of an instance must have no distinct elements having the same English
standard label (xml:lang attribute equal to “en-US”)...............................................6-49
A label linkbase must not have a definition for an element defined in a standard
taxonomy. .................................................................................................................6-49
The ASCII text of link:label must be a string of fewer than 511 characters with no
consecutive XML whitespace characters and no occurrences of ‘<’ unless its xlink:role
attribute is ‘http://www.xbrl.org/2003/label/documentation’. .................................6-49
Reserved. .................................................................................................................6-49
The text of link:label must not have leading or trailing XML whitespace. .............6-49
Non-numeric elements must not have labels whose xlink:role value implies they apply
to numeric values .....................................................................................................6-50
Content of Label Linkbases ........................................................................................6-50
Assign a label of an element used in an instance the same text as the corresponding line
item in the original HTML/ASCII document...........................................................6-50
Assign a label of an element in a parenthetical disclosure the same text as the
corresponding text in the original HTML/ASCII document. ...................................6-51
If an numeric element is in presentation relationships in a relationship group with other
numeric elements, and its units differ from the other elements and in the minority, then
the suffix of its label must specify those units. ........................................................6-51
An xsd:element should be assigned a total label if the element will be presented with
different labels depending on whether it is shown as a line item or as a summation of
other line items. ........................................................................................................6-52
An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ that does not
have an xbrli:balance attribute must have a definition that disambiguates its sign.
..................................................................................................................................6-52
Assign a “negating” label to an xsd:element with an xbrli:balanceType attribute that is
inconsistent with the presentation in the official HTML/ASCII document. ............6-53
If an xsd:element with an xbrli:periodType attribute equal to ‘instant’ could be
presented as either a beginning or end of period value in a roll forward, assign period
start labels or period end labels. ...............................................................................6-53
Assign an xsd:element different terse or verbose labels if the same element will appear
with different labels depending on the presentation relationships that have it as a target.
..................................................................................................................................6-53
A label linkbase of a standard taxonomy should not be included in the DTS of an
instance.....................................................................................................................6-54
Syntax of Presentation Linkbases...............................................................................6-54
The link:presentationArc element requires an order attribute..................................6-54
All effective presentation relationships in the same base set with the same source
element must have distinct values of the order attribute. .........................................6-54
An element used in an instance must participate in at least one effective presentation
relationship in the DTS of that instance. ..................................................................6-54
Reserved. ..................................................................................................................6-55
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6.12.5
6.13
6.13.1
6.13.2
6.13.3
6.13.4
6.14
6.14.1
6.14.2
6.14.3
6.14.4
6.14.5
6.15
6.15.1
6.15.2
6.15.3
6.15.4
6.16
6.16.1
6.16.2
If an element used in an instance is the target in the instance DTS of more than one
effective presentation relationship in a base set with the same source element, then the
presentation relationships must have distinct values of the preferredLabel attribute.
..................................................................................................................................6-55
Content of Presentation Linkbases .............................................................................6-55
A presentation linkbase of a standard taxonomy should not be included in the DTS of an
instance.....................................................................................................................6-55
The element of every fact in an instance must participate in an effective presentation
relationship in a base set whose xlink:role attribute corresponds to the locations where
the fact appears in the original HTML/ASCII document.........................................6-55
Organize the effective presentation relationships in a base set using the ordering and
indentation of the facts in the original HTML/ASCII document. ............................6-55
All elements of facts corresponding to parentheticals in the original HTML/ASCII
document must be the targets only of effective presentation relationships in one base set
and all having the same source abstract element......................................................6-55
Syntax of Calculation Linkbases ................................................................................6-56
Element link:calculationArc requires an order attribute. .........................................6-56
Element link:calculationArc requires a weight attribute value equal to 1 or -1.......6-56
The source and target of an effective calculation relationship must have equal values of
the xbrli:periodType attribute...................................................................................6-56
There must be no directed cycles in effective relationships having arc role
http://www.xbrl.org/2003/role/summation-item. .....................................................6-56
If an instance contains non-empty facts for the source and target of an effective
calculation relationship, then at least one effective presentation relationship that the
source and target appear in (because of 6.12.3) must be either (a) a relationship with
each other or (b) two relationships with any other elements that share a single extended
link role. ...................................................................................................................6-56
Content of Calculation Linkbases...............................................................................6-56
A calculation linkbase of a standard taxonomy should not be included in the DTS of an
instance.....................................................................................................................6-56
If the original HTML/ASCII document shows two or more line items along with their
net or total during or at the end of the Required Context period, and the instance
contains corresponding numeric facts, then the DTS of the instance must have an
effective calculation relationship from the total element to each of the contributing line
items. ........................................................................................................................6-56
If a footnote in the original HTML/ASCII document contains alternate line items that
sum to the same total amount, then the XBRL instance document for that footnote must
have calculation relationships for the original and alternate line items in distinct base
sets............................................................................................................................6-57
A fact in an instance whose element is the source of an effective calculation relationship
in the instance DTS should not have the same calculation relationship target in more
than one base set.......................................................................................................6-57
Syntax of Definition Linkbases ..................................................................................6-58
Element link:definitionArc requires an order attribute. ...........................................6-58
Reserved. ..................................................................................................................6-58
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6.16.3
6.20
6.21
6.22
The target of an effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/dimension-domain’ or
‘http://xbrl.org/int/dim/arcrole/dimension-default’ must be a domain member. .....6-58
The xlink:arcrole attributes ‘http://xbrl.org/int/dim/arcrole/domain-member’ and
‘http://xbrl.org/int/dim/arcrole/dimension-domain’ must have no undirected cycles in
any Directed Relationship Set as defined in XBRL Dimensions 1.0.......................6-58
The DTS of an instance must contain in each base set, for each source element, at most
one effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/all’. ..........................................................................6-59
An effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/notAll’ must have an xbrldt:closed attribute equal to
‘false’........................................................................................................................6-59
An axis of a negative table must appear in a positive table in a definitionLink having an
equal value of xlink:role...........................................................................................6-59
The target of an effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/notAll’ must not be the target of an effective arc with an
xlink:arcrole attribute equal to ‘http://xbrl.org/int/dim/arcrole/all’ in link:definitionLink
elements having equal values of xlink:role. .............................................................6-59
If the value of attribute xbrldt:targetRole on an effective definition relationship is not
empty, then that relationship must have at least one effective consecutive relationship
(as defined by the XBRL Dimensions specification)...............................................6-59
Content of Definition Linkbases.................................................................................6-59
A definition linkbase of a standard taxonomy should not be included in the DTS of an
instance.....................................................................................................................6-60
Syntax of Reference Linkbases ..................................................................................6-60
An element that has a company specific namespace must not have a reference. ....6-60
A company extension reference linkbase must not add, remove, or change references for
any element declared in a standard taxonomy schema. ...........................................6-60
Content of Reference Linkbases.................................................................................6-60
A reference linkbase of a standard taxonomy should not be included in the DTS of an
instance.....................................................................................................................6-60
EDGAR Module Processing with XBRL Taxonomy Extensions ..............................6-60
Segment Functionality Not Supported for XBRL Documents ...................................6-61
Supported Versions of XBRL Standard Taxonomies.................................................6-61
7.
7.1
7.1.1
7.1.2
7.2
7.2.1
7.2.2
7.3
7.3.1
7.3.2
PREPARING AND TRANSMITTING EDGARLINK ONLINE SUBMISSIONS7-1
Introduction..................................................................................................................7-1
Using the EDGAR Filing Website ............................................................................7-2
Information on Headers.............................................................................................7-7
Creating an EDGARLink Online Submission.............................................................7-7
Accessing the EDGARLink Online Submission.......................................................7-7
Viewing the Fee Rate ...............................................................................................7-10
Preparing Your EDGARLink Online Submission......................................................7-10
Submission ...............................................................................................................7-10
EDGARLink Online Submission Preparation Map .................................................7-13
6.16.4
6.16.5
6.16.6
6.16.7
6.16.8
6.16.9
6.17
6.17.1
6.18
6.18.1
6.18.2
6.19
6.19.1
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7.3.3
7.3.4
7.3.5
7.3.6
7.3.7
7.3.8
7.3.9
7.3.10
7.3.11
7.3.12
7.3.13
7.3.14
7.4
7.4.1
7.4.2
7.4.3
7.4.4
7.4.5
7.4.6
7.5
7.6
7.6.1
7.6.2
7.6.3
7.6.4
7.7
7.7.1
7.7.2
7.8
7.8.1
7.9
The EDGARLink Online Main Page .......................................................................7-16
The EDGARLink Online Attached Documents List Page.......................................7-35
The EDGARLink Online Notification Information Page ........................................7-43
The EDGARLink Online Module/Segment Page ....................................................7-44
The EDGARLink Online Series/Classes (Contracts) Information Page..................7-47
The EDGARLink Online Fee Offset Information Page...........................................7-58
The EDGARLink Online Offerings & Fees Page ....................................................7-59
Combining Form Types in a Single Submission......................................................7-66
Module and Segment Submissions ..........................................................................7-70
Correspondence Submissions and Documents.........................................................7-71
N-SAR Documents...................................................................................................7-72
Bulk Filing................................................................................................................7-72
Validating Your Submission.......................................................................................7-73
Field Validation........................................................................................................7-74
Document Validation ...............................................................................................7-74
Submission Validation .............................................................................................7-76
Editing Your Submission .........................................................................................7-77
Submission Errors ....................................................................................................7-78
Document Errors ......................................................................................................7-78
Saving Your Submission ............................................................................................7-78
Transmissions to EDGAR ..........................................................................................7-78
Transmitting Single Submissions.............................................................................7-78
Transmitting Modules and Segments .......................................................................7-79
Transmitting Bulk Filings ........................................................................................7-79
Test Submissions......................................................................................................7-80
Disseminating Draft Submissions...............................................................................7-80
Disseminating Draft Registration Statements ..........................................................7-80
Disseminating Draft Offering Statements ................................................................7-81
EDGAR Filing Website Help .....................................................................................7-82
EDGARLink Online Help ........................................................................................7-82
Common Problems .....................................................................................................7-83
8.
8.1
8.2
8.2.1
8.2.2
8.3
8.4
8.4.1
8.5
8.6
8.6.1
8.6.2
PREPARING AND TRANSMITTING EDGARLITE SUBMISSIONS..............8-1
Purpose ........................................................................................................................8-1
What is Microsoft InfoPath .........................................................................................8-1
Minimum InfoPath Requirements .............................................................................8-1
Getting Help with Installation ...................................................................................8-2
Downloading and Installing Templates .......................................................................8-2
Preparing your EDGARLite Submission.....................................................................8-5
Retrieving a Partially Completed Filing...................................................................8-12
Saving and Printing Your Filing.................................................................................8-12
Transmitting XML Submissions.................................................................................8-13
Transmit XML as a Test Submission .......................................................................8-14
Transmit XML as a Live Submission ......................................................................8-15
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8.6.3
Transmission Status..................................................................................................8-16
9.
PREPARING AND TRANSMITTING ONLINE SUBMISSIONS ......................9-1
9.1
EDGAR OnlineForms/XML Website – Online Filing Preparation ............................9-1
9.1.1
OnlineForms Data Gathering Model.........................................................................9-1
9.1.2
Navigating EDGAR – Logging into EDGAR OnlineForms/XML Website.............9-3
9.1.3
EDGAR OnlineForms/XML Menu Options .............................................................9-5
9.1.4
Creating an Online Section 16 Ownership Submission ............................................9-7
9.1.5
File Form D Submission ..........................................................................................9-26
9.1.6
Basic Information for Form D Submission ..............................................................9-26
9.1.7
Completing an Online Form D Submission .............................................................9-30
9.1.8
Common Ownership Problems ................................................................................9-51
9.2
EDGAR Filing Website..............................................................................................9-52
9.2.1
Navigating EDGAR – Logging into EDGAR Filing Website .................................9-52
9.2.2
General Information on Online Forms .....................................................................9-53
9.2.3
File Regulation A Forms ..........................................................................................9-55
9.2.4
Completing a Regulation A Submission ..................................................................9-57
9.2.5
File Form 13H Submission ......................................................................................9-95
9.2.6
Completing a Form 13H Submission .......................................................................9-96
9.2.7
File Form 13F..........................................................................................................9-110
9.2.8
Completing a Form 13F Submission.......................................................................9-110
9.2.9
File Municipal Advisor Forms ................................................................................9-120
9.2.10 Completing a Municipal Advisor Form Submission...............................................9-120
9.2.11 File Form SDR ........................................................................................................9-160
9.2.12 Completing a Form SDR Submission .....................................................................9-162
10.
10.1
FILER-CONSTRUCTED XML SUBMISSIONS .................................................10-1
Filer-Constructed XML Technical Specifications......................................................10-1
11.
11.1
11.2
11.2.1
11.2.2
11.3
11.4
11.4.1
11.4.2
11.4.3
11.4.4
11.5
11.5.1
11.5.2
11.5.3
11.5.4
DETERMINING THE STATUS OF YOUR FILING ..........................................11-1
Filing Date of Electronically Transmitted Submissions.............................................11-1
Receiving E-Mail Status of Filings from the SEC......................................................11-1
How EDGAR Uses the Internet for E-Mail .............................................................11-1
How Mail Is Addressed to the Internet Address ......................................................11-2
Accessing Submission Information ............................................................................11-2
Return Copy Support ..................................................................................................11-4
Requesting a Return Copy via EDGARLink Online ...............................................11-4
Requesting a Return Copy via an Ownership Submission.......................................11-4
Who Can Access Return Copies ..............................................................................11-5
Retrieve Return Copies ............................................................................................11-5
Submission Information..............................................................................................11-7
Retrieving Submission Notification .........................................................................11-7
Retrieve Module/Segment Information....................................................................11-9
Module Information ................................................................................................11-10
Segment Information...............................................................................................11-12
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11.6
Getting Help with the Content of Filings or Exemptions/Adjustments.....................11-13
APPENDIX A. MESSAGES REPORTED BY EDGAR ................................................ A-1
APPENDIX B. FREQUENTLY ASKED QUESTIONS..................................................B-1
APPENDIX C. EDGAR SUBMISSION TYPES ............................................................. C-1
APPENDIX D. PAPER FORMS....................................................................................... D-1
APPENDIX E. AUTOMATED CONFORMANCE RULES FOR EDGAR DATA
FIELDSE-1
E.4.12 Document Type Values for Exhibit Filed with Form NRSRO and Rule 17g-3 Reports
E-15
E.5
Relationship ...............................................................................................................E-16
APPENDIX F. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS AND
ABBREVIATIONSF-1
EDGAR Filer Manual (Volume II)
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September 2015
PREFACE
Welcome to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the U.S.
Securities and Exchange Commission (SEC). EDGAR provides an electronic filing process for
filers and filing agents 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 (collectively, “Acts”). This manual explains how you can file electronically with the SEC.
The SEC accepts electronic submissions through the Internet. EDGAR will disseminate that
information and you may view electronically submitted filings in the SEC’s Public Reference
Room in Washington, DC, through commercial dissemination services, or by using the SEC’s
Public Website.
Do you need to file through EDGAR?
Whether or not you need to submit filings on EDGAR will depend on the form type(s) you are
required to submit. For those requirements, refer to Regulation S-T, Rule 101 [Mandated
Electronic Submissions and Exceptions].
Rules Governing Forms and Filing Information
EDGAR provides you with an electronic way to submit information to us. It does not change the
content of what you submit. Regulation S-T mandates electronic submissions of filings by all
domestic and foreign registrants. Regulation S-T also provides the general requirements and
procedures for electronic filing. You may find copies of Regulation S-T in the Federal Register
and the Code of Federal Regulations (17 CFR Part 232) in our Public Reference Rooms. You will
also find Regulation S-T under the Division of Corporation Finance area on the SEC’s Public
Website under Forms and Associated Regulations, EDGAR.
We have identified the following other laws and releases that affect electronic filing. You may
obtain copies of this material from the SEC’s Public Website.
●
Securities and Exchange Commission Authorization Act of 1987 -- Public Law 100-181
(December 4, 1987). (Section 35A of Securities Exchange Act of 1934.)
September 2015
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EDGAR Filer Manual (Volume II)
Releases
Release No. and Details
Title
33-9638A
Issued: 11/10/2014
Effective:11/24/2014
(79 FR 66607)
Asset-Backed Securities Disclosure and Registration
(Correction)
33-9616
Issued: 07/23/2014
Effective: 10/14/2014
Compliance: see section III.N.
of Release
(79 FR 47736)
Money Market Fund Reform; Amendments to Form PF
34-72936
Issued: 08/27/2014
Effective: 11/14/2014
(79 FR 55077)
Nationally Recognized Statistical Rating Organizations
33-9741
Issued: 03/25/2015
Effective: 06/19/2015
(80 FR 21805)
Amendments to Regulation A
34-74246
Issued: 02/11/2015
Effective: 05/18/2015
Compliance: 03/18/2016
(80 FR 14437)
Security-Based Swap Data Repository Registration,
Duties, and Core Principles
33-9638
Issued: 09/04/2014
Effective: 11/24/2014
(79 FR 57183)
Asset-Backed Securities Disclosure and Registration
34-70462
Issued: 09/20/2013
Effective: 01/13/2014
Compliance: 07/01/2014
(78 FR 67467)
Registration of Municipal Advisors
September 2015
xvii
EDGAR Filer Manual (Volume II)
Release No. and Details
Title
33-9415
Issued: 07/10/2013
Effective: 09/23/2013
(78 FR 44771)
Eliminating the Prohibition Against General Solicitation
and General Advertising in Rule 506 and Rule 144A
Offerings
33-9414
Issued: 07/10/2013
Effective: 09/23/2013
(78 FR 44729)
Disqualification of Felons and Other “Bad Actors” from
Rule 506 Offerings
34-67716
Issued: 08/22/2012
Effective: 11/13/2012
(77 FR 56274)
Conflict Minerals
33-9287
Issued: 11/21/2011
Effective: 02/27/2012
(76 FR 81793)
Net Worth Standard for Accredited Investors
33-9273
Issued: 11/04/2011
Effective: 11/21/2011
(76 FR 71872)
Rescission of Outdated Rules and Forms, and
Amendments to Correct References
34-64976
Issued: 07/27/2011
Effective: 10/03/2011
(76 FR 46960)
Large Trader Reporting
33-9286
Issued: 12/21/2011
Effective: 01/27/2012
(76 FR 81762)
Mine Safety Disclosure
33-9175A
Issued: 08/25/2011
Effective: 09/01/2011
(76 FR 54374)
Disclosure for Asset-Backed Securities Required by
Section 943 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (Correction)
EDGAR Filer Manual (Volume II)
xviii
September 2015
Release No. and Details
Title
33-9175
Issued: 01/20/2011
Effective: 03/28/2011
(76 FR 4489)
Disclosure for Asset-Backed Securities Required by
Section 943 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act
IC-29384
Issued: 08/25/2010
Effective: 11/15/2010
(75 FR 56668)
Facilitating Shareholder Director Nominations
IC-29132
Issued: 02/23/2010
Effective: 05/05/2010
(75 FR 10060)
Money Market Fund Reform
33-9089A
Issued: 02/23/2010
Effective: 02/28/2010
(75 FR 9100)
Proxy Disclosure and Solicitation Enhancements;
Correction
33-9089
Issued: 12/16/2009
Effective: 02/28/2010
(74 FR 68334)
Proxy Disclosure Enhancements
33-9006A
Issued: 05/01/2009
Effective: 07/15/2009
(74 FR 21255)
Interactive Data For Mutual Fund Risk/Return Summary
(Correction)
33-9002A
Issued: 04/01/2009
Effective 04/13/2009
(74 FR 15666)
Interactive Data to Improve Financial Reporting
(Correction)
33-9002
Issued: 01/30/2009
Effective: 04/13/2009
(74 FR 6776)
Interactive Data to Improve Financial Reporting (adopting
release)
September 2015
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EDGAR Filer Manual (Volume II)
Release No. and Details
Title
33-9006
Issued: 02/11/2009
Effective: 07/15/2009
(74 FR 7748)
Interactive Data For Mutual Fund Risk/Return Summary
34-58785
Issued: 10/15/2008
Effective: 10/18/2008
(73 FR 61678)
Disclosure of Short Sales and Short Positions by
Institutional Investment Managers
33-8891
Issued: 02/06/2008
Effective: 09/15/2008
(73 FR 10592)
Electronic Filing and Revision of Form D
33-8876
Issued: 12/19/2007
Effective: 02/04/2008
(73 FR 934)
Smaller Reporting Company Regulatory Relief and
Simplification
33-8919
Issued: 10/29/2008
Effective: 01/01/2009
(73 FR 65516)
Mandatory Electronic Submission of Applications for
Orders under the Investment Company Act and Filings
Made Pursuant to Regulation E
33-8823
Issued: 07/11/2007
Effective: 08/20/2007
(72 FR 39290)
Extension of the Interactive Data Voluntary Program on
the EDGAR System to Include Mutual Fund Risk/Return
Summary Information
34-55540
Issued: 03/27/2007
Effective: 06/04/2007
(72 FR 16934)
Termination of a Foreign Private Issuer’s Registration of a
Class of Securities under Section 12(G) and Duty to File
Reports under Section 13(A) or 15(D) of the Securities
Exchange Act of 1934
34-54356
Issued: 12/04/2006
Effective: 01/11/2007
(71 FR 74698)
Electronic Filing of Transfer Agent Forms
EDGAR Filer Manual (Volume II)
(see effective date section of release for exceptions)
xx
September 2015
Release No. and Details
Title
33-8644
Issued: 12/21/2005
Effective: 12/27/2005
(70 FR 76626)
Revisions to Accelerated Filer Definition and Accelerated
Deadlines for Filing Periodic Reports
33-8591
Issued: 7/19/2005
Effective: 12/1/2005
(70 FR 44722)
Securities Offering Reform
33-8590
Issued: 07/18/2005
Effective: 09/19/2005
Effective: 02/06/2006
Effective: 6/12/2006
(70 FR 43558)
Rulemaking for EDGAR System
33-8587
Issued: 7/15/2005
Effective: 8/22/2005
(70 FR 42234)
Use of Form S-8, Form 8-K, and Form 20-F by Shell
Companies
34-52029
Issued: 7/14/2005
Effective: 8/22/2005
Compliance: 4/24/2006
(70 FR 42456)
Removal From Listing and Registration of Securities
Pursuant to Section 12(d) of the Securities Exchange Act
of 1934
33-8529
Issued: 02/03/2005
Effective: 03/16/2005
(70 FR 6556)
XBRL Voluntary Financial Reporting Program on the
EDGAR System
33-8518
Issued: 12/22/2004
Effective: 3/08/2005
(70 FR 1506)
Asset-Backed Securities
34-50486
Issued: 10/04/2004
Effective: 11/08/2004
(69 FR 60287)
Proposed Rule Changes of Self-Regulatory Organizations
September 2015
Technical amendments to Reg S-T Series and class
requirements
Additional mandatory electronic filings for investment
companies
xxi
EDGAR Filer Manual (Volume II)
Release No. and Details
Title
33-8400A
Issued: 8/04/2004
Effective: 8/23/2004
(69 FR 48370)
Additional Form 8-K Disclosure Requirements and
Acceleration of Filing Date; Correction
33-8410
Issued: 4/21/2004
Effective: 4/26/2004
(69 FR 22704)
Mandated Electronic Filing for Form ID
33-8170
34-47069
35-27627
Issued: 12/27/2002
Mandated Electronic Filing and Website Posting for
Forms 3, 4, and 5
33-8009
Issued: 5/14/2002
Effective: 5/24/2002
and 11/4/2002
(67 FR 36677)
Mandated EDGAR Filing for Foreign Issuers
33-8007
Issued: 9/17/2001
(66 FR 49829)
Updated version of the EDGARLink software
33-7999
Issued: 7/30/2001
(66 FR 42941)
Next stage of EDGAR Modernization
33-7933
Issued: 1/16/2001
Effective: 2/02/2001
(66 FR 8764)
Next stage of EDGAR Modernization
33-7855
Issued: 4/24/2000
Effective: 5/30/2000
Effective: 7/10/2000
Effective: 1/1/2001
(65 FR 24788)
Rules for the next stage of EDGAR Modernization
EDGAR Filer Manual (Volume II)
Diskette submissions not accepted
Financial Data Schedule requirement removed
xxii
September 2015
Release No. and Details
Title
33-7789
Issued: 1/20/2000
Effective: 1/24/2000
(65 FR 3123)
Adopted updated filing form types in Filer Manual
33-7755
Issued: 10/07/1999
Effective: 10/16/1999
(64 FR 56430)
CompuServe discontinued electronic mail service
33-7684
Issued: 5/17/1999
Effective: 6/28/1999
(64 FR 27888)
Rules for the first stage of EDGAR modernization adopted
34-40934
Issued: 1/12/1999
Compliance date: 4/1/1999
(64 FR 2834)
Electronic filing of Form 13F made mandatory
33-7472
Issued: 10/24/1997
Effective: 1/1/1998
(62 FR 58647)
Commission will no longer accept, in paper, filings
required to be submitted electronically, except in a
hardship situation
33-7427
Issued: 7/1/1997
(62 FR 36450)
Minor and technical rule amendments, including the
elimination of transition rules applicable to the phase-in
period
33-7122
Issued: 12/19/1994
(59 FR 67752)
Rules and phase-in schedule made final. Final phase-in
lists published. Minor rule amendments adopted
33-6977
Issued: 2/23/1993
(58 FR 14628)
Interim rules applicable to electronic filing in general, and
specifically to the Division of Corporation Finance filers
IC-19284
Issued: 2/23/1993
(58 FR 14848)
Interim rules specific to investment companies
September 2015
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EDGAR Filer Manual (Volume II)
Release No. and Details
Title
35-25746
Issued: 2/23/1993
(58 FR 14999)
Interim rules specific to public utility holding companies
33-6980
Issued: 2/23/1993
(58 FR 15009)
Rules relating to payment of filing fees to the SEC's
lockbox in Pittsburgh, Pennsylvania
EDGAR Filer Manual (Volume II)
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September 2015
1.
INTRODUCTION TO VOLUME II
1.1
Organization of this Manual
This volume is divided into chapters and appendices. The paragraph and subparagraphs are
numbered for easy reference (e.g., 1.2, 5.6.1).
The chapters of this volume primarily refer to the preparation of EDGAR submissions. From this
point forward, when we reference EDGARLite, we are referencing the custom templates created
for some SEC Forms. When we reference EDGARLink Online, we are referencing the online
application used to assemble EDGAR submissions online through EDGAR Filing Website.
The following outline shows you where to find information in this volume. An index is also
provided at the end of this document.
CHAPTER 1 – Introduction
CHAPTER 2 – Quick Guide to EDGAR Filing
CHAPTER 3 – Index to Forms
CHAPTER 4 – Filing Fee Information
CHAPTER 5 – Constructing Attached Documents and Document Types
CHAPTER 6 – Interactive Data
CHAPTER 7 – Preparing and Transmitting EDGARLink Online Submissions
CHAPTER 8 – Preparing and Transmitting EDGARLite Submissions
CHAPTER 9 – Preparing and Transmitting Online Submissions
CHAPTER 10 – Filer-Constructed XML Submissions
CHAPTER 11 – Determining the Status of your Filing
APPENDICES:
A
Messages Reported by EDGAR
This appendix provides information on acceptance, suspension, and EDGAR error messages,
including all HTML/PDF error messages.
B
Frequently Asked Questions
Answers to some of the questions asked most frequently by EDGAR filers.
C
EDGAR Submission Types
This appendix provides a list of submission templates and the submission types within each
submission template. It also contains sample submission template information.
D
Paper Forms
Form SE
Form for Submission of Paper Format Exhibits by Electronic Filers
Form TH
Notification of Reliance on Temporary Hardship Exemption
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EDGAR Filer Manual (Volume II)
E
Automated Conformance Rules for EDGAR Data Fields
EDGAR recognizes specific values for certain fields in each submission template. This appendix
lists the values you must provide in the specified format.
F
Glossary of Commonly Used Terms, Acronyms, and Abbreviations
This glossary contains terms, acronyms, and abbreviations used in the Filer Manual.
1.1.1
Conventions Used in the Filer Manual
As you read in this volume you should notice attributes assigned to certain types of text:
●
●
●
●
●
●
Instructions to press a key on a keyboard or click a button or tab on the screen appear in
square brackets and in title case:
o
Press [Enter]
o
Click [Module/Segment]
Titles of check, dialog, and list boxes, fields, functions, options, processes, queries,
reports, pages, tables, and windows appear in title case:
o
Submission Type list box
o
Name field
o
Company Information query
o
Return Copy check box
Menus, menu options, radio buttons, and statuses appear in title case and have double
quotation marks around them:
o
“Test Filing” radio button
o
From the “Edit” menu, select “Copy”
o
“Busy” status
Directories and file names appear in bold text:
o
The C:\temp directory
o
r10q-630.txt (the file saved in ASCII)
Keystroke combinations appear between less-than and greater-than brackets and in upper
case:
o
<ALT-TAB>
o
<CTRL-C>
Internet Hyperlinks appear underlined and italicized:
o
http://www.portal.edgarfiling.sec.gov
EDGAR Filer Manual (Volume II)
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September 2015
2.
QUICK GUIDE TO EDGAR FILING
2.1
EDGAR Filing Process
This section is designed for the novice filer to explain the filing process and some of the terms
that we will use throughout this manual. If you are familiar with EDGAR, then proceed to the
index to find your submission type.
A filer must use the EDGAR system when they have a filing obligation that requires an electronic
form. They can also choose to use an electronic form for certain form types that may also be
prepared in paper format. Increasingly, fewer forms are permitted via paper filing. All rules
regarding which forms must be submitted electronically are found in Regulation S-T, General
Rules and Regulations for Electronic Filings. A copy of this rule is available on the SEC’s Public
Website at http://www.sec.gov/about/forms/regs-t.pdf.
The EDGAR system is comprised of a number of large computers that receive filings submitted
by entities. An entity is one that files with the SEC. Entities may be unique companies that make
Securities Act filings or individuals who make filings like Form 3 or 4. There are thousands of
filings submitted to the EDGAR system each day. The system processes the filings according to
rules defined by the SEC. Finally, if the documents are public, it transmits them to parties outside
the SEC. Since there is a single internal SEC system processing these filings, filers must follow
certain rules in preparing their filings so that they can be processed correctly.
Once you know the Code of Federal Regulations (CFR) Form Type/Schedule/Rule that you must
submit electronically as determined by the SEC Rules, you must determine the electronic
submission type. On the EDGAR system, the submission is the envelope for all of the content you
are sending in a single transmission. The submission type may tell the SEC and others viewing the
filing something about the filing itself. For example, a Form 15 can have submission types of
15-12B, 15-12G, and 15-15D. The different submission types are used by filers who have a filing
obligation under different sections of the act. For example, the 15-12B filer would have registered
a class of securities under Section 12(b).
EDGAR filings may consist of a number of documents, both primary and secondary. The primary
document is the document that contains the information required by the SEC for the CFR Form
Type/Schedule/Rule being submitted. Examples of the primary document include documents like
the 10-Q, 8-K, S-1, N-8A, or POS AMI. Many times filers want or need to supplement their
primary document with other documents. These are called secondary documents. Secondary
documents most commonly include cover letters or correspondence, although correspondence
documents may be sent in as primary documents in a correspondence submission type.
Sometimes filings can also include exhibits which have a number and/or letter designator, whose
content is defined by the SEC. These exhibits can include things like a company charter, power of
attorney, or underwriting agreements.
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EDGAR Filer Manual (Volume II)
All primary and secondary documents must be in certain standard electronic formats to be
accepted by the EDGAR system. The EDGAR system accepts ASCII, HTML, XML and, in some
cases, XBRL or PDF primary documents. If you include graphics in your HTML document, then
you must also include the .jpg and .gif files that contain your graphics. Two other document
formats can be used as unofficial copies: PDF* and, in some cases, XBRL. You must follow all of
the rules outlined in this manual with regard to formatting these documents regardless of the tool
you use to prepare and transmit your submission. Keep in mind that not all document formats are
permitted for each tool.
2.1.1
Using EDGARLink Online
EDGARLink Online is an internet based online application. Filers can create a submission by
entering header data and attaching filing documents in a single session. You must log in to the
EDGAR Filing Website and indicate which form you would like to complete.
Once you have all of your documents prepared, you can assemble your EDGARLink Online
submission. Select the submission form type that you would like to file and you will be presented
with questions and fields that need to be completed. This data will be added to your submission
content and is commonly called the header or supplemental data.
EDGARLink Online allows you to indicate whether the submission should be considered a live or
test filing. A TEST filing allows you to make sure that the submission is correct by checking all of
the assembled documents and applying host processing steps like determining the fee and
checking your security codes. For a test submission, fees will not be deducted, the filing will not
be disseminated, and your filing will not count towards your requirement to file with the SEC.
Test filings are routinely removed from the internal system after a short period, generally six
calendar days.
EDGARLink Online allows you to indicate whether you want to receive an exact copy of your
filing after processing is complete. Return copies can be retrieved from the EDGAR Filing
Website and the EDGAR OnlineForms/XML Website. Submission contact information may be
used by the Filer Support Branches or the SEC divisions or offices if there is an issue with your
filing. Including this information allows us to get in touch with you quickly. Using the
Notification Information page of the submission, you may add multiple e-mail addresses where
you would like a notification message sent. Using other pages of the submissions, you may add
secondary documents and provide fee information. You may save your filing to your local
computer. As a final step, you must transmit the submission in the same Internet session.
*When
certain specific criteria are met, a PDF attachment may qualify as an official document. Please refer to Section
5.2.3 – Unofficial PDF for more information.
EDGAR Filer Manual (Volume II)
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September 2015
2.1.2
EDGAR OnlineForms/XML Website
The EDGAR OnlineForms/XML Website tool is an Internet based online application. Filers can
create an Ownership form by entering primary document data and the header data in a single
session. You do not have to worry about the differences between the types of data or how it is
translated into the resulting XML document. You must log in to the EDGAR OnlineForms/XML
Website and indicate which form you would like to complete. Answer all of the questions. All
filings assembled on this site are considered live, so please be careful as you enter information.
You will be given a number of chances to review and correct information before you send it to the
host system. Similar to EDGARLink Online submissions, you may include a number of e-mail
addresses for filing notifications. You may also request a return copy which provides you with an
exact copy of the submission after it has been processed. You can save the document locally, you
will not be able to retrieve the document to make corrections. As a final step, you must transmit
the submission in the same Internet session.
2.1.3
After a Submission is Filed
No matter what tool you use to transmit your submission, the EDGAR system will provide you
with an accession number after transmission. The accession number is a unique number that
identifies your submission. The first ten digits are the CIK of the entity that logged in to submit
the filing. The next two digits define the current year. The final digits are assigned sequentially by
CIK starting with one on the first business day of each year. It is important to use this number
when reviewing the status of your filing or consulting with SEC divisions.
After transmitting your submission, you may check on its status, review e-mail notifications, and
examine your return copy via the Internet using the EDGAR websites. In addition, if requested,
you will receive messages via e-mail. The notification messages, which are identical to those you
can retrieve via the Internet, include both the status of the submission and detailed error messages.
EDGAR will either accept or suspend your filing. Acceptance means that the filing meets all of
the host processing rules and, if live, the filing will be disseminated. Suspended means that the
filing contains serious errors that you must correct. You can correct the errors and resubmit the
filing. A suspended filing will not be disseminated nor will fees be deducted from your account.
When the EDGAR system has completed the processing of your submission, if it is live and
public, it will be transmitted electronically to a number of third parties. (There are some
individual documents that are considered non-public which will not be immediately disseminated.
They may be subsequently disseminated by the SEC if they meet certain criteria.) Dissemination
can often occur within seconds of your transmission. Private companies may post your filing on
their websites for public use of their subscribers. The filings are also posted on the SEC’s Public
Website.
September 2015
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EDGAR Filer Manual (Volume II)
2.2
Filing Checklist
This section is a quick start guide to the filing process. It is not intended to explain all you need to
know about filing, but should get you started in the right direction. Although the filing process is
different based on the submission type transmitted, the tools used, and the needs of the filer, some
general steps need to be followed for most filings. They are listed in checklist form for you in
Table 2-1: Filing Checklist, and then described in detail in the following sections.
Table 2-1: Filing Checklist
Step
Activity
Completion
1
Check that you have access codes for the EDGAR system. If not,
follow procedures in the EDGAR Filer Manual, Volume I, General
Information, to obtain codes.
No info blank cell
2
Review your company data on EDGAR to determine that it is
up-to-date. If you are an Investment Company with existing series and
classes (contracts), review your series and class information to insure
that names, status and ticker symbols are up-to-date before you
submit a filing. New series and classes (contracts) are to be added via
a filing. Details are in the EDGAR Filer Manual, Volume I, General
Information.
No info blank cell
Note: This data is used in creating header data in some filings and
filing data in other types of filings. It is your responsibility to keep your
company information current.
3
Determine the submission type you need to file and then find it in the
indexes in Chapter 3, “Index to Forms.” This chapter will help you
identify the website that should be used to prepare and submit your
filing.
No info blank cell
4
If your filing requires a fee, ensure that the funds are available in your
account. See Chapter 4, “Filing Fee Information.”
No info blank cell
5
Create documents that will be attached to the submission. See
Chapter 5, “Constructing Attached Documents and Document Types.”
No info blank cell
Note: If you are using the EDGAR OnlineForms/XML Website, you do
not need to create the primary document.
EDGARLite 6 If you are using EDGARLite to assemble your submission, download
and/or install the tool that you will need to assemble the submission.
(Note you do not need to perform this step for OnlineForms or
EDGARLink Online.) See Sections 8.2 “What is Microsoft InfoPath”
and 8.3, “Downloading and Installing Templates.”
No info blank cell
EDGARLite 7 Use the tool to create or assemble the submission. (Note you do not
need to perform this step for OnlineForms or EDGARLink Online.)
See Sections 8.4, “Preparing your EDGARLite Submission” through
8.5, “Saving and Printing Your Filing.”
No info blank cell
REMEMBER TO ALWAYS VALIDATE YOUR SUBMISSION!
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September 2015
Step
Activity
Completion
EDGAR
Access the EDGAR Filing Website and select the form type that you
Filing
want to submit. See Chapter 7 for completing an EDGARLink Online
Website 6 & 7 Submission or Section 9.2 in Chapter 9 for completing an Online Form
using the EDGAR Filing Website. Skip to step 8.
No info blank cell
EDGAR
Access the EDGAR OnlineForms/XML Website and enter your form
OnlineForms/ data. See Chapter 9 for details. Transmit after data entry and
XML Website verification. Skip to step 10.
6&7
No info blank cell
8
Transmit a test submission to the EDGAR system. For EDGARLink
Online submissions, see Section 7.6.4, “Test Submissions;” for XML
submissions, see Section 8.6.1, “Transmit XML as a Test
Submission.”
No info blank cell
9
Review your acceptance/suspense message or return copy to
determine if changes are required. See Section 11.5, “Submission
Information” for instructions.
No info blank cell
10
Transmit a live submission to the EDGAR system. Make sure that a
live file is created by having the live button clicked. For more details,
refer to Section 7.6, “Transmissions to EDGAR” or Section 8.6.2,
“Transmit XML as a Live Submission.”
No info blank cell
11
Review your acceptance/suspense message or return copy. If
necessary, correct errors and file again. See Section 11.5,
“Submission Information” for instructions on reviewing your
acceptance/suspense message.
No info blank cell
2.3
General Information for Filers
2.3.1
Hours of Operation
EDGAR accepts filings and changes to company information each business day, Monday through
Friday, from 6:00 A.M. to 10:00 P.M., Eastern Time. Transmissions started but not completed by
10:00 P.M. Eastern Time may be canceled, and you may have to re-submit on the next business
day.
2.3.2
Introduction to Web Browsers
The EDGAR system uses web-based technology to make submitting filings easier and faster.
Web browsers read code called Hypertext Mark-up Language (HTML). Many people have
become familiar with HTML since they have used the Internet. We use a browser as an integral
part of EDGAR, providing our interface to the EDGAR Filing Website.
2.3.3
Browser Differences
Internet Explorer (IE) version 8.0 and Firefox version 24.x browsers comply with Secure Socket
Layer (SSL) communications that you will use to reach the EDGAR websites. Which browser
you use is a personal preference. This section covers some functions that are innate to browsers
September 2015
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EDGAR Filer Manual (Volume II)
and how your browser should be set up. You should be aware that there might be subtle
differences if you are using IE or Firefox.
Firefox Menu Bar
Internet Explorer Menu Bar
Figure 2-1: Browser Menu Bars
Browsers have very similar navigation functions: [Back], [Forward], [Stop], and [Reload]
buttons, Current Address Location fields, as well as buttons for performing other functions such
as printing and saving.
The biggest differences between the browsers are visual elements, such as buttons, menu options,
and the location of preference settings. In addition, browsers behave differently in how they save
or download files. If you don't set up your preferences in Firefox to prompt you for the location,
Firefox will automatically download the files to a default location.
To change default Firefox download/save settings, select “Options” from the “Tools” menu. In
the Options dialog box, click the [General] tab. Under “Downloads,” select the “Always ask me
where to save files” radio button and click [OK]. Choosing this setting prompts you for a location
each time you save or download a file. For detailed information on your browser, see your
browser's user manual or help function.
The browser window works similarly to all windows, in that it can be maximized, minimized, and
sized. The default menu bar contains buttons that help you navigate the Internet; however, these
buttons do not necessarily help you navigate EDGAR. For the purposes of logging into EDGAR,
downloading files, submitting filings and company queries, or updating company information,
these buttons do not apply. Some of the functions you can use are Bookmark, to mark the
EDGAR Login page for easy accessibility; Back, to correct, add, or remove criteria from a query;
and Security, to turn on or off your security functions.
Internet Explorer 8.0 and Firefox 24.x are the supported browsers for the EDGAR Filing Website,
EDGAR Filer Management, and EDGAR OnlineForms Management websites. If you use an IE
version greater than 8, you can change the browser and/or document mode settings to 8.0. Please
refer to Microsoft Internet Explorer documentation for information on document mode settings
and backward compatibility.
We recommend that you do not use multiple browser windows or tabs when working on EDGAR.
Otherwise, information from one window may impact information on other window(s) causing
EDGAR applications to potentially function incorrectly. If you want to use multiple windows
when working on EDGAR, you must select “New Session” (for IE) or “New Private Window”
(for Firefox) from the “File” menu depending on your browser choice. This creates a new browser
session that will not share information with the existing session.
EDGAR Filer Manual (Volume II)
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September 2015
2.3.4
Accessing EDGAR
To access EDGAR, you must have EDGAR access codes. New filers and filers who want to file
in another capacity (e.g., filing agent or training agent) must use Form ID to apply for EDGAR
access codes. The Form ID application must be filed electronically through the EDGAR Filer
Management Website and include a notarized authentication document in PDF format. If you do
not attach the required notarized authentication document as a PDF to Form ID, we cannot accept
your application. Details of this process are covered in Volume I of this manual. Once you have
obtained your access codes, you will be ready to log in to EDGAR, download submission
templates, transmit submissions, run company queries, update your company information, or
change your password or CCC (CIK Confirmation Code).
2.3.5
Getting Help with EDGAR
For Procedural and Technical questions, contact Filer Support
You can reach our Filer Support Branches in the Divisions at (202) 551-8900. These offices
respond to general EDGAR questions like how to become a filer, the form ID process, how to get
to the websites, how to update filer information, filing of forms, and header tags. Filer Support is
available each business day from 9:00 A.M. to 5:30 P.M. Eastern Time. The exception will be that
the Corporation Finance Filer Support office will be closed from 9:00 A.M. to 10:00 A.M. on the
last Wednesday of each month.
For general fee information, contact our Fee Account Services Branch in the Office of Financial
Management at (202) 551-8900.
For Substantive questions, contact your Division or Office
For filing content, rule interpretations, filing date adjustments, and hardship exemption requests,
contact the division or office that reviews the filing, the Division of Corporation Finance or
Investment Management, during normal business hours 9:00 A.M. to 5:30 P.M., Eastern Time.
The exception will be that the Corporation Finance Filer Support office will be closed from 9:00
A.M. to 10:00 A.M. on the last Wednesday of each month.
Division of Corporation Finance:
For help with filings reviewed by the Division of Corporation Finance, contact the Office
of Information Technology in the Division of Corporation Finance at (202) 551-3600.
Division of Trading and Markets:
For help with short sale filings, contact the Office of Interpretation and Guidance in the
Division of Trading and Markets inquiry line: (202) 551-5777.
Division of Investment Management:
For help with Form 13F, call the IM Chief Counsel inquiry line: (202) 551-6865.
For help with Form N-SAR or Form 24F-2, call the N-SAR/24F-2 inquiry line:
(202) 551-6703.
For help with investment company filings (except Forms 13F, N-SAR and 24F-2), call the
IM EDGAR inquiry line: (202) 551-6989.
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EDGAR Filer Manual (Volume II)
o
For questions concerning post-acceptance corrections and withdrawals, first please
read our notice, “IM EDGAR Post-Acceptance Corrections” on the Information for
EDGAR Filers web page (http://www.sec.gov/info/edgar.shtml).
o
For questions concerning series and classes (contracts), first read our notice, “Series
and Class (Contract) Notice and FAQ’s,” on the Information for EDGAR Filers web
page (http://www.sec.gov/info/edgar.shtml).
Office of Municipal Securities:
For help with the municipal advisor registration forms (Forms MA, MA-I, MA-NR, and
MA-W), contact the Office of Municipal Securities at (202) 551-5680.
Office of Credit Ratings
For help with Form NRSRO and reports filed pursuant to Rule 17g-3 under the Exchange
Act, contact the Office of Credit Ratings by e-mail at [email protected] or by
phone at (212) 336-9080.
2.4
EDGAR Gateway and Websites
The SEC maintains a number of websites and URLs to support the filing process. As we have
developed more sites and URLs, it has become more complicated for filers to find the correct
location for any single activity. To alleviate this problem, we developed the EDGAR Gateway to
act as an interface between all EDGAR websites and URLs. By choosing the link that describes
what you want to do, you can connect to the correct resource to accomplish your task. You can
reach the EDGAR Gateway by using the following URL:
http://www.portal.edgarfiling.sec.gov
You can use links on this URL to access the websites or URLs. If you only remember one
EDGAR website, this is the one to remember. The other EDGAR websites and/or URLs as well
as their uses are as follows:
URL
Name
https://www.edgarfiling.sec.gov
EDGAR Filing Website
Prepare and transmit EDGARLink Online Form
filings
no info blank cell
Prepare and transmit Regulation A Forms,
Form 13H, Form 13F, Form SDR, and
Municipal Advisor Form filings
no info blank cell
Transmit XML Filer-Constructed Submissions
no info blank cell
Updates of Entity Information
no info blank cell
Filing Status and E-mail Notifications
no info blank cell
Return Copy Retrieval
no info blank cell
View the Fee Rate Table
no info blank cell
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September 2015
URL
Name
https://www.onlineforms.edgarfiling.sec.gov
EDGAR OnlineForms/XML Website
Prepare and transmit Ownership filings
no info blank cell
Prepare and transmit Form D Filings
no info blank cell
Transmit XML Filer-Constructed Submissions
no info blank cell
Updates of Entity Information
no info blank cell
Filing Status and E-mail Notifications
no info blank cell
Return Copy Retrieval
no info blank cell
Download EDGARLite templates
no info blank cell
https://www.filermanagement.edgarfiling.sec.gov
EDGAR Filer Management Website
Apply for EDGAR Access (New)
no info blank cell
Generate Access Codes (New/Replacement)
no info blank cell
Update Passphrase
no info blank cell
Convert Paper Only Filer to Electronic Filer
no info blank cell
EDGAR Access for New Serial Companies
no info blank cell
Download the Filer Manual
no info blank cell
http://www.edgarcompany.sec.gov
EDGAR Company Database
Public Access to company information
no info blank cell
http://www.sec.gov
SEC’s Public Website
Access to filings
no info blank cell
Information on Existing Rules
no info blank cell
Information on Proposed Rules
no info blank cell
Download the Filer Manual
no info blank cell
Frequently Asked Questions
no info blank cell
Download Filer-Constructed Technical
Specifications
no info blank cell
Please note that there may be more than one URL or website to help you with a single task. For
example, there are two URLs where you can change entity data and download the Filer Manual.
Please be very careful in linking to the websites. Some are preceded by https: and you will not be
allowed access to a secure site without this designator. You should use the Favorites feature built
into Internet Explorer to store the URLs for the sites you use frequently.
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EDGAR Filer Manual (Volume II)
3.
INDEX TO FORMS
As a filer, you will first need to determine whether you must meet your filing obligation via
EDGAR. The SEC Rules, particularly Regulation S-T, General Rules and Regulations for
Electronic Filings, outline which filings are mandated as electronic. This means that they must be
filed on EDGAR unless there is a case for Temporary or Permanent Hardship. (The rules for each
form and hardship exemptions may differ, so please see the regulation for specific information.)
Once you determine the form you need to file is electronic, then you need to identify the
submission type to use. For each submission type, there are specific tools that you can use.
As the EDGAR system has evolved using new technologies, tools have been added, changed, and
sometimes updated. There is no longer a single tool for preparing an EDGAR submission. Your
guide to the tools is this index. The first index allows you to lookup EDGAR electronic
submission types easily if all you know is the submission form type. Included in the last two
columns is detailed information about the tools that are used to create and/or assemble the filing.
The second index is easiest to use if you are more comfortable looking up your submission type
by Act.
Before using the indexes, it is important to understand the difference between the Code of Federal
Regulations (CFR) Form/Schedule/Rule column reference and the EDGAR Submission Type
column. The index entries under the CFR Form/Schedule/Rule column refer to the titles of the
actual Form, Schedule or Rule named in the CFR. The Submission Type refers to Form variations
filers use on the electronic filing system to fulfill their filing obligation. For example, the paper
Form 15 is implemented on EDGAR as a number of different submission types including:
15-12B, 15-12G, and 15-15D. The last three digits represent the section of the 34 Act under which
the filer is obligated to file periodic reports.
Using either Index, find the submission type, check that the description of the form matches your
understanding of the purpose of the form, and identify the tool that should be used to create the
form. The options in this column are EDGARLink Online, EDGARLite and the corresponding
templates, and OnlineForms. There is a section in this manual describing in detail each of these
tools. Chapter 7, “Preparing and Transmitting EDGARLink Online Submissions,” describes
EDGARLink Online. Chapter 8, “Preparing and Transmitting EDGARLite Submissions,”
describes EDGARLite. Chapter 9, “Preparing and Transmitting Online Submissions,” describes
online submissions using the EDGAR OnlineForms/XML Website and EDGAR Filing Website.
The column entitled Filer-Constructed Technical Specifications should only be used by filers who
want to create their submissions without the use of EDGAR tools. These Technical Specifications
are available on the SEC’s Public Website. The Technical Specifications are delivered separately
and are not part of the Filer Manual.
Note: In Section 3.1, “Alpha/Numeric” for simplicity we include both the initial form and the
associated amendment in the Submission Type column.
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EDGAR Filer Manual (Volume II)
3.1
Alpha/Numeric
Submission Type
Description
Tool/
Template
Number
EDGAR
Filing
Website
1-A, 1-A/A
Offering statement under Regulation A
1-A POS
Post-qualification amendment to a 1-A offering
statement
EDGAR
Filing
Website
1-A-W, 1-A-W/A
Withdrawal of offering statement under Regulation A
EDGARLink
Online
1-E, 1-E/A
Notification under Regulation E by small business
investment companies and business development
companies.
EDGARLink
Online
1-E AD, 1-E AD/A
Sales material filed pursuant to Rule 607 under
Regulation E.
EDGARLink
Online
1-K, 1-K/A
Annual Report Pursuant to Regulation A
EDGAR
Filing
Website
1-SA, 1-SA/A
Semiannual Report Pursuant to Regulation A
EDGARLink
Online
1-U, 1-U/A
Current Report pursuant to Regulation A
EDGARLink
Online
1-Z, 1-Z/A
Exit Report under Regulation A
EDGAR
Filing
Website
1-Z-W, 1-Z-W/A
Withdrawal of Exit Report under Regulation A
EDGARLink
Online
EDGAR Filer Manual (Volume II)
3-2
FilerConstructed
Form Spec.
EDGAR
REG A XML
Technical
Specification
EDGAR
REG A XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGAR
REG A XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGAR
REG A XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
253G1
Reflects information previously omitted from the offering EDGARLink EDGARLink
circular in reliance on Rule 253(b)
Online
Online XML
Technical
Specification
253G2
Reflects information that constitutes a substantive
EDGARLink EDGARLink
change from or addition to the information set forth in the Online
Online XML
last offering circular
Technical
Specification
253G3
Reflects information covered in both 253G1 and 253G2 EDGARLink EDGARLink
Online
Online XML
Technical
Specification
253G4
Reflects information covered in 253G1, 253G2 or 253G3 EDGARLink EDGARLink
that is not being timely filed
Online
Online XML
Technical
Specification
2-E, 2-E/A
Report of sales of securities pursuant to Rule 609 under EDGARLink EDGARLink
Regulation E.
Online
Online XML
Technical
Specification
10-12B, 10-12B/A Initial general form for registration of a class of securities EDGARLink EDGARLink
pursuant to Section 12(b)
Online
Online XML
Technical
Specification
10-12G, 10-12G/A Initial general form for registration of a class of securities EDGARLink EDGARLink
pursuant to Section 12(g)
Online
Online XML
Technical
Specification
10-D, 10-D/A
Periodic distribution reports by asset-backed issuers
EDGARLink EDGARLink
pursuant to Rule 13a-17 or 15d-17
Online
Online XML
Technical
Specification
10-K, 10-K/A
Annual report pursuant to Section 13 and 15(d)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-KT, 10-KT/A
Transition report pursuant to Rule 13a-10 or 15d-10
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-Q, 10-Q/A
Quarterly report pursuant to Section 13 or 15(d)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Submission Type
September 2015
Description
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EDGAR Filer Manual (Volume II)
Tool/
FilerTemplate Constructed
Number
Form Spec.
10-QT, 10-QT/A
Transition report pursuant to Rule 13a-10 or 15d-10
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
11-K, 11-K/A
Annual report of employee stock purchase, savings and EDGARLink EDGARLink
similar plans
Online
Online XML
Technical
Specification
11-KT, 11-KT/A
Transition report pursuant to rule 13a-10 or 15d-10
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
13F-HR, 13F-HR/A Initial Quarterly Form 13F Holdings Report filed by
EDGAR
EDGAR
institutional managers
Filing
Form 13F
Website
XML
Online Forms Technical
Initial Quarterly Form 13F Combination Report filed by
Specification
institutional managers
13F-NT, 13F-NT/A Initial Quarterly Form 13F Notice Report filed by
EDGAR
EDGAR
institutional managers
Filing
Form 13F
Website
XML
Online Forms Technical
Specification
13H, 13H-Q,
Large Trader Registration Information Required of Large EDGAR
N/A
13H-A, 13H-I,
Traders Pursuant to the Securities Exchange Act of
Filing
13H-R, 13H-T
1934 and Rule 13h-1 Thereunder. Initial Filing (13H),
Website
Amended Filing (13H-Q), Annual Filing (13H-A), Inactive Online Forms
Status (13H-I), Reactivated Status (13H-R), and
Termination Filing (13H-T)
144, 144/A
Filing for proposed sale of securities under Rule 144
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
15-12B, 15-12B/A Notice of termination of registration of a class of
EDGARLink EDGARLink
securities under Section 12(b)
Online
Online XML
Technical
Specification
15-12G, 15-12G/A Notice of termination of registration of a class of
EDGARLink EDGARLink
securities under Section 12(g)
Online
Online XML
Technical
Specification
Submission Type
EDGAR Filer Manual (Volume II)
Description
3-4
September 2015
Submission Type
Description
15-15D, 15-15D/A Notice of suspension of duty to file reports pursuant to
Section 13 and 15(d) of the Act
15F-12G,
15F-12G/A
Notice of termination of a foreign private issuer’s
registration of a class of securities under Section 12(g).
15F-15D,
15F-15D/A
Notice of a foreign private issuer’s suspension of duty to
file reports pursuant to Section 13 and 15(d) of the Act
18-12B, 18-12B/A
Form for initial registration of securities of foreign
governments or political subdivisions pursuant to
Section 12(b)
18-12G, 18-12G/A Form for initial registration of securities of foreign
governments or political subdivisions thereof pursuant to
Section 12(g)
18-K, 18-K/A
Annual report for foreign governments and political
subdivisions
20-F, 20-F/A
Annual and transition report of foreign private issuers
pursuant to Section 13 or 15(d)
20FR12B,
20FR12B/A
Form for initial registration of a class of securities of
foreign private issuers pursuant to Section 12(b)
20FR12G,
20FR12G/A
Form for initial registration of a class of securities of
foreign private issuers pursuant to Section 12(g)
24F-2NT,
24F-2NT/A
Rule 24F-2 notice filed on Form 24F-2
25, 25/A
Notification filed by issuer to voluntarily withdraw a class
of securities from listing and registration on a national
securities exchange
September 2015
3-5
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Tool/
Template
Number
25-NSE, 25-NSE/A Notification filed by national security exchange to report Distributed to
the removal from listing and registration of matured,
National
redeemed or retired securities
Securities
Exchanges
only
3, 3/A
Initial statement of beneficial ownership of securities
OnlineForms
Submission Type
Description
305B2, 305B2/A
Application for designation of a new trustee under the
Trust Indenture Act
EDGARLink
Online
4, 4/A
Statement of changes in beneficial ownership of
securities
OnlineForms
40-6B, 40-6B/A
Application under the Investment Company Act by an
employees’ securities company
EDGARLink
Online
40-17F1,
40-17F1/A
Initial certificate of accounting of securities and similar
investments in the custody of management investment
companies filed pursuant to Rule 17f-1 of the Investment
Company Act of 1940 filed on Form N-17F-1
40-17F2,
Initial certificate of accounting of securities and similar
40-17F2/A
investments in the custody of management investment
companies filed pursuant to Rule 17f-2 of the Investment
Company Act of 1940 filed on Form N-17F-2
40-17G, 40-17G/A Fidelity bond filed pursuant to Rule 17g1(g)(1) of the
Investment Company Act of 1940
EDGARLink
Online
EDGARLink
Online
EDGARLink
Online
40-17GCS,
4017GCS/A
Filings of claim or settlement pursuant to rule 17gEDGARLink
1(g)(1)(2) or (3) of the Investment Company Act of 1940 Online
40-24B2,
40-24B2/A
Filing of sales literature pursuant to Rule 24b2 under the EDGARLink
Investment Company Act of 1940
Online
EDGAR Filer Manual (Volume II)
3-6
FilerConstructed
Form Spec.
Distributed to
National
Securities
Exchanges
only
EDGAR
Ownership
XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGAR
Ownership
XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
40-33, 40-33/A
Copies of all stockholder derivative actions filed with a EDGARLink EDGARLink
court against an investment company or an affiliate
Online
Online XML
thereof pursuant to Section 33 of the Investment
Technical
Company Act of 1940
Specification
40-8B25
Document or report
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
40-8F-2, 40-8F-2/A Initial application for de-registration pursuant to
EDGARLink EDGARLink
Online
Online XML
Investment Company Act Rule 0-2
Technical
Specification
40-APP, 40-APP/A Applications under the Investment Company Act other EDGARLink EDGARLink
than those reviewed by Office of Insurance Products
Online
Online XML
Technical
Specification
40-F, 40-F/A
Annual reports filed by certain Canadian issuers
EDGARLink EDGARLink
pursuant to Section 15(d) and Rule 15d-4
Online
Online XML
Technical
Specification
40FR12B,
Registration of a class of securities of certain Canadian EDGARLink EDGARLink
40FR12B/A
issuers pursuant to Section 12(b) of the 1934 Act
Online
Online XML
Technical
Specification
40FR12G,
Registration of a class of securities of certain Canadian EDGARLink EDGARLink
40FR12G/A
issuers pursuant to Section 12(g) of the 1934 Act
Online
Online XML
Technical
Specification
40-OIP, 40-OIP/A Applications under the Investment Company Act
EDGARLink EDGARLink
reviewed by Office of Insurance Products
Online
Online XML
Technical
Specification
424A
Prospectus filed pursuant to Rule 424(a)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
424B1
Prospectus filed pursuant to Rule 424(b)(1)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
424B2
Prospectus filed pursuant to Rule 424(b)(2)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Submission Type
September 2015
Description
3-7
EDGAR Filer Manual (Volume II)
Submission Type
Description
424B3
Prospectus filed pursuant to Rule 424(b)(3)
424B4
Prospectus filed pursuant to Rule 424(b)(4)
424B5
Prospectus filed pursuant to Rule 424(b)(5)
424B7
Prospectus filed pursuant to Rule 424(b)(7)
424B8
Prospectus filed pursuant to Rule 424(b)(8)
424H, 424H/A
Preliminary Prospectus filed pursuant to Rule 424(h)
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
425
Filing under Securities Act Rule 425 of certain
prospectuses and communications in connection with
business combination transactions
EDGARLink
Online
485APOS
Post-effective amendment filed pursuant to Securities
Act Rule 485(a) (this filing cannot be submitted as a
1940 Act only filing)
EDGARLink
Online
485BPOS
Post-effective amendment filed pursuant to Securities
Act Rule 485(b) (this filing cannot be submitted as a
1940 Act only filing)
EDGARLink
Online
485BXT
Post-effective amendment filed pursuant to Securities EDGARLink
Act Rule 485(b)(1)(iii) to designate a new effective date Online
for a post-effective amendment previously filed pursuant
to Securities Act Rule 485(a) (this filing cannot be
submitted as a 1940 Act only filing)
EDGAR Filer Manual (Volume II)
3-8
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
September 2015
Submission Type
486APOS
486BPOS
487
497
497AD
497H2
497J
497K
497K1
497K2
Tool/
FilerTemplate Constructed
Number
Form Spec.
Post-effective amendment to filing filed pursuant to
EDGARLink EDGARLink
Securities Act Rule 486(a)
Online
Online XML
Technical
Specification
Post-effective amendment to filing filed pursuant to
EDGARLink EDGARLink
Securities Act Rule 486(b)
Online
Online XML
Technical
Specification
Pre-effective pricing amendment filed pursuant to
EDGARLink EDGARLink
Online
Online XML
Securities Act Rule 487
Technical
Specification
Definitive materials filed under paragraph (a), (b), (c),
EDGARLink EDGARLink
(d), (e) or (f) of Securities Act Rule 497
Online
Online XML
Technical
Specification
Filing by certain investment companies of Securities Act EDGARLink EDGARLink
Rule 482 advertising in accordance with Securities Act Online
Online XML
Rule 497
Technical
Specification
Filings made pursuant to Rule 497(h)(2)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Certification of no change in definitive materials under EDGARLink EDGARLink
paragraph (j) of Securities Act Rule 497
Online
Online XML
Technical
Specification
Summary Prospectus for certain open-end management EDGARLink EDGARLink
investment companies filed pursuant to Securities Act Online
Online XML
Rule 497(k)
Technical
Specification
Cannot be used until March 31, 2009.
Profiles for certain open-end management investment EDGARLink EDGARLink
companies filed pursuant to Securities Act Rule
Online
Online XML
497(k)(1)(i)
Technical
Specification
Will no longer be accepted after close of business, (5:30
Description
PM EST) on March 30, 2009.
Profiles for certain open-end management investment
companies filed pursuant to Securities Act Rule
497(k)(1)(ii)
Will no longer be accepted after close of
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
business, (5:30 PM EST) on March 30, 2009.
September 2015
3-9
EDGAR Filer Manual (Volume II)
Submission Type
497K3A
Description
Profiles for certain open-end management investment
companies filed pursuant to Securities Act Rule
497(k)(1)(iii)(A)
Will no longer be accepted after close of
497K3B
business (5:30 PM EST) on March 30, 2009.
Profiles for certain open-end management investment
companies filed pursuant to Securities Act Rule
497(k)(1)(iii)(B)
Will no longer be accepted after close of
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
business (5:30 PM EST) on March 30, 2009.
Annual statement of changes in beneficial ownership of OnlineForms EDGAR
securities
Ownership
XML
Technical
Specification
6-K, 6-K/A
Current report of foreign issuer pursuant to Rules 13a- EDGARLink EDGARLink
16 and 15d-16 Amendments
Online
Online XML
Technical
Specification
8-A12B, 8-A12B/A Form for the registration / listing of a class of securities EDGARLink EDGARLink
on a national securities exchange pursuant to Section Online
Online XML
12(b)
Technical
Specification
8-A12G, 8-A12G/A Form for registration of a class of securities pursuant to EDGARLink EDGARLink
Section 12(g)
Online
Online XML
Technical
Specification
8-K, 8-K/A
Current report filing
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
8-K12B, 8-K12B/A Notification that a class of securities of successor issuer EDGARLink EDGARLink
is deemed to be registered pursuant to Section 12(b)
Online
Online XML
Technical
Specification
8-K12G3,
Notification that a class of securities of successor issuer EDGARLink EDGARLink
8-K12G3/A
is deemed to be registered pursuant to Section 12(g)
Online
Online XML
Technical
Specification
8-K15D5,
Notification of assumption of duty to report by successor EDGARLink EDGARLink
8-K15D5/A
issue under Section 15(d)
Online
Online XML
Technical
Specification
5, 5/A
EDGAR Filer Manual (Volume II)
3-10
September 2015
Submission Type
ABS-15G,
ABS-15G/A
ABS-EE,
ABS-EE/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
Asset-backed securities report pursuant to Section 15G EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Form for Submission of Electronic Exhibits in assetEDGARLink EDGARLink
backed securities offerings
Online
Online XML
Technical
Specification,
Description
ANNLRPT,
ANNLRPT/A
Periodic Development Bank filing, submitted annually
APP WD,
APP WD/A
Withdrawal of an application for exemptive or other relief EDGARLink
from the federal securities laws
Online
ARS, ARS/A
Annual report to security holders
EDGARLink
Online
AW
Withdrawal of amendment to a registration statement
filed under the Securities Act
EDGARLink
Online
AW WD
Withdrawal of a request for withdrawal of an amendment EDGARLink
to a registration statement
Online
CB, CB/A
Notification form filed in connection with certain tender
offers, business combinations and rights offerings, in
which the subject company is a foreign private issuer of
which less than 10% of its securities are held by U.S.
persons
A correspondence can be sent as a document with
another submission type or can be sent as a separate
submission.
CORRESP
September 2015
3-11
EDGARLink
Online
EDGARLink
Online
EDGAR ABS
XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Submission Type
D, D/A
DEF 14A
DEF 14C
DEFA14C
DEFC14A
DEFC14C
DEFM14A
DEFM14C
DEFN14A
DEFR14A
DEFR14C
Tool/
FilerTemplate Constructed
Number
Form Spec.
Official notice of an offering of securities that is made
Online Forms EDGAR
without registration under the Securities Act in reliance
Form D XML
on an exemption provided by Regulation D and Section
Technical
4(a)(5) under the Act.
Specification
Definitive proxy statements
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Definitive information statements
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Definitive additional information statement materials
EDGARLink EDGARLink
including Rule 14(a)(12) material
Online
Online XML
Technical
Specification
Definitive proxy statement in connection with contested EDGARLink EDGARLink
solicitations
Online
Online XML
Technical
Specification
Definitive information statement - contested solicitations EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Definitive proxy statement relating to a merger,
EDGARLink EDGARLink
acquisition, or disposition
Online
Online XML
Technical
Specification
Definitive information statement relating to merger or
EDGARLink EDGARLink
acquisition
Online
Online XML
Technical
Specification
Definitive proxy statement filed by non-management
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Definitive revised proxy soliciting materials
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Definitive revised information statement materials
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Description
3-12
September 2015
Submission Type
DEL AM
DFAN14A
DFRN14A
DOS, DOS/A
DOSLTR
DRS, DRS/A
DRSLTR
DSTRBRPT,
DSTRBRPT/A
F-1, F-1/A
F-10, F-10/A
F-10EF
F-10POS
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
Separately filed delaying amendment under Securities EDGARLink EDGARLink
Act Rule 473 to delay effectiveness of a 1933 Act
Online
Online XML
registration statement
Technical
Specification
Definitive additional proxy soliciting materials filed by
EDGARLink EDGARLink
non-management including Rule 14(a)(12) material
Online
Online XML
Technical
Specification
Revised definitive proxy statement filed by nonEDGARLink EDGARLink
Online
Online XML
management
Technical
Specification
Non-public draft offering statement under Regulation A EDGAR
N/A
Filing
Website
Draft Offering Statement Letter
EDGARLink N/A
Online
Draft registration statement submitted by Emerging
EDGARLink N/A
Growth Company under Securities Act Section 6(e) or Online
by Foreign Private Issuer under Division of Corporation
Finance policy
Correspondence Related to Draft Registration
EDGARLink N/A
Statement
Online
Distribution of primary obligations Development Bank
EDGARLink EDGARLink
report
Online
Online XML
Technical
Specification
Registration statement for securities of certain foreign EDGARLink EDGARLink
private issuers
Online
Online XML
Technical
Specification
Registration statement for securities of certain Canadian EDGARLink EDGARLink
issuers under the Securities Act of 1933
Online
Online XML
Technical
Specification
Auto effective registration statement for securities of
EDGARLink EDGARLink
certain Canadian issuers under the Securities Act of
Online
Online XML
1933
Technical
Specification
Post-effective amendment to a F-10EF registration
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Description
3-13
EDGAR Filer Manual (Volume II)
Submission Type
F-1MEF
F-3, F-3/A
F-3ASR
F-3DPOS
F-3MEF
F-4 POS
F-4, F-4/A
F-4EF
F-4MEF
F-6 POS
F-6, F-6/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
A new registration statement filed under Rule 462(b) to EDGARLink EDGARLink
add securities to a prior related effective registration
Online
Online XML
statement filed on Form F-1
Technical
Specification
Registration statement for specified transactions by
EDGARLink EDGARLink
certain foreign private issuers
Online
Online XML
Technical
Specification
Automatic shelf registration statement of securities of
EDGARLink EDGARLink
Online
Online XML
well-known seasoned issuers
Technical
Specification
Post-Effective amendment to a F-3D registration
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
A new registration statement filed under Rule 462(b) to EDGARLink EDGARLink
add securities to a prior related effective registration
Online
Online XML
statement filed on Form F 3
Technical
Specification
Post-effective amendment to a F-4EF registration
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Registration statement for securities issued by foreign EDGARLink EDGARLink
private issuers in certain business combination
Online
Online XML
transactions
Technical
Specification
Auto effective registration statement for securities by
EDGARLink EDGARLink
certain foreign private issuers in connection with certain Online
Online XML
business combination transactions
Technical
Specification
A new registration statement filed under Rule 462(b) to EDGARLink EDGARLink
add securities to a prior related effective registration
Online
Online XML
statement filed on Form F 4
Technical
Specification
Post-effective amendment to a F-6EF registration
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Registration statement for American Depositary
EDGARLink EDGARLink
Receipts representing securities of certain foreign
Online
Online XML
private issuers
Technical
Specification
EDGAR Filer Manual (Volume II)
Description
3-14
September 2015
Submission Type
Description
F-6EF
Auto effective registration statement for American
Depositary Receipts representing securities of certain
foreign private issuers
F-7 POS
Post-effective amendment to a F-7 registration
F-7, F-7/A
Registration statement for securities of certain Canadian
issuers offered for cash upon the exercise of rights
granted to existing security holders under the Securities
Act of 1933
Post-effective amendment to a F-8 registration
F-8 POS
F-8, F-8/A
Registration statement for securities of certain Canadian
issuers to be issued in exchange offers or a business
combination under the Securities Act of 1933
F-80, F-80/A
Registration of securities of certain Canadian issuers to
be issued in exchange offers or a business combination
under the Securities Act of 1933
F-80POS
Post-effective amendment to a F-80 registration
F-9 POS
Post-effective amendment to a F-9EF registration
F-9, F-9/A
Registration of securities of certain investment grade
debt or investment grade preferred securities of certain
Canadian issuers under the Securities Act of 1933
F-9EF
Auto effective registration of securities of certain
investment grade debt or investment grade preferred
securities of certain Canadian issuers under the
Securities Act of 1933
Notification of the appointment of an agent for service by
certain foreign institutions
F-N, F-N/A
September 2015
3-15
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Submission Type
FWP
F-X, F-X/A
IRANNOTICE
MA, MA-A, MA/A
MA-I, MA-I/A
MA-W
N-1, N-1/A
N-14 8C,
N-14 8C/A
N-14, N-14/A
N-14MEF
Tool/
FilerTemplate Constructed
Number
Form Spec.
Filing under Securities Act Rules 163/433 of free writing EDGARLink EDGARLink
prospectuses
Online
Online XML
Technical
Specification
For appointment of agent for service of process by
EDGARLink EDGARLink
issuers registering securities
Online
Online XML
Technical
Specification
Notice of disclosure filed in Exchange Act quarterly and EDGARLink EDGARLink
annual reports pursuant to Section 219 of the Iran
Online
Online XML
Threat Reduction and Syria Human Rights Act of 2012
Technical
and Section 13(r) of the Exchange Act
Specification
Municipal Advisor registration required pursuant to
EDGAR
N/A
Section 15B(a)(2) of the Securities Exchange Act of
Filing
1934 and the Rules Thereunder. Application for
Website
Municipal Advisor Registration (MA), Annual Update of Online Forms
Municipal Advisor Registration (MA-A), and Amendment
of a Prior Application for Registration (MA/A)
Information Regarding Natural Persons Who Engage in EDGAR
N/A
Municipal Advisory Activities, and Amendment of a
Filing
Previously Submitted Form MA-I
Website
Online Forms
Notice of Withdrawal from Registration as a Municipal EDGAR
N/A
Advisor
Filing
Website
Online Forms
Initial registration statement filed on Form N-1 for open- EDGARLink EDGARLink
end management investment companies
Online
Online XML
Technical
Specification
Initial registration statement filed on Form N14 by
EDGARLink EDGARLink
Online
Online XML
closed-end investment company (business
Technical
combinations)
Specification
Initial registration statement filed on Form N14 for open- EDGARLink EDGARLink
end investment company, including those filed with
Online
Online XML
automatic effectiveness under Rule 488 (business
Technical
combinations)
Specification
A new registration statement filed on Form N14 by
EDGARLink EDGARLink
closed end investment companies filed under Securities Online
Online XML
Act Rule 462(b) of up to an additional 20% of securities
Technical
for an offering that was registered on Form N-14
Specification
EDGAR Filer Manual (Volume II)
Description
3-16
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
N-18F1, N-18F1/A Initial notification of election pursuant to Rule 18f-1 filed EDGARLink EDGARLink
on Form N-18F-1
Online
Online XML
Technical
Specification
N-1A, N-1A/A
Initial registration statement filed on Form N1A for open- EDGARLink EDGARLink
end management investment companies
Online
Online XML
Technical
Specification
N-2, N-2/A
Initial filing of a registration statement on Form N-2 for EDGARLink EDGARLink
Online
Online XML
closed-end investment companies
Technical
Specification
N-23C-2,
Notice by closed-end investment companies of intention EDGARLink EDGARLink
N-23C-2/A
to call or redeem their own securities under Investment Online
Online XML
Company Act Rule 23c-2
Technical
Specification
N-23C3A,
Notification of periodic repurchase offer Filed pursuant EDGARLink EDGARLink
N23C3A/A
to Rule 23c-3(b) only
Online
Online XML
Technical
Specification
N-23C3B,
Filing pursuant to Rule 23c-3(c) only on Form N-23C-3 EDGARLink EDGARLink
N23C3B/A
Online
Online XML
Technical
Specification
N-23C3C,
Filing pursuant to Rule 23c-3(b) and (c) on Form N-23C- EDGARLink EDGARLink
N23C3C/A
3
Online
Online XML
Technical
Specification
N-27D-1,
Accounting for segregated trust accounts on Form NEDGARLink EDGARLink
N-27D-1/A
27D-1
Online
Online XML
Technical
Specification
N-2MEF
A new registration statement on Form N-2 filed under
EDGARLink EDGARLink
Securities Act Rule 462(b) by closed-end investment
Online
Online XML
companies of up to an additional 20% of securities for an
Technical
offering that was registered on Form N-2
Specification
N-3, N-3/A
Initial registration statement on Form N-3 for separate EDGARLink EDGARLink
accounts (management investment companies)
Online
Online XML
Technical
Specification
N-30B-2
Periodic and interim reports mailed to investment
EDGARLink EDGARLink
company shareholders (other than annual and semiOnline
Online XML
annual reports mailed to shareholders pursuant to Rule
Technical
30e-1)
Specification
Submission Type
September 2015
Description
3-17
EDGAR Filer Manual (Volume II)
Submission Type
N-30D, N-30D/A
N-4, N-4/A
Description
Initial annual and semi-annual reports mailed to
investment company shareholders pursuant to Rule
30e-1 (other than those required to be submitted as part
of Form NCSR.)
Initial registration statement on Form N-4 for separate
accounts (unit investment trusts)
N-5, N-5/A
Registration statement for small business investment
companies
N-54A, N-54A/A
Notification of election by business development
companies filed on Form N-54A
N-54C, N-54C/A
Notification of withdrawal by business development
companies filed on Form N-54C
N-6, N-6/A
Registration statement for separate accounts (unit
investment trusts)
N-6F, N-6F/A
Notice of intent by business development companies to
elect to be subject to Sections 55 through 65 of the 1940
Act filed on Form N-6F
N-8A, N-8A/A
Initial notification of registration under Section 8(a) filed
on Form N-8A
N-8B-2, N-8B-2/A
Initial registration statement for unit investment trusts
filed on Form N-8B-2
N-8B-3, N-8B-3/A
Initial registration statement for periodic payment plans
filed on Form N-8B-3
N-8B-4, N-8B-4/A
Initial registration statement for face-amount certificate
companies filed on Form N-8B-4
EDGAR Filer Manual (Volume II)
3-18
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
Submission Type
N-8F, N-8F/A
N-CR, N-CR/A
N-CSR, N-CSR/A
N-CSRS,
N-CSRS/A
N-MFP, N-MFP/A
N-PX, N-PX/A
N-PX-CR,
N-PX-CR/A
N-PX-FM,
N-PX-FM/A
N-PX-NT,
N-PX-NT/A
N-PX-VR,
N-PX-VR/A
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
Application for deregistration made on Form N-8F
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Current Report of Money Market Fund Material Events EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Certified annual shareholder report of registered
EDGARLink EDGARLink
Online
Online XML
management investment companies filed on Form NTechnical
CSR
Specification
Certified semi-annual shareholder report of registered EDGARLink EDGARLink
management investment companies filed on Form NOnline
Online XML
CSR
Technical
Specification
Monthly Schedule of Portfolio Holdings of Money Market N/A
EDGAR
Funds
Form N-MFP
XML
Technical
Specification
Annual Report of Proxy Voting Record of Registered
EDGARLink EDGARLink
Management Investment Companies filed on Form N- Online
Online XML
PX
Technical
Specification
Annual Form N-PX Combination Report filed by
EDGARLink EDGARLink
institutional managers
Online
Online XML
Technical
Specification
Annual Report of Proxy Voting Record of Registered
EDGARLink EDGARLink
Management Investment Companies that includes proxy Online
Online XML
votes institutional managers
Technical
Specification
Annual Form N-PX Notice filed by institutional managers EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Annual Form N-PX Voting Report filed by institutional
EDGARLink EDGARLink
managers
Online
Online XML
Technical
Specification
Description
3-19
EDGAR Filer Manual (Volume II)
Submission Type
Description
N-Q, N-Q/A
Quarterly Schedule of Portfolio Holdings of Registered
Management Investment Company filed on Form N-Q
NRSRO-UPD
Form NRSRO – Update of Registration for Nationally
Recognized Statistical Rating Organizations
NRSRO-CE,
NRSRO-CE/A
Form NRSRO – Annual Certification for Nationally
Recognized Statistical Rating Organizations
NRSRO-FR,
NRSRO-FR/A
Annual Financial/Other Reports for Nationally
Recognized Statistical Rating Organizations, as required
by Rule 17g-3 (Non-Public)
NRSRO-WCLS
Form NRSRO – Withdrawal from Credit Rating Class for
Nationally Recognized Statistical Rating Organizations
NRSRO-WREG
Form NRSRO – Withdrawal from Registration as
Nationally Recognized Statistical Rating Organization
NSAR-A,
NSAR-A/A
Semi-annual report for management companies filed on
Form N-SAR
NSAR-AT,
NSAR-AT/A
Transitional semi-annual report filed on Form N-SAR
NSAR-B,
NSAR-B/A
Annual report for management companies filed on Form
N-SAR
NSAR-BT,
NSAR-BT/A
Transitional annual report filed on Form N-SAR
NSAR-U,
NSAR-U/A
Annual report for unit investment trusts filed on Form NSAR
EDGAR Filer Manual (Volume II)
3-20
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
NT 10-K,
Notice under Rule 12b25 of inability to timely file all or EDGARLink EDGARLink
NT 10-K/A
part of a Form 10-K, 10-KSB, or 10-KT
Online
Online XML
Technical
Specification
NT 10-D,
Notice under Rule 12b25 of inability to timely file all or EDGARLink EDGARLink
part of a Form 10-D
NT 10-D/A
Online
Online XML
Technical
Specification
NT 10-Q,
Notice under Rule 12b25 of inability to timely file all or EDGARLink EDGARLink
NT 10-Q/A
Online
Online XML
part of a form 10-Q or 10-QSB
Technical
Specification
NT 11-K,
Notice under Rule 12b25 of inability to timely file all or EDGARLink EDGARLink
NT 11-K/A
part of a form 11-K
Online
Online XML
Technical
Specification
NT 15D2,
Notice under Rule 12b25 of inability to timely file a
EDGARLink EDGARLink
NT 15D2/A
special report pursuant to Section 15d-2
Online
Online XML
Technical
Specification
NT 20-F, NT 20-F/A Notice under Rule 12b25 of inability to timely file all or EDGARLink EDGARLink
part of an annual report of form 20-F
Online
Online XML
Technical
Specification
NT-NCSR,
Notice under Exchange Act Rule 12b-25 of inability to EDGARLink EDGARLink
NTNCSR/A
timely file Form N-CSR (annual or semi-annual report) Online
Online XML
Technical
Specification
NT-NSAR,
Notice under Exchange Act Rule 12b-25 of inability to EDGARLink EDGARLink
NTNSAR/A
timely file Form N-SAR
Online
Online XML
Technical
Specification
POS 8C
Post-effective amendment filed under the 1933 Act only EDGARLink EDGARLink
or under both the 1933 and 1940 Acts pursuant to
Online
Online XML
Section 8(c) of the 1933 Act by closed-end investment
Technical
companies (this filing cannot be submitted as a 1940 Act
Specification
only filing)
POS AM
Post-effective amendment to a registration statement
EDGARLink EDGARLink
that is not immediately effective upon filing
Online
Online XML
Technical
Specification
Submission Type
September 2015
Description
3-21
EDGAR Filer Manual (Volume II)
Submission Type
POS AMI
POSASR
POS EX
POS462B
POS462C
PRE 14A
PRE 14C
PREC14A
PREC14C
PREM14A
PREM14C
Tool/
FilerTemplate Constructed
Number
Form Spec.
Post-effective amendment (for filings made under the
EDGARLink EDGARLink
1940 Act only)
Online
Online XML
Technical
Specification
Post-effective Amendment to an automatic shelf
EDGARLink EDGARLink
registration statement on Form S-3ASR or Form FOnline
Online XML
3ASR
Technical
Specification
Post-effective amendment filed solely to add exhibits to EDGARLink EDGARLink
Online
Online XML
a registration statement
Technical
Specification
Post-effective amendment to Securities Act Rule 462(b) EDGARLink EDGARLink
registration statement
Online
Online XML
Technical
Specification
Post-effective amendment to a registration statement
EDGARLink EDGARLink
filed under Rule 462(c)
Online
Online XML
Technical
Specification
Preliminary proxy statement not related to a contested EDGARLink EDGARLink
matter or merger/acquisition
Online
Online XML
Technical
Specification
Preliminary information statement not related to a
EDGARLink EDGARLink
contested matter or merger/acquisition
Online
Online XML
Technical
Specification
Preliminary proxy statement in connection with
EDGARLink EDGARLink
contested solicitations
Online
Online XML
Technical
Specification
Preliminary information statements - contested
EDGARLink EDGARLink
solicitations
Online
Online XML
Technical
Specification
Preliminary proxy statement relating to a merger,
EDGARLink EDGARLink
acquisition, or disposition
Online
Online XML
Technical
Specification
Preliminary information statements relating to merger or EDGARLink EDGARLink
acquisition
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Description
3-22
September 2015
Submission Type
Description
PREN14A
Preliminary proxy statement filed by non-management
PRER14A
Preliminary revised proxy soliciting materials
PRER14C
Preliminary revised information statements
PRRN14A
Revised preliminary proxy statement filed by nonmanagement
PX14A6G
Notice of exempt solicitation
PX14A6N
Notice of exempt solicitation for the purpose of
determining whether to solicit proxies, consents, or
authorizations in opposition to a proposed roll-up
transaction filed pursuant to Rule 14a6(g) of the
Securities Exchange Act of 1934
Periodic Development Bank filing, submitted quarterly
RTLYRPT,
QRTLYRPT/A
RW
RW WD
S-1, S-1/A
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Registration Withdrawal Request
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Withdrawal of a Registration Withdrawal Request
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
General form of registration statement for all companies EDGARLink EDGARLink
including face-amount certificate companies
Online
Online XML
Technical
Specification
3-23
EDGAR Filer Manual (Volume II)
Submission Type
S-11, S-11/A
S-11MEF
S-1MEF
S-20, S-20/A
S-3, S-3/A
S-3ASR
S-3D
S-3DPOS
S-3MEF
S-4 POS
S-4, S-4/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
Registration statement for securities to be issued by real EDGARLink EDGARLink
estate companies
Online
Online XML
Technical
Specification
A new registration statement filed under Rule 462(b) to EDGARLink EDGARLink
add securities to a prior related effective registration
Online
Online XML
statement filed on Form S 11
Technical
Specification
A new registration statement filed under Rule 462(b) to EDGARLink EDGARLink
Online
Online XML
add securities to a prior related effective registration
Technical
statement filed on Form S 1
Specification
Registration statement for standardized options
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Registration statement for specified transactions by
EDGARLink EDGARLink
certain issuers
Online
Online XML
Technical
Specification
Automatic shelf registration statement of securities of
EDGARLink EDGARLink
well-known seasoned issuers
Online
Online XML
Technical
Specification
Automatically effective registration statement for
EDGARLink EDGARLink
securities issued pursuant to dividend or interest
Online
Online XML
reinvestment plans
Technical
Specification
Post-effective amendment to a S-3D registration
EDGARLink EDGARLink
statement
Online
Online XML
Technical
Specification
A new registration statement filed under Rule 462(b) to EDGARLink EDGARLink
add securities to a prior related effective registration
Online
Online XML
statement filed on Form S 3
Technical
Specification
Post-effective amendment to a S-4EF registration
EDGARLink EDGARLink
statement
Online
Online XML
Technical
Specification
Registration of securities issued in business
EDGARLink EDGARLink
combination transactions
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Description
3-24
September 2015
Submission Type
S-4EF
S-4MEF
Description
Auto effective registration statement for securities
issued in connection with the formation of a bank or
savings and loan holding company in compliance with
General Instruction G
A new registration statement filed under Rule 462(b) to
add securities to a prior related effective registration
statement filed on Form S-4
S-6, S-6/A
Initial registration statement filed on Form S-6 for unit
investment trusts
S-8
Initial registration statement for securities to be offered
to employees pursuant to employee benefit plans
S-8 POS
Post-effective amendment to a S-8 registration
statement
S-B, S-B/A
Registration statement for securities of foreign
governments and subdivisions thereof under the
Securities Act of 1933 (Schedule B)
S-BMEF
A new registration statement filed under Rule 462(b) to
add securities to a prior related effective registration
statement filed on Form S-B
SC 13D, SC 13D/A Schedule filed to report acquisition of beneficial
ownership of 5% or more of a class of equity securities
SC 13E1,
SC 13E1/A
Schedule 13-E1 statement of issuer required by Rule
13e-1
SC 13E3,
SC 13E3/A
Schedule filed to report going private transactions
SC 13G, SC 13G/A Schedule filed to report acquisition of beneficial
ownership of 5% or more of a class of equity securities
by passive investors and certain institutions
September 2015
3-25
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Submission Type
Description
SC 14D9,
SC 14D9/A
Tender offer solicitation/recommendation statements
filed under Rule 14d-9
SC 14F1,
SC 14F1/A
Statement regarding change in majority of directors
pursuant to Rule 14f-1
SC 14N, SC 14N/A Information filed by certain nominating shareholders
(pursuant to Section 240 14n-1)
SC 14N-S,
SC 14N-S/A
SC TO-C
Solicitation in connection with the formation or attempted
formation of a Rule 14a-11 nominating shareholder
group or solicitation in connection with a Rule 14a-11
nomination
Written communication relating to an issuer or third party
tender offer
SC TO-I,
SC TO-I/A
Issuer tender offer statement
SC TO-T,
SC TO-T/A
Third party tender offer statement
SC13E4F,
SC13E4F/A
Issuer tender offer statement filed pursuant to Rule
13(e)(4) by foreign issuers
SC14D1F,
SC14D1F/A
Third party tender offer statement filed pursuant to Rule
14d-1(b) by foreign issuers
SC14D9C
Written communication by the subject company relating
to a third party tender offer
SC14D9F,
SC14D9F/A
Solicitation/recommendation statement pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
and Rules 14d-1(b) and 14e-2(c) by foreign issuers
EDGAR Filer Manual (Volume II)
3-26
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
Submission Type
SD, SD/A
SDR, SDR/A,
SDR-A
SDR-CCO,
SDR-CCO/A
SDR-W
SF-1, SF-1/A
SF-3, SF-3/A
SF-3MEF
SH-ER, SH-ER/A
SH-NT, SH-NT/A
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
Specialized Disclosure Report filed pursuant to Section EDGARLink EDGARLink
1502 of the Dodd-Frank Wall Street Reform and
Online
Online XML
Consumer Protection Act relating to the use of conflict
Technical
minerals (Rule 13p-1)
Specification
Security-based swap data repository registration
EDGAR
EDGAR SDR
pursuant to the Securities Exchange Act of 1934.
Filing
XML
Application for Registration as Security-based Swap
Website
Technical
Data Repository (SDR), Interim Amendment to
Online Forms Specification
Application for Registration as Security-based Swap
Data Repository (SDR/A), and Annual Amendment to
Application for Registration as Security-based Swap
Data Repository (SDR-A)
Annual Compliance Report and Financial Report for a EDGARLink EDGARLink
Security-based Swap Data Repository
Online
Online XML
Technical
Specification
Application for Withdrawal from Registration as
EDGAR
EDGAR SDR
Security-based Swap Data Repository
Filing
XML
Website
Technical
Online Forms Specification
General form of registration statement for all issuers of EDGARLink EDGARLink
asset-backed securities
Online
Online XML
Technical
Specification
Shelf registration statement for qualified offerings of
EDGARLink EDGARLink
asset-backed securities
Online
Online XML
Technical
Specification
A new registration statement filed under Rule 462(b) to EDGARLink EDGARLink
add securities to a prior related effective registration
Online
Online XML
statement filed on Form SF-3
Technical
Specification
Weekly Form SH Entries Report Filed by Institutional
EDGARLink SH-ER
Investment Managers
Online
Information
Table XML
Technical
Specification
Weekly Form SH Notice Report Filed by Institutional
EDGARLink EDGARLink
Investment Managers
Online
Online XML
Technical
Specification
Description
3-27
EDGAR Filer Manual (Volume II)
Submission Type
Description
SP 15D2,
SP 15D2/A
Special Financial Report filed under Rule 15d-2
SUPPL
Voluntary supplemental material filed pursuant to
Section 11(a) of the Securities Act of 1933 by foreign
issuers
T-1, T-2
Note - 'Submission types' T-1 and T-2 are not used as
stand-alone submission types on the EDGAR system.
They are filed as EX-25 to registration statements.
Initial application for qualification of trust indentures
T-3, T-3/A
T-6, T-6/A
TA-1, TA-1/A
TA-2, TA-2/A
TA-W
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
No info blank cell
No info blank cell
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Application for determination of eligibility of a foreign
EDGARLink EDGARLink
person to act as institutional trustee filed pursuant to
Online
Online XML
Section 310(a)(1) of the Trust Indenture Act of 1939
Technical
Specification
Application for registration as a transfer agent filed
EDGARLite EDGAR
pursuant to the Securities Exchange Act of 1934
TA-1
Form TA-1
Template
XML
Technical
Specification
Annual report of transfer agent activities filed pursuant to EDGARLite EDGAR
the Securities Exchange Act of 1934
TA-2
Form TA-2
Template
XML
Technical
Specification
Notice of withdrawal from registration as transfer agent EDGARLite EDGAR
filed pursuant to the Securities Exchange Act of 1934
TA-W
Form TA-W
Template
XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-28
September 2015
3.2
Electronic Form Types by Act
This index will allow you to use the filing type to identify the EDGAR submission type and
finally the tool or template you can use to either create or assemble the filing. Each of the tools
and templates are covered in detail in separate sections of this document. The final column should
only be used by filers or software developers who construct filings outside of the SEC supplied
tools. EDGARLite templates can be downloaded from the OnlineForms/XML Website. FilerConstructed Technical Specifications are available on the SEC’s Public Website. Please refer to
these sites to determine if your version of the tool, template, or document is correct.
Note: Tools, templates, and documents will no longer be marked with a version number relating
to a software release. Some tools may be specific to submission types that remain the same
through several releases, instead of being updated with each new release. Therefore each
tool, template and manual will now be marked with its own version number, specific to
that particular item. You can find the most current versions on the website from which the
tools, templates, and manuals are downloaded. Be sure to verify that you have the current
version before filing.
Issuers are advised that filings with the submission types listed below will receive a “Filing Date”
identical to the EDGAR “Received Date” even if received after 5:30 P.M. Eastern time, which is
different than normal filings. In addition these filings will be disseminated until 10:00 P.M.
Eastern time. Normally filings received after 5:30 P.M. Eastern time will receive a filing date of
the next business day and will not be disseminated until the next business day.
The following submission types will receive a filing date identical to the EDGAR “Received
Date” and will be disseminated until 10:00 P.M. Eastern time: 3, 3/A, 4, 4/A, 5, 5/A, F-1MEF,
F-3MEF, F-4MEF, N-14MEF, N-2MEF, POS 462B, S-11MEF, S-1MEF, S-3MEF, S-4MEF,
S-BMEF
You should send any fee payment made for the above registration statements to the Commission's
lockbox. Additionally, you should submit any fee payment certification that you are making for
the above-listed submission types, pursuant to Rule 111(b), using the “CORRESP” submission
type.
September 2015
3-29
EDGAR Filer Manual (Volume II)
Electronic Form Types by Act
List of Tables
Table 3-1: Securities Act Submission Types Accepted by EDGAR........................... ...........3-31
Table 3-2: Securities Exchange Act - Proxy Materials and Information Statements Filed
Pursuant to Section 14 Submission Types Accepted by EDGAR............................... ...........3-49
Table 3-3: Securities Exchange Act - Registration and Report Submission Types Accepted by
EDGAR........................................................................................................................ ...........3-53
Table 3-4: Williams Act Filing Submission Types Accepted by EDGAR.................. ...........3-69
Table 3-5: Investment Company Submission Types Accepted by EDGAR............... ...........3-72
Table 3-6: Development Bank Submission Types Accepted by EDGAR................... ...........3-97
Table 3-7: Correspondence Submission Types............................................................ ...........3-98
EDGAR Filer Manual (Volume II)
3-30
September 2015
Table 3-1: Securities Act Submission Types Accepted by EDGAR
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
1-A
Offering statement under Regulation A
1-A
EDGAR Filing EDGAR
Website
REG A XML
Technical
Specification
1-A
Pre-qualification amendment for offering
statement under Regulation A
1-A/A
EDGAR Filing EDGAR
Website
REG A XML
Technical
Specification
1-A POS
Post-qualification amendment to a 1-A
offering statement
1-A POS
EDGAR Filing EDGAR
Website
REG A XML
Technical
Specification
1-A-W
Withdrawal of offering statement under
Regulation A
1-A-W
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
1-A-W
Amendment to a withdrawal of offering
statement under Regulation A
1-A-W/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
1-K
Annual Report Pursuant to Regulation A
1-K
EDGAR Filing EDGAR
Website
REG A XML
Technical
Specification
1-K
Amendment to Annual Report Pursuant to
Regulation A
1-K/A
EDGAR Filing EDGAR
Website
REG A XML
Technical
Specification
1-SA
Semiannual Report Pursuant to Regulation 1-SA
A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
1-SA
Amendment to Semiannual Report
Pursuant to Regulation A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
1-SA/A
3-31
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
1-U
Current Report pursuant to Regulation A
1-U
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Amendment to Current Report pursuant to 1-U/A
Regulation A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
1-Z
Exit Report under Regulation A
1-Z
EDGAR Filing EDGAR
Website
REG A XML
Technical
Specification
1-Z
Amendment to Exit Report under
Regulation A
1-Z/A
EDGAR Filing EDGAR
Website
REG A XML
Technical
Specification
1-Z-W
Withdrawal of Exit Report under Regulation 1-Z-W
A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
1-Z-W
Amendment to a withdrawal of Exit Report 1-Z-W/A
under Regulation A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
253G1
Reflects information previously omitted from 253G1
the offering circular in reliance on Rule
253(b)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
253G2
Reflects information that constitutes a
substantive change from or addition to the
information set forth in the last offering
circular
253G2
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
253G3
Reflects information covered in both 253G1 253G3
and 253G2
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-32
1-U
Tool/
Template
Number
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
253G4
Reflects information covered in 253G1,
253G2 or 253G3 that is not being timely
filed
253G4
EDGARLink
Online
D
Official notice of an offering of securities
that is made without registration under the
Securities Act in reliance on an exemption
provided by Regulation D and Section
4(a)(5) under the Act
D
OnlineForms EDGAR
Form D XML
Technical
Specification
D
Amendment
D/A
OnlineForms EDGAR
Form D XML
Technical
Specification
DOS
Non-public draft offering statement under
Regulation A
DOS
EDGAR Filing N/A
Website
DOS
Non-public draft pre-qualification
amendment for offering statement under
Regulation A
DOS/A
EDGAR Filing N/A
Website
DOS
Draft Offering Statement Letter
DOSLTR
EDGARLink
Online
N/A
DRS
Draft registration statement submitted by
DRS
Emerging Growth Company under
Securities Act Section 6(e) or by Foreign
Private Issuer under Division of Corporation
Finance policy
EDGARLink
Online
N/A
DRS
Amended Draft Registration Statement
DRS/A
EDGARLink
Online
N/A
DRS
Correspondence Related to Draft
Registration Statement
DRSLTR
EDGARLink
Online
N/A
F-1
Registration statement for securities of
certain foreign private issuers
F-1
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-1
Pre-effective amendment
F-1/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-33
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
F-1
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-1MEF
A new registration statement filed under
F-1MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form F-1
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-1MEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-3
Registration statement for specified
transactions by certain foreign private
issuers
F-3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-3
Pre-Effective amendment
F-3/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-3
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-3
Automatic shelf registration statement of
securities of well-known seasoned issuers
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-3
Post-effective Amendment to an automatic POSASR
shelf registration statement on Form S3ASR or Form F-3ASR
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-3
Registration statement for dividend or
interest reinvestment plan securities of
foreign private issuers
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-34
F-3ASR
F-3D
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
F-3
Post-Effective amendment to a F-3D
registration
F-3MEF
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
A new registration statement filed under
F-3MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form F-3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-3MEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-4
Registration statement for securities issued F-4
by foreign private issuers in certain
business combination transactions
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-4
Pre-effective amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-4
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-4
Auto effective registration statement for
F-4EF
securities by certain foreign private issuers
in connection with certain business
combination transactions
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-4
Post-effective amendment to a F-4EF
registration
F-4 POS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-4MEF
A new registration statement filed under
F-4MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form F-4
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
F-3DPOS
Tool/
Template
Number
F-4/A
3-35
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
F-4MEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-6
Registration statement for American
F-6
Depositary Receipts representing securities
of certain foreign private issuers
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-6
Pre-effective amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-6
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-6
Auto effective registration statement for
F 6EF
American Depositary Receipts representing
securities of certain foreign private issuers
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-6
Post-effective amendment to a F-6EF
registration
F-6 POS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-7
Registration statement for securities of
certain Canadian issuers offered for cash
upon the exercise of rights granted to
existing security holders under the
Securities Act of 1933
F-7
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-7
Pre-effective amendment
F-7/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-7
Post-effective amendment to a F-7
registration
F-7 POS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
F-6/A
3-36
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
F-8
Registration statement for securities of
F-8
certain Canadian issuers to be issued in
exchange offers or a business combination
under the Securities Act of 1933
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-8
Pre-effective amendment
F-8/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-8
Post-effective amendment to a F-8
registration
F-8 POS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-9
Registration of securities of certain
F-9
investment grade debt or investment grade
preferred securities of certain Canadian
issuers under the Securities Act of 1933
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-9
Pre-effective amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-9
Auto effective registration of securities of
F-9EF
certain investment grade debt or investment
grade preferred securities of certain
Canadian issuers under the Securities Act
of 1933
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-9
Post-effective amendment to a F-9EF
registration
F-9 POS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-10
Registration statement for securities of
certain Canadian issuers under the
Securities Act of 1933
F-10
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-10
Pre-effective amendment
F-10/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
F-9/A
3-37
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
F-10
Auto effective registration statement for
F-10EF
securities of certain Canadian issuers under
the Securities Act of 1933
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-10
Post-effective amendment to a
F10EF registration
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-80
Registration of securities of certain
F-80
Canadian issuers to be issued in exchange
offers or a business combination under the
Securities Act of 1933
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
F-80
Pre-effective amendment
F-80/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-1
General form of registration statement for
all companies including face-amount
certificate companies
S-1
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-1
Pre-effective amendment
S-1/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-1
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-1MEF
A new registration statement filed under
S-1MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form S-1
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-1MEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
F-10POS
3-38
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
S-3
Registration statement for specified
transactions by certain issuers
S-3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3
Pre-effective amendment
S-3/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3
Automatic shelf registration statement of
securities of well-known seasoned issuers
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3
Post-effective Amendment to an automatic POSASR
shelf registration statement on Form S3ASR or Form F-3ASR
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3
Automatically effective registration
S-3D
statement for securities issued pursuant to
dividend or interest reinvestment plans
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3
Post-effective amendment to a S-3D
registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3MEF
A new registration statement filed under
S-3MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form S-3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-3MEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-39
S-3ASR
S-3DPOS
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
S-4
Registration of securities issued in business S-4
combination transactions
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-4
Pre-effective amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-4
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-4
Auto effective registration statement for
securities issued in connection with the
formation of a bank or savings and loan
holding company in compliance with
General Instruction G
S-4EF
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-4
Post-effective amendment to a S-4EF
registration statement
S-4 POS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-4MEF
A new registration statement filed under
S-4MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form S-4
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-4MEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-8
Initial registration statement for securities to S-8
be offered to employees pursuant to
employee benefit plans
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-8
Post-effective amendment to a S-8
registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
S-4/A
3-40
S-8 POS
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
S-11
Registration statement for securities to be
issued by real estate companies
S-11
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-11
Pre-effective amendment
S-11/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-11
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-11MEF
A new registration statement filed under
S-11MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form S-11
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-11MEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-20
Registration statement for standardized
options
S-20
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-20
Pre-effective amendment
S-20/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-20
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-B
Registration statement for securities of
foreign governments and subdivisions
thereof under the Securities Act of 1933
(Schedule B)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-41
S-B
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
S-B
Pre-effective amendment
S-B
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-BMEF
A new registration statement filed under
S-BMEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form S-B
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
S-BMEF
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
POS462B
Post-effective amendment to Securities Act POS462B
Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
POS462C
Post-effective amendment to a registration POS462C
statement filed under Rule 462(c)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
POS AM
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
POS EX
Post-effective amendment filed solely to
add exhibits to a registration statement
POS EX
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
SF-1
General form of registration statement for
all issuers of asset-backed securities
SF-1
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
S-B/A
Tool/
Template
Number
3-42
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
SF-1
Pre-effective amendment to an SF-1
registration statement
SF-1
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
SF-3
Shelf registration statement for qualified
offerings of asset-backed securities
SF-3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
SF-3
Pre-effective amendment to an SF-3
registration statement
SF-3/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
SF-3
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
SF-3MEF
A new registration statement filed under
SF-3MEF
Rule 462(b) to add securities to a prior
related effective registration statement filed
on Form SF-3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-43
SF-1/A
Tool/
Template
Number
EDGAR Filer Manual (Volume II)
Prospectus Filed Pursuant to Rule 424
Submission
Type
Description
Tool/
Template
Number
EDGARLink
Online
424A
Prospectus filed pursuant to Rule 424(a)
424B1
Prospectus filed pursuant to Rule 424(b)(1)
EDGARLink
Online
424B2
Prospectus filed pursuant to Rule 424(b)(2)
EDGARLink
Online
424B3
Prospectus filed pursuant to Rule 424(b)(3)
EDGARLink
Online
424B4
Prospectus filed pursuant to Rule 424(b)(4)
EDGARLink
Online
424B5
Prospectus filed pursuant to Rule 424(b)(5)
EDGARLink
Online
424B7
Prospectus filed pursuant to Rule 424(b)(7)
EDGARLink
Online
424B8
Prospectus filed pursuant to Rule 424(b)(8)
EDGARLink
Online
424H
Preliminary Prospectus filed pursuant to Rule EDGARLink
424(h)
Online
424H/A
Amendment to Preliminary Prospectus filed
pursuant to Rule 424(h)
EDGAR Filer Manual (Volume II)
3-44
EDGARLink
Online
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
September 2015
Free Writing Prospectus
Submission
Type
FWP
Description
Filing under Securities Act Rules 163/433 of
free writing prospectuses
Tool/
Template
Number
EDGARLink
Online
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
Filings Pursuant to the Trust Indenture Act
CFR Form/
Tool/
Submission
Schedule/
Description
Template
Type
Rule
Number
305B2
Application for designation of a new trustee 305B2
EDGARLink
under the Trust Indenture Act
Online
305B2
Amendment
305B2/A
EDGARLink
Online
T-3
Initial application for qualification of trust
indentures
T-3
EDGARLink
Online
T-3
Pre-effective amendment
T-3/A
EDGARLink
Online
T-6
Application for determination of eligibility of T-6
a foreign person to act as institutional
trustee filed pursuant to Section 310(a)(1) of
the Trust Indenture Act of 1939
Pre-effective amendment
T-6/A
EDGARLink
Online
T-6
EDGARLink
Online
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
Note: “Submission types” T-1 and T-2 are not used as stand-alone submission types on the
EDGAR system. They are filed as EX-25 to registration statements.
September 2015
3-45
EDGAR Filer Manual (Volume II)
Filings Pursuant to Rule 144
CFR Form/
Schedule/
Rule
144
144
Submission
Type
Description
Filing for proposed sale of securities
under Rule 144
144
Amendment to Form 144
144/A
Note: Form 144 may be filed
electronically on a voluntary basis if the
issuer of the securities is a public
company.
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Miscellaneous Filings
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
APP WD
Withdrawal of an application for
APP WD
exemptive or other relief from the federal
securities laws
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
APP WD
Amendment to Form APP WD
APP WD/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
DEL AM
Separately filed delaying amendment
under Securities Act Rule 473 to delay
effectiveness of a 1933 Act registration
statement
DEL AM
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
UNDER
Initial undertaking to file reports
UNDER
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
UNDER
Amendment
UNDER/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
SUPPL
Voluntary supplemental material filed
SUPPL
pursuant to Section 11(a) of the Securities
Act of 1933 by foreign issuers
EDGAR Filer Manual (Volume II)
3-46
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
RW
Registration Withdrawal Request
RW
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
RW WD
Withdrawal of a Registration Withdrawal
Request
RW WD
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
AW
Withdrawal of amendment to a
registration statement filed under the
Securities Act
AW
EDGARLink Specification
Online
EDGARLink
Online XML
Technical
Specification
AW WD
Withdrawal of a request for withdrawal of AW WD
an amendment to a registration statement
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
425
Filing under Securities Act Rule 425 of
425
certain prospectuses and communications
in connection with business combination
transactions
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Note: Form 425 can be filed as part of
Form 8-K. For filers subject to 8-K filing
requirements, we recommend the use of
the 8-K combined form type as the easiest
method for fulfilling your filing requirement
for both forms
F-X
September 2015
For appointment of agent for service of
F-X
process by issuers registering securities
(if filed on Form F-8, F-9, F-10 or F-80, or
registering securities or filing periodic
reports on Form 40-F, or by any person
filing certain tender offer documents, or by
any person acting as trustee with respect
to securities registered on form F-7, F-8,
F-9 or F-10
3-47
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
F-X
Amendment
F-X/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
F-N
Notification of the appointment of an
agent for service by certain foreign
institutions
F-N
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
F-N
Amendment
F-N/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-48
September 2015
Table 3-2: Securities Exchange Act - Proxy Materials and Information Statements Filed
Pursuant to Section 14 Submission Types Accepted by EDGAR
Preliminary Proxy Soliciting Materials
Submission Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
PREM14A
Preliminary proxy statement relating to a merger,
acquisition, or disposition
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
PREC14A
Preliminary proxy statement in connection with
contested solicitations
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
PREN14A
Preliminary proxy statement filed by non-management EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
PRE 14A
Preliminary proxy statement not related to a contested EDGARLink
matter or merger/acquisition
Online
EDGARLink
Online XML
Technical
Specification
Preliminary Information Statements
Submission Type
PREM14C
Tool/
Template
Number
Preliminary information statements relating to merger EDGARLink
or acquisition
Online
Description
PREC14C
Preliminary information statements – contested
solicitations
EDGARLink
Online
PRE 14C
Preliminary information statement not related to a
contested matter or merger/acquisition
EDGARLink
Online
September 2015
3-49
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Revised Preliminary Materials
Submission Type
Description
Tool/
Template
Number
EDGARLink
Online
PRER14A
Preliminary revised proxy soliciting materials
PRRN14A
Revised preliminary proxy statement filed by nonmanagement
EDGARLink
Online
PRER14C
Preliminary revised information statements
EDGARLink
Online
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
Definitive Materials (Proxy Materials)
DEFM14A
Definitive proxy statement relating to a merger,
acquisition, or disposition
Tool/
Template
Number
EDGARLink
Online
DEFC14A
Definitive proxy statement in connection with
contested solicitations
EDGARLink
Online
DEFN14A
Definitive proxy statement filed by non-management
EDGARLink
Online
DFRN14A
Revised definitive proxy statement filed by nonmanagement
EDGARLink
Online
DEFR14A
Definitive revised proxy soliciting materials
EDGARLink
Online
Submission Type
Description
EDGAR Filer Manual (Volume II)
3-50
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
September 2015
Submission Type
DEFA14A
DFAN14A
DEF 14A
Tool/
Template
Number
Definitive additional proxy soliciting materials including EDGARLink
Rule 14(a)(12) material
Online
Description
Note: Submission type DEFA14A can be filed as part
of Form 8-K. For filers subject to 8-K filing
requirements, we recommend the use of the 8-K
combined form type as the easiest method for fulfilling
your filing requirement for both forms
Definitive additional proxy soliciting materials filed by EDGARLink
non-management including Rule 14(a)(12) material
Online
Note: Submission type DFAN14A can be filed as part
of Form 8-K. For filers subject to 8-K filing
requirements, we recommend the use of the 8-K
combined form type as the easiest method for fulfilling
your filing requirement for both forms
Definitive proxy statements
EDGARLink
Online
PX14A6G
Notice of exempt solicitation
EDGARLink
Online
PX14A6N
Notice of exempt solicitation for the purpose of
determining whether to solicit proxies, consents, or
authorizations in opposition to a proposed roll-up
transaction filed pursuant to Rule 14a6(g) of the
Securities Exchange Act of 1934
EDGARLink
Online
September 2015
3-51
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Definitive Materials (Information Statements)
DEFM14C
Definitive information statement relating to merger or
acquisition
Tool/
Template
Number
EDGARLink
Online
DEFC14C
Definitive information statement – contested
solicitations
EDGARLink
Online
DEF 14C
Definitive information statements
EDGARLink
Online
DEFA14C
Definitive additional information statement materials
including Rule 14(a)(12) material
EDGARLink
Online
DEFR14C
Definitive revised information statement materials
EDGARLink
Online
Submission Type
Description
EDGAR Filer Manual (Volume II)
3-52
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
September 2015
Table 3-3: Securities Exchange Act - Registration and Report Submission Types Accepted
by EDGAR
Registration Statements
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
8-A
Form for the registration / listing of a class of
securities on a national securities exchange
pursuant to Section 12(b)
8-A12B
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
8-A
Amendment
8-A12B/A
EDGARLink EDGARLink
Online XML
Online
Technical
Specification
8-A
Form for registration of a class of securities
pursuant to Section 12(g)
8-A12G
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
8-A
Amendment
8-A12G/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10
Initial general form for registration of a class of
securities pursuant to Section 12(b)
10-12B
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10
Amendment
10-12B/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10
Initial general form for registration of a class of
securities pursuant to Section 12(g)
10-12G
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10
Amendment
10-12G/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
13H
Large Trader Registration Information Required 13H
of Large Traders Pursuant to the Securities
Exchange Act of 1934 and Rule 13h-1
Thereunder
September 2015
3-53
EDGAR
N/A
Filing
Website
Online Forms
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
13H
Amended Filing
13H-Q
EDGAR
N/A
Filing
Website
Online Forms
13H
Annual Filing
13H-A
EDGAR
N/A
Filing
Website
Online Forms
13H
Inactive Status
13H-I
EDGAR
N/A
Filing
Website
Online Forms
13H
Reactivated Status
13H-R
EDGAR
N/A
Filing
Website
Online Forms
13H
Termination Filing
13H-T
EDGAR
N/A
Filing
Website
Online Forms
20-F
Form for initial registration of a class of
20FR12B
securities of foreign private issuers pursuant to
Section 12(b)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
20-F
Amendment
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
20-F
Form for initial registration of a class of
20FR12G
securities of foreign private issuers pursuant to
Section 12(g)
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
20-F
Amendment
20FR12G/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
40-F
Registration of a class of securities of certain
Canadian issuers pursuant to Section 12(b) of
the 1934 Act
40FR12B
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
20FR12B/A
3-54
September 2015
CFR Form/
Schedule/
Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
40-F
Amendment
40FR12B/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
40-F
Registration of a class of securities of certain
Canadian issuers pursuant to Section 12(g) of
the 1934 Act
40FR12G
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
40-F
Amendment
40FR12G/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
18
Form for initial registration of securities of
foreign governments or political subdivisions
pursuant to Section 12(b)
18-12B
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
18
Amendment
18-12B/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
18
Form for initial registration of securities of
foreign governments or political subdivisions
thereof pursuant to Section 12(g)
18-12G
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
18
Amendment
18-12G/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
MA
Application for Municipal Advisor Registration
MA
EDGAR
N/A
Filing
Website
Online Forms
MA
Annual Update of Municipal Advisor Registration MA-A
EDGAR
N/A
Filing
Website
Online Forms
MA
Amendment of a Prior Application for
Registration
EDGAR
N/A
Filing
Website
Online Forms
September 2015
3-55
MA/A
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/
Rule
Submission
Type
Description
FilerConstructed
Form Spec.
MA-I
Information Regarding Natural Persons Who
Engage in Municipal Advisory Activities
MA-I
Amendment of a previously submitted Form MA- MA-I/A
I
EDGAR
N/A
Filing
Website
Online Forms
MA-W
Notice of Withdrawal from Registration as a
Municipal Advisor
MA-W
EDGAR
N/A
Filing
Website
Online Forms
SDR
Application for Registration as Security-based
Swap Data Repository
SDR
EDGAR
EDGAR SDR
Filing
XML
Website
Technical
Online Forms Specification
SDR
Interim Amendment to Application for
Registration as Security-based Swap Data
Repository
SDR/A
EDGAR
EDGAR SDR
Filing
XML
Website
Technical
Online Forms Specification
SDR
Annual Amendment to Application for
Registration as Security-based Swap Data
Repository
SDR-A
EDGAR
EDGAR SDR
Filing
XML
Website
Technical
Online Forms Specification
SDR-W
Application for Withdrawal from Registration as SDR-W
Security-based Swap Data Repository
EDGAR
EDGAR SDR
Filing
XML
Website
Technical
Online Forms Specification
EDGAR Filer Manual (Volume II)
3-56
MA-I
Tool/
Template
Number
EDGAR
N/A
Filing
Website
Online Forms
September 2015
Annual, Quarterly, and Periodic Reports
CFR Form/
Schedule/Rule
ABS-EE
ABS-EE
Submission
Type
Description
Form for Submission of Electronic Exhibits in ABS-EE
asset-backed securities offerings
Amendment to Form for Submission of
ABS-EE/A
Electronic Exhibits in asset-backed securities
offerings
ARS
Annual report to security holders
ARS
ARS
Amendment
ARS/A
IRANNOTICE
SD
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification,
EDGAR ABS
XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification,
EDGAR ABS
XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Note: Use this submission type when
furnishing the annual report to security holders
for the information of the Commission
pursuant to Rule 14a-3(c) or Rule 14c-3(b).
Portions of the annual report to security
holders filed with the Commission as part of a
registration statement or periodic report
should be filed as Exhibit 13, as provided by
Item 601 of Regulation S-K and S-B.
Notice of disclosure filed in Exchange Act
IRANNOTIC EDGARLink
quarterly and annual reports pursuant to
E
Online
Section 219 of the Iran Threat Reduction and
Syria Human Rights Act of 2012 and Section
13(r) of the Exchange Act
Specialized Disclosure Report filed pursuant SD
EDGARLink
to Section 1502 of the Dodd-Frank Wall Street
Online
Reform and Consumer Protection Act relating
to the use of conflict minerals (Rule 13p-1)
3-57
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/Rule
SD
Amendment
SDR-CCO
Annual Compliance Report and Financial
Report for a Security-based Swap Data
Repository
SDR-CCO
Amendment to Annual Compliance Report
and Financial Report for a Security-based
Swap Data Repository
6-K
Current report of foreign issuer pursuant to
Rules 13a-16 and 15d-16
6-K
Amendments
10-Q
Quarterly report pursuant to Section 13 or
15(d)
10-Q
Amendment
10-Q
Transition report pursuant to Rule 13a-10 or
15d-10
10-K
Annual report pursuant to Section 13 and
15(d)
10-K
Amendment
10-K
Transition report pursuant to Rule 13a-10 or
15d-10
EDGAR Filer Manual (Volume II)
Tool/
FilerTemplate Constructed
Number
Form Spec.
SD/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
SDR-CCO
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
SDR-CCO/A EDGARLink EDGARLink
Online
Online XML
Technical
Specification
6-K
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
6-K/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-Q
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-Q/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-QT
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-K
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-K/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
10-KT
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Submission
Type
Description
3-58
September 2015
CFR Form/
Schedule/Rule
Submission
Type
Description
10-K
Amendment
10-KT/A
10-D
Periodic distribution reports by asset-backed
issuers pursuant to Rule 13a-17 or 15d-17
10-D
10-D
Amendment
10-D/A
8-K
Current report filing
8-K
8-K
Amendment
8-K/A
8-K
Notification that a class of securities of
successor issuer is deemed to be registered
pursuant to Section 12(b)
8-K12B
8-K
Amendment
8-K12B/A
8-K
Notification that a class of securities of
successor issuer is deemed to be registered
pursuant to Section 12(g)
8-K12G3
8-K
Amendment
8-K12G3/A
8-K
Notification of assumption of duty to report by 8-K15D5
successor issue under Section 15(d)
8-K
Amendment
September 2015
8-K15D5/A
3-59
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/Rule
Submission
Type
Description
11-K
Annual report of employee stock purchase,
savings and similar plans
11-K
11-K
Amendment
11-K/A
11-K
Transition report pursuant to rule 13a-10 or
15d-10
11-KT
11-K
Amendment
11-KT/A
18-K
Annual report for foreign governments and
political subdivisions
18-K
18-K
Amendment
18-K/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online XML
Online
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
20-F
Annual and transition report of foreign private 20-F
issuers pursuant to Section 13 or 15(d)
EDGARLink
Online
20-F
Amendment
20-F/A
EDGARLink
Online
40-F
Annual report filed by certain Canadian
issuers pursuant to Section 15(d) and Rule
15d-4
40-F
EDGARLink
Online
40-F
Amendment
40-F/A
EDGARLink
Online
12b-25
Notice under Rule 12b25 of inability to timely NT 10-Q
file all or part of a form 10-Q or 10-QSB
EDGAR Filer Manual (Volume II)
3-60
EDGARLink
Online
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
September 2015
CFR Form/
Schedule/Rule
Submission
Type
Description
12b-25
Amendment
12b-25
Notice under Rule 12b25 of inability to timely NT 10-K
file all or part of a form 10-K, 10-KSB, or 10KT
12b-25
Amendment
12b-25
Notice under Rule 12b25 of inability to timely NT 10-D
file all or part of a Form 10-D
12b-25
Amendment
12b-25
Notice under Rule 12b25 of inability to timely NT 11-K
file all or part of a form 11-K
12b-25
Amendment
12b-25
Notice under Rule 12b25 of inability to timely NT 15D2
file a special report pursuant to Section 15d-2
12b-25
Amendment
12b-25
Notice under Rule 12b25 of inability to timely NT 20-F
file all or part of an annual report of form 20-F
12b-25
Amendment
September 2015
NT 10-Q/A
NT 10-K/A
NT 10-D/A
NT 11-K/A
NT 15D2/A
NT 20-F/A
3-61
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/Rule
Submission
Type
Description
15
Notice of termination of registration of a class 15-12B
of securities under Section 12(b)
15
Amendment
15
Notice of termination of registration of a class 15-12G
of securities under Section 12(g)
15
Notice of suspension of duty to file reports
pursuant to Section 13 and 15(d) of the Act
15-15D
15
Amendment
15-15D/A
See Rule
15d-2
Special Financial Report filed under Rule 15d- SP 15D2
2
See Rule
15d-2
Amendment
SP 15D2/A
15F
Notice of termination of a foreign private
issuer’s registration of a class of securities
under Section 12(b)
15F-12B
15F
Amendment
15F-12B/A
15F
Notice of termination of a foreign private
issuer’s registration of a class of securities
under Section 12(g)
15F-12G
15F
Amendment
15F-12G/A
EDGAR Filer Manual (Volume II)
15-12B/A
3-62
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online XML
Online
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
CFR Form/
Schedule/Rule
Submission
Type
Description
15F
Notice of a foreign private issuer’s suspension 15F-15D
of duty to file reports pursuant to Section 13
and 15(d) of the Act
15F
Amendment
September 2015
15-15D/A
3-63
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Dodd-Frank Submission Types/Filings
CFR Form/
Schedule/
Description
Rule
ABS-15G
Asset-backed securities report pursuant to
Section 15G
ABS-15G
Amendment
Submission
Type
ABS-15G
ABS-15G/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Nationally Recognized Statistical Rating Organization Submission Types/Filings
CFR Form/
Schedule/
Description
Rule
NRSRO
Update of Registration for Nationally
Recognized Statistical Rating Organizations
NRSRO
Annual Certification for Nationally Recognized
Statistical Rating Organizations
NRSRO
Amendment to Annual Certification for
Nationally Recognized Statistical Rating
Organizations
NRSRO
Withdrawal from Credit Rating Class for
Nationally Recognized Statistical Rating
Organizations
NRSRO
Rule 17g-3
Rule 17g-3
Withdrawal from Registration as Nationally
Recognized Statistical Rating Organization
Tool/
FilerTemplate Constructed
Number
Form Spec.
NRSROEDGARLink EDGARLink
UPD
Online
Online XML
Technical
Specification
NRSRO-CE EDGARLink EDGARLink
Online
Online XML
Technical
Specification
NRSROEDGARLink EDGARLink
CE/A
Online
Online XML
Technical
Specification
NRSROEDGARLink EDGARLink
WCLS
Online
Online XML
Submission
Type
NRSROWREG
Annual Financial/Other Reports for Nationally
NRSRO-FR
Recognized Statistical Rating Organizations, as
required by Rule 17g-3 (Non-Public)
Amendment to Annual Financial/Other Reports NRSROfor Nationally Recognized Statistical Rating
FR/A
Organizations, as required by Rule 17g-3
(Non-Public)
EDGAR Filer Manual (Volume II)
3-64
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
Miscellaneous Submissions Types/Filings
CFR Form/
Schedule/Rule
Form 13F
Submission
Type
Description
Initial Quarterly Form 13F Holdings Report
filed by institutional managers
13F-HR
Initial Quarterly Form 13F Combination Report
filed by institutional managers
Form 13F
Amendment
13F-HR/A
Form 13F
Initial Quarterly Form 13F Notice Report filed 13F-NT
by institutional managers
Form 13F
Amendment
13F-NT/A
Form APP WD Withdrawal of an application for exemptive or APP WD
other relief from the federal securities laws
APP WD/A
Form N-MFP
Form SH
September 2015
Monthly Schedule of Portfolio Holdings of
Money Market Funds
N-MFP
Weekly Form SH Entries Report Filed by
Institutional Investment Managers
SH-ER
3-65
N-MFP/A
Tool/
Template
Number
EDGAR
Filing
Website
Online
Forms
EDGAR
Filing
Website
Online
Forms
EDGAR
Filing
Website
Online
Forms
EDGAR
Filing
Website
Online
Forms
EDGARLink
Online
FilerConstructed
Form Spec.
EDGAR
Form 13F
XML
Technical
Specification
EDGAR
Form 13F
XML
Technical
Specification
EDGAR
Form 13F
XML
Technical
Specification
EDGAR
Form 13F
XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
N/A
EDGAR
Form N-MFP
XML
Technical
Specification
EDGARLink SH-ER
Online
Information
table only:
SH-ER
Information
Table XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/Rule
Submission
Type
Description
Form SH
Amendment
SH-ER/A
Form SH
Weekly Form SH Notice Report Filed by
Institutional Investment Managers
SH-NT
Form SH
Amendment
SH-NT/A
Form RW
Registration Withdrawal Request
RW
Form RW
Withdrawal of a registration withdrawal
statement
RW WD
Form AW
Withdrawal of an amendment to a registration AW
statement filed under the Securities Act
Form AW
Withdrawal of an amendment registration
withdrawal statement
Form 425
Filing under Securities Act Rule 425 of certain 425
prospectuses and communications in
connection with business combination
transactions
AW WD
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink SH-ER/A
Online
Information
table only:
SH-ER
Information
Table XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Note: Form 425 can be filed as part of Form
8-K. For filers subject to 8K filing
requirements, we recommend the use of the
8-K combined form type as the easiest
method for fulfilling your filing requirement for
both forms.
EDGAR Filer Manual (Volume II)
3-66
September 2015
CFR Form/
Schedule/Rule
Submission
Type
Description
Form 25
Notification filed by issuer to voluntarily
25
withdraw a class of securities from listing and
registration on a national securities exchange
Form 25
Amendment
Form 25
Notification filed by national security exchange 25-NSE
to report the removal from listing and
registration of matured, redeemed or retired
securities
Form 25
Amendment
September 2015
25/A
25-NSE/A
3-67
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Distributed to Distributed to
National
National
Securities
Securities
Exchanges Exchanges
only
only
Distributed to Distributed to
National
National
Securities
Securities
Exchanges Exchanges
only
only
EDGAR Filer Manual (Volume II)
Section 16 Ownership Forms/Filings
CFR Form/
Schedule/Rule
Submission
Type
Description
Form 3
Initial statement of beneficial ownership 3
of securities
Form 3
Amendment
3/A
Form 4
Statement of changes in beneficial
ownership of securities
4
Form 4
Amendment
4/A
Form 5
Annual statement of changes in
beneficial ownership of securities
5
Form 5
Amendment
5/A
Tool/
FilerTemplate
Constructed
Number
Form Spec.
OnlineForms EDGAR
Ownership
XML Technical
Specification
OnlineForms EDGAR
Ownership
XML Technical
Specification
OnlineForms EDGAR
Ownership
XML Technical
Specification
OnlineForms EDGAR
Ownership
XML Technical
Specification
OnlineForms EDGAR
Ownership
XML Technical
Specification
OnlineForms EDGAR
Ownership
XML Technical
Specification
Section 17A Transfer Agent Forms/Filings
CFR Form/
Schedule/Rule
Submission
Type
Description
TA-1
Application for registration as a transfer TA-1
agent filed pursuant to the Securities
Exchange Act of 1934
TA-1
Amendment
TA-2
Annual report of transfer agent activities TA-2
filed pursuant to the Securities
Exchange Act of 1934
EDGAR Filer Manual (Volume II)
TA-1/A
3-68
Tool/
Template
Number
EDGARLite
TA-1
Template
EDGARLite
TA-1
Template
EDGARLite
TA-2
Template
FilerConstructed
Form Spec.
EDGAR
Form TA-1
XML Technical
Specification
EDGAR
Form TA-1
XML Technical
Specification
EDGAR
Form TA-2
XML Technical
Specification
September 2015
CFR Form/
Schedule/Rule
Tool/
Template
Number
EDGARLite
TA-2
Template
Submission
Type
Description
TA-2
Amendment
TA-2/A
TA-W
Notice of withdrawal from registration as TA-W
transfer agent filed pursuant to the
Securities Exchange Act of 1934
EDGARLite
TA-W
Template
FilerConstructed
Form Spec.
EDGAR
Form TA-2
XML Technical
Specification
EDGAR
Form TA-W
XML Technical
Specification
Table 3-4: Williams Act Filing Submission Types Accepted by EDGAR
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Schedule 13D
Schedule filed to report acquisition of
SC 13D
beneficial ownership of 5% or more of a
class of equity securities
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 13D
Amendment
SC 13D/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 13-E1
Schedule 13-E1 statement of issuer
required by Rule 13e-1
SC 13E1
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 13-E1
Amendment
SC 13E1/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 13E-3
Schedule filed to report going private
transactions
SC 13E3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 13E-3
Amendment
SC 13E3/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 13E4F
Issuer tender offer statement filed
pursuant to Rule 13(e)(4) by foreign
issuers
SC13E4F
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-69
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Schedule 13E4F
Amendment
Schedule 13G
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule filed to report acquisition of
SC 13G
beneficial ownership of 5% or more of a
class of equity securities by passive
investors and certain institutions
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 13G
Amendment
SC 13G/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14A-11
Information filed by certain nominating
shareholders (pursuant to Section 240
14n-1)
SC 14N
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14A-11
Amendment
SC 14N/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule TO-I
Issuer tender offer statement
SC TO-I
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule TO-I
Amendment
SC TO-I/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule TO-T
Third party tender offer statement
SC TO-T
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule TO-T
Amendment
SC TO-T/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
SC13E4F/A
Tool/
Template
Number
3-70
September 2015
CFR Form/
Schedule/ Rule
Schedule TO-C
Submission
Type
Description
Written communication relating to an
issuer or third party tender offer
Tool/
Template
Number
FilerConstructed
Form Spec.
SC TO-C
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Note: Form Schedule TO-C can be filed
as part of Form 8-K. For filers subject to
8-K filing requirements, we recommend
the use of the 8-K combined form type
as the easiest method for fulfilling your
filing requirement for both forms
Schedule 14D1F
Third party tender offer statement filed
pursuant to Rule 14d-1(b) by foreign
issuers
SC14D1F
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14D1F
Amendment
SC14D1F/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14D9-C Written communication by the subject
SC14D9C
company relating to a third party tender
offer
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14D9
Tender offer solicitation /
SC 14D9
recommendation statements filed under
Rule 14-d9
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14D9
Amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14D9F
Solicitation/recommendation statement SC14D9F
pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934 and
Rules 14d-1(b) and 14e-2(c) by foreign
issuers
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14D9F
Amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Schedule 14F-1
Statement regarding change in majority SC 14F1
of directors pursuant to Rule 14f-1
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
SC 14D9/A
SC14D9F/A
3-71
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Schedule 14F-1
Amendment
CB
CB
SC 14F1/A
Tool/
Template
Number
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Notification form filed in connection with CB
certain tender offers, business
combinations and rights offerings, in
which the subject company is a foreign
private issuer of which less than 10% of
its securities are held by U.S. persons
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
CB/A
Table 3-5: Investment Company Submission Types Accepted by EDGAR
CFR Form/
Schedule/ Rule
Submission
Type
Description
Forms S-1 & S-3
Registration statement for face-amount
certificate companies
Forms S-1 & S-3
FilerConstructed
Form Spec.
no info blank cell
no info blank cell
General form of registration statement for S-1
all companies including face-amount
certificate companies
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms S-1 & S-3
Pre-effective amendment
S-1/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms S-1 & S-3
Registration statement for specified
transactions by certain issuers including
face-amount certificate companies
S-3
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms S-1 & S-3
Pre-effective amendment
S-3/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-72
no info blank cell
Tool/
Template
Number
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Forms S-1 &S-3
Post-effective amendment to a registration POS AM
statement that is not immediately effective
upon filing
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms S-1 &S-3
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms S-1 &S-3
Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
no info blank cell
no info blank cell
Forms N-1 & N-1A Initial registration statement filed on Form N-1A
N-1A for open-end management
investment companies
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Pre-effective amendment to a registration N-1A/A
statement filed on Form N-1A for openend management investment companies
(this filing cannot be submitted as a 1940
Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Initial registration statement filed on Form N-1
N-1 for open-end management investment
companies
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Pre-effective amendment to a registration N-1/A
statement filed on Form N-1 for open-end
management investment companies (this
filing cannot be submitted as a 1940 Act
only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Post-effective amendment filed pursuant
to Securities Act Rule 485(a) (this filing
cannot be submitted as a 1940 Act only
filing)
485APOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Post-effective amendment filed pursuant
to Securities Act Rule 485(b) (this filing
cannot be submitted as a 1940 Act only
filing)
485BPOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Registration statement for open-end
management investment companies
September 2015
3-73
no info blank cell
EDGAR Filer Manual (Volume II)
Tool/
Template
Number
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Post-effective amendment filed pursuant 485BXT
to Securities Act Rule 485(b)(1)(iii) to
designate a new effective date for a posteffective amendment previously filed
pursuant to Securities Act Rule 485(a)
(this filing cannot be submitted as a 1940
Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Forms N-1 & N-1A Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Rule 498
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
CFR Form/
Schedule/ Rule
Submission
Type
Description
Forms N-1 & N-1A Post-effective amendment (for filings
made under the 1940 Act only)
POS AMI
Summary Prospectus for certain open-end 497K
management investment companies filed
pursuant to Securities Act Rule 497(k)
Cannot be used until March 31, 2009.
Rule 498
Profiles for certain open-end management 497K1
investment companies filed pursuant to
Securities Act Rule 497(k)(1)(i)
Will no longer be accepted after close of
business (5:30 PM EST) on March 30,
2009.
Rule 498
Profiles for certain open-end management 497K2
investment companies filed pursuant to
Securities Act Rule 497(k)(1)(ii)
Will no longer be accepted after close of
business (5:30 PM EST) on March 30,
2009.
EDGAR Filer Manual (Volume II)
3-74
September 2015
CFR Form/
Schedule/ Rule
Rule 498
Submission
Type
Description
Profiles for certain open-end management 497K3A
investment companies filed pursuant to
Securities Act Rule 497(k)(1)(iii)(A)
Tool/
Template
Number
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Will no longer be accepted after close of
business (5:30 PM EST) on March 30,
2009.
Rule 498
Profiles for certain open-end management 497K3B
investment companies filed pursuant to
Securities Act Rule 497(k)(1)(iii)(B)
Will no longer be accepted after close of
business (5:30 PM EST) on March 30,
2009.
Form N-2
Initial filing of a registration statement on
Form N-2 for closed-end investment
companies
Form N-2
Pre-effective amendment to a registration N-2/A
statement on Form N-2 for closed-end
investment companies (this filing cannot
be submitted as a 1940 Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Post-effective amendment (for filings
made under the 1940 Act only)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Post-effective amendment filed under the POS 8C
1933 Act only or under both the 1933 and
1940 Acts pursuant to Section 8(c) of the
1933 Act by closed-end investment
companies (this filing cannot be submitted
as a 1940 Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Filing of a Form N-2 registration statement N-2
by closed-end investment companies
pursuant to Securities Act Rule 486(a) for
the purpose of registering additional
shares of common stock
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Post-effective amendment to filing filed
pursuant to Securities Act Rule 486(a)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-75
N-2
POS AMI
486APOS
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Form N-2
Filing of a Form N-2 registration statement N-2
by closed-end investment companies
pursuant to Securities Act Rule 486(b) for
the purpose of registering additional
shares of common stock
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Post-effective amendment to filing filed
pursuant to Securities Act Rule 486(b)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Certification of no change in definitive
materials
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
A new registration statement on Form N-2 N-2MEF
filed under Securities Act Rule 462(b) by
closed-end investment companies of up to
an additional 20% of securities for an
offering that was registered on Form N-2
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Post-effective amendment to Securities
Act Rule 462(b) registration statement
POS462B
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Post-effective amendment to a registration POS462C
statement filed under Securities Act Rule
462(c)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Post-effective amendment filed solely to
add exhibits to a registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-76
486BPOS
497J
POS EX
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-2
Filings made pursuant to Rule 497(h)(2)
Form N-3
Initial registration statement on Form N-3 N-3
for separate accounts (management
investment companies)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-3
Pre-effective amendment to a registration N-3/A
statement on Form N-3 for separate
accounts (management investment
companies) (this filing cannot be
submitted as a 1940 Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-3
Post-effective amendment filed pursuant
to Securities Act Rule 485(a) (this filing
cannot be submitted as a 1940 Act only
filing)
485APOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-3
Post-effective amendment filed pursuant
to Securities Act Rule 485(b) (this filing
cannot be submitted as a 1940 Act only
filing)
485BPOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-3
Post-effective amendment (for filings
made under the 1940 Act only)
POS AMI
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-3
Post-effective amendment filed pursuant 485BXT
to Securities Act Rule 485(b)(1)(iii) to
designate a new effective date for a posteffective amendment previously filed
pursuant to Securities Act Rule 485(a)
(this filing cannot be submitted as a 1940
Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-3
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-3
Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-77
497H2
Tool/
Template
Number
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Form N-4
Initial registration statement on Form N-4 N-4
for separate accounts (unit investment
trusts)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Pre-effective amendment to a registration N-4/A
statement on Form N-4 for separate
accounts (unit investment trusts) (this
filing cannot be submitted as a 1940 Act
only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Pre-effective pricing amendment filed
pursuant to Securities Act Rule 487
487
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Post-effective amendment filed pursuant
to Securities Act Rule 485(a) (this filing
cannot be submitted as a 1940 Act only
filing)
485APOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Post-effective amendment filed pursuant
to Securities Act Rule 485(b) (this filing
cannot be submitted as a 1940 Act only
filing)
485BPOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Post-effective amendment filed pursuant 485BXT
to Securities Act Rule 485(b)(1)(iii) to
designate a new effective date for a posteffective amendment previously filed
pursuant to Securities Act Rule 485(a)
(this filing cannot be submitted as a 1940
Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Post-effective amendment (for filings
made under the 1940 Act only)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-4
Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-78
POS AMI
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Form N-5
Registration statement for small business N-5
investment companies
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-5
Pre-effective amendment to a registration N-5/A
statement on Form N-5 for small business
investment companies (this filing cannot
be submitted as a 1940 Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-5
Post-effective amendment (for filings
made under the 1940 Act only)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-5
Post-effective amendment filed under the POS 8C
1933 Act only or under both the 1933 and
1940 Acts pursuant to Section 8(c) of the
1933 Act by closed-end investment
companies (this filing cannot be submitted
as a 1940 Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-5
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-5
Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Registration statement for separate
accounts (unit investment trusts)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Pre-effective amendment to a registration N-6/A
statement filed on Form N-6 for separate
accounts (unit investment trusts)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Pre-effective pricing amendment filed
pursuant to Securities Act Rule 487
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
3-79
POS AMI
N-6
487
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Form N-6
Post-effective amendment filed pursuant
to Securities Act Rule 485(a) (this filing
cannot be submitted as a 1940 Act only
filing)
485APOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Post-effective amendment filed pursuant
to Securities Act Rule 485(b) (this filing
cannot be submitted as a 1940 Act only
filing)
485BPOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Post-effective amendment filed pursuant 485BXT
to Securities Act Rule 485(b)(1)(iii) to
designate a new effective date for a posteffective amendment previously filed
pursuant to Securities Act Rule 485(a)
(this filing cannot be submitted as a 1940
Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Post-effective amendment (for filings
made under the 1940 Act only)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-6
Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Initial registration statement filed on Form S-6
S-6 for unit investment trusts
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Pre-effective amendment
S-6/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Pre-effective pricing amendment filed
pursuant to Securities Act Rule 487
487
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
3-80
POS AMI
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Form S-6
Initial undertaking to file reports
UNDER
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Amendment
UNDER/A
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Post-effective amendment filed pursuant
to Securities Act Rule 485(a) (this filing
cannot be submitted as a 1940 Act only
filing)
485APOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Post-effective amendment filed pursuant
to Securities Act Rule 485(b) (this filing
cannot be submitted as a 1940 Act only
filing)
485BPOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Post-effective amendment filed pursuant 485BXT
to Securities Act Rule 485(b)(1)(iii) to
designate a new effective date for a posteffective amendment previously filed
pursuant to Securities Act Rule 485(a)
(this filing cannot be submitted as a 1940
Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form S-6
Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Initial registration statement filed on Form N-14
N-14 for open-end investment company,
including those filed with automatic
effectiveness under Rule 488 (business
combinations)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Pre-effective amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
September 2015
N-14/A
3-81
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
FilerConstructed
Form Spec.
Form N-14
Post-effective amendment filed pursuant
to Securities Act Rule 485(a) (this filing
cannot be submitted as a 1940 Act only
filing)
485APOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Post-effective amendment filed pursuant
to Securities Act Rule 485(b) (this filing
cannot be submitted as a 1940 Act only
filing)
485BPOS
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Initial registration statement filed on Form N-14 8C
N-14 by closed-end investment company
(business combinations)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Pre-effective amendment
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Post-effective amendment filed under the POS 8C
1933 Act only or under both the 1933 and
1940 Acts pursuant to Section 8(c) of the
1933 Act by closed-end investment
companies (this filing cannot be submitted
as a 1940 Act only filing)
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Certification of no change in definitive
497J
materials under paragraph (j) of Securities
Act Rule 497
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
A new registration statement filed on Form N-14MEF
N-14 by closed end investment companies
filed under Securities Act Rule 462(b) of
up to an additional 20% of securities for an
offering that was registered on Form N-14
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
Form N-14
Post-effective amendment to Securities
Act Rule 462(b) registration statement
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
N-14 8C/A
3-82
POS462B
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-14
Post-effective amendment to Securities
Act Rule 462(c) registration statement
Form N-14
Definitive materials filed under paragraph 497
(a), (b), (c), (d), (e) or (f) of Securities Act
Rule 497
September 2015
3-83
POS462C
Tool/
Template
Number
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Miscellaneous Filings Under the Securities Act
CFR Form/
Schedule/ Rule
Rule 425
Rule 473
Rule 477
Submission
Type
Description
Filing under Securities Act Rule 425 of
certain prospectuses and communications
in connection with business combination
transactions
425
Note: Form 425 can be filed as part of Form
8-K. For filers subject to 8-K filing
requirements, we recommend the use of the
8-K combined form type as the easiest
method for fulfilling your filing requirement
for both forms
Separately filed delaying amendment under DEL AM
Securities Act Rule 473 to delay
effectiveness of a 1933 Act registration
statement
Withdrawal of an application for exemptive APP WD
or other relief from the federal securities
laws
Rule 477
APP WD/A
Withdrawal of an amendment to an
application for exemptive or other relief from
the federal securities laws
Rule 477
Registration Withdrawal Request
Rule 477
Withdrawal of a request for withdrawal of a RW WD
registration statement
Rule 477
Withdrawal of amendment to a registration
statement filed under the Securities Act
Rule 477
Withdrawal of a request for withdrawal of an AW WD
amendment to a registration statement
Rule 482
Filing by certain investment companies of
Securities Act Rule 482 advertising in
accordance with Securities Act Rule 497
EDGAR Filer Manual (Volume II)
3-84
RW
AW
497AD
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
Registration of Securities by Certain Investment Companies Pursuant to Rule 24F-2
CFR Form/
Schedule/ Rule
Submission
Type
Description
Rule 24F-2
Rule 24f-2 notice filed on Form 24F-2
24F-2NT
Rule 24F-2
Amendment
24F-2NT/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Other Company Act Registration Statements
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-8A
Initial notification of registration under
Section 8(a) filed on Form N-8A
N-8A
Form N-8A
Amendment
N-8A/A
Form N-8B-2
Initial registration statement for unit
investment trusts filed on Form N-8B-2
N-8B-2
Form N-8B-2
Amendment
N-8B-2/A
Form N-8B-3
Initial registration statement for periodic
payment plans filed on Form N-8B-3
N-8B-3
Form N-8B-3
Amendment
N-8B-3/A
Form N-8B-4
Initial registration statement for face-amount N-8B-4
certificate companies filed on Form N-8B-4
September 2015
3-85
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Form N-8B-4
Submission
Type
Description
Amendment
EDGAR Filer Manual (Volume II)
N-8B-4/A
3-86
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
Submission Types for Business Development Companies
CFR Form/
Schedule/ Rule
Form N-6F
Form N-6F
Submission
Type
Description
Notice of intent by business development
N-6F
companies to elect to be subject to Sections
55 through 65 of the 1940 Act filed on Form
N-6F
Amendment
N-6F/A
Form N-54A
Notification of election by business
development companies filed on Form N54A
N-54A
Form N-54A
Amendment
N-54A/A
Form N-54C
Notification of withdrawal by business
development companies filed on Form N54C
N-54C
Form N-54C
Amendment
N-54C/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Other Investment Company Submission Types
CFR Form/
Schedule/ Rule
Rule 8b-25(a)
Form 17F-1
Form 17F-1
September 2015
Submission
Type
Description
Filing by investment company of application 40-8B25
under Investment Company Act Rule 8b25(a) requesting extension of time for filing
certain information, document or report
Initial certificate of accounting of securities 40-17F1
and similar investments in the custody of
management investment companies filed
pursuant to Rule 17f-1 of the Investment
Company Act of 1940 filed on Form N-17F-1
Amendment
40-17F1/A
3-87
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Form 17F-2
Form 17F-2
Rule 17g-1(g)(1)
Rule 17g-1(g)(1)
Rule 17g-1(g)(2)
or (3)
Rule 17g-1(g)(2)
or (3)
Rule 24b-2
Rule 24b-2
ICA Section 33
ICA Section 33
Submission
Type
Description
Initial certificate of accounting of securities 40-17F2
and similar investments in the custody of
management investment companies filed
pursuant to Rule 17f-2 of the Investment
Company Act of 1940 filed on Form N-17F-2
Amendment
40-17F2/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Fidelity bond filed pursuant to Rule 17g40-17G
EDGARLink EDGARLink
1(g)(1) of the Investment Company Act of
Online
Online XML
1940
Technical
Specification
Amendment
40-17G/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Filings of claim or settlement pursuant to
40-17GCS
EDGARLink EDGARLink
rule 17g-1(g)(1)(2) or (3) of the Investment
Online
Online XML
Company Act of 1940
Technical
Specification
Amendment
40-17GCS/A EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Filing of sales literature pursuant to Rule
40-24B2
EDGARLink EDGARLink
24b-2 under the Investment Company Act of
Online
Online XML
1940
Technical
Specification
Amendment
40-24B2/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Copies of all stockholder derivative actions 40-33
EDGARLink EDGARLink
filed with a court against an investment
Online
Online XML
company or an affiliate thereof pursuant to
Technical
Section 33 of the Investment Company Act
Specification
of 1940
Amendment
40-33/A
EDGARLink EDGARLink
Online
Online XML
Note: May be filed electronically on a
Technical
voluntary basis.
Specification
EDGAR Filer Manual (Volume II)
3-88
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-18F-1
Initial notification of election pursuant to
Rule 18f-1 filed on Form N-18F-1
N-18F1
Form N-18F-1
Amendment
N-18F1/A
Rule 23c-2(b)
Notice by closed-end investment companies N-23C-2
of intention to call or redeem their own
securities under Investment Company Act
Rule 23c-2
Rule 23c-2(b)
Amendment
Form N-23C-3
Notification of periodic repurchase offer
Filed pursuant to Rule 23c-3(b) only
Form N-23C-3
Amendment
Form N-23C-3
Filing pursuant to Rule 23c-3(c) only on
Form N-23C-3
Form N-23C-3
Amendment
Form N-23C-3
Filing pursuant to Rule 23c-3(b) and (c) on
Form N-23C-3
Form N-23C-3
Amendment
September 2015
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N-23C-2/A
3-89
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N-23C-3A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N-23C-3A/A EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N-23C-3B
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N-23C-3B/A EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N-23C-3C
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N-23C-3C/A EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-27D-1
Accounting for segregated trust accounts on N-27D-1
Form N-27D-1
Form N-27D-1
Amendment
N-27D-1/A
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Periodic Reports for Registered Investment Companies
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-SAR
Semi-annual report for management
companies filed on Form N-SAR
NSAR-A
Form N-SAR
Amendment
NSAR-A/A
Form N-SAR
Transitional semi-annual report filed on
Form N-SAR
NSAR-AT
Form N-SAR
Amendment
NSAR-AT/A
Form N-SAR
Annual report for management companies
filed on Form N-SAR
NSAR-B
Form N-SAR
Amendment
NSAR-B/A
Form N-SAR
Transitional annual report filed on Form NSAR
NSAR-BT
Form N-SAR
Amendment
NSAR-BT/A
EDGAR Filer Manual (Volume II)
3-90
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-SAR
Annual report for unit investment trusts filed NSAR-U
on Form N-SAR
Form N-SAR
Amendment
NSAR-U/A
Form N-CR
Current Report of Money Market Fund
Material Events
N-CR
Form N-CR
Amendment
N-CR/A
Form N-CSR
Certified annual shareholder report of
registered management investment
companies filed on Form N-CSR
N-CSR
Form N-CSR
Amendment
N-CSR/A
Form N-CSR
Certified semi-annual shareholder report of N-CSRS
registered management investment
companies filed on Form NCSR
Form N-CSR
Amendment
N-CSRS/A
Form N-MFP
Monthly Schedule of Portfolio Holdings of
Money Market Funds
N-MFP
Form N-MFP
Amendment
N-MFP/A
September 2015
3-91
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
N/A
EDGAR
Form N-MFP
XML
Technical
Specification
N/A
EDGAR
Form N-MFP
XML
Technical
Specification
EDGAR Filer Manual (Volume II)
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-PX
Annual Report of Proxy Voting Record of
Registered Management Investment
Companies filed on Form N-PX
N-PX
Form N-PX
Amendment
N-PX/A
Form N-PX
Annual Form N-PX Combination Report filed N-PX-CR
by institutional managers
Form N-PX
Amendment
N-PX-CR/A
Form N-PX
Annual Report of Proxy Voting Record of
Registered Management Investment
Companies that includes proxy votes
institutional managers
N-PX-FM
Form N-PX
Amendment
N-PX-FM/A
Form N-PX
Annual Form N-PX Notice filed by
institutional managers
N-PX-NT
Form N-PX
Amendment
N-PX-NT/A
Form N-PX
Annual Form N-PX Voting Report filed by
institutional managers
N-PX-VR
Form N-PX
Amendment
N-PX-VR/A
EDGAR Filer Manual (Volume II)
3-92
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-Q
Quarterly Schedule of Portfolio Holdings of N-Q
Registered Management Investment
Company filed on Form N-Q
Form N-Q
Amendment
Rule 12b-25
Notice under Exchange Act Rule 12b-25 of NT-NSAR
inability to timely file Form NSAR
Rule 12b-25
Amendment
Rule 12b-25
Notice under Exchange Act Rule 12b25 of NT-NCSR
inability to timely file Form NCSR (annual or
semi-annual report)
Rule 12b-25
Amendment
Rule 30b2-1
Initial annual and semi-annual reports
N-30D
mailed to investment company shareholders
pursuant to Rule 30e-1 (other than those
required to be submitted as part of Form NCSR)
Rule 30b2-1
Amendment
Rule 30b2-1
Periodic and interim reports mailed to
N-30B-2
investment company shareholders (other
than annual and semi-annual reports mailed
to shareholders pursuant to Rule 30e-1)
September 2015
N-Q/A
NT-NSAR/A
NT-NCSR/A
N-30D/A
3-93
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Regulation E Filings
Regulation E
Notification under Regulation E by small 1-E
business investment companies and
business development companies filed on
Form 1-E.
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Regulation E
Amendment to a notification under
1-E/A
Regulation E by small business
investment companies and business
development companies filed on Form 1-E
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Regulation E
Sales material filed pursuant to Rule 607 1-E AD
under Regulation E
Regulation E
Amendment to sales material filed
1-E AD/A
pursuant to Rule 607 under Regulation E
Regulation E
Report of sales of securities pursuant to
Rule 609 under Regulation E filed on
Form 2-E
2-E
Regulation E
Amendment of a report of sales of
securities pursuant to Rule 609 under
Regulation E filed on Form 2-E
2-E/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
CFR Form/
Schedule/ Rule
Submission
Type
Description
EDGAR Filer Manual (Volume II)
3-94
September 2015
Application for an Order under the Investment Company Act
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Rule 0-2
Application under the Investment Company 40-OIP
Act submitted pursuant to Investment
Company Act Rule 0-2 reviewed by the
Office of Insurance Products
Rule 0-2
Amendment to an application under the
Investment Company Act submitted
pursuant to Investment Company Act Rule
0-2 reviewed by the Office of Insurance
Products
Rule 0-2
Application under the Investment Company 40-6B
Act by an employees’ securities company
submitted pursuant to Investment Company
Act Rule 0-2
Amendment to an application under the
40-6B/A
Investment Company Act by an employees’
securities company submitted pursuant to
Investment Company Act Rule 0-2
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Rule 0-2
Application under the Investment Company 40-APP
Act submitted pursuant to Investment
Company Act Rule 0-2 other than those
reviewed by Office of Insurance Products
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
Rule 0-2
Amendment to an application under the
Investment Company Act submitted
pursuant to Investment Company Act Rule
0-2 other than those reviewed by Office of
Insurance Products
Rule 0-2
September 2015
3-95
40-OIP/A
40-APP/A
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGAR Filer Manual (Volume II)
Application for Deregistration of Investment Companies
CFR Form/
Schedule/ Rule
Submission
Type
Description
Form N-8F
Application for deregistration made on Form N-8F
N-8F
Form N-8F
Amendment
Rule 0-2
Initial application for deregistration pursuant 40-8F-2
to Investment Company Act Rule 0-2
Rule 0-2
Amendment
EDGAR Filer Manual (Volume II)
N-8F/A
40-8F-2/A
3-96
Tool/
FilerTemplate Constructed
Number
Form Spec.
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
EDGARLink EDGARLink
Online
Online XML
Technical
Specification
September 2015
Table 3-6: Development Bank Submission Types Accepted by EDGAR
CFR Form/
Schedule/ Rule
Submission
Type
Description
Tool/
Template
Number
EDGARLink
Online
QRTLYRPT
Periodic Development Bank filing,
submitted quarterly
QRTLYRPT
QRTLYRPT
Amendment
QRTLYRPT/ A EDGARLink
Online
ANNLRPT
Periodic Development Bank filing,
submitted annually
ANNLRPT
EDGARLink
Online
ANNLRPT
Amendment
ANNLRPT/A
EDGARLink
Online
DSTRBRPT
Distribution of primary obligations
Development Bank report
DSTRBRPT
EDGARLink
Online
DSTRBRPT
Amendment
DSTRBRPT/A EDGARLink
Online
FilerConstructed
Form Spec.
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online XML
Technical
Specification
Note: (1) These submission types are to be filed ONLY by the Development Banks. BW-2 and
BW-3 submission types have been rescinded; please use QRTLYRPT, ANNLRPT, and
DSTRBRPT Form Types.
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EDGAR Filer Manual (Volume II)
Table 3-7: Correspondence Submission Types
CFR Form/
Schedule/ Rule
Submission
Type
Description
Correspondence A correspondence can be sent as a
CORRESP
document with another submission type
or can be sent as a separate
submission. Correspondence is not
publicly disseminated immediately. The
SEC staff may release all or portions of
these documents electronically if they
relate to the staff’s review process. See
SEC Press Release 2004-89, “SEC
Staff to Publicly Release Comment
Letters and Responses.”
DRSLTR
Correspondence Letters to SEC staff regarding draft
Related to Draft registration statements can either be
Registration
included in the DRS submission as a
COVER document or must be submitted
Statement
as a separate DRSLTR submission.
Filers should not submit
correspondence to the staff using the
CORRESP form type until they begin
making public filings to complete their
offerings. This allows the SEC staff to
easily associate correspondence during
the draft review with the draft
registration statement.
DOSLTR
Draft Offering
Letters to SEC staff regarding draft
Statement Letter offering statements can either be
included in the DOS submission as a
COVER document or must be submitted
as a separate DOSLTR submission.
Filers should not submit
correspondence to the staff using the
CORRESP form type until they begin
making public filings to complete their
offerings. This allows the SEC staff to
easily associate correspondence during
the draft review with the draft offering
statement.
EDGAR Filer Manual (Volume II)
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Tool/
Template
Number
FilerConstructed
Form Spec.
EDGARLink
Online
EDGARLink
Online XML
Technical
Specification
EDGARLink
Online
N/A
EDGARLink
Online
N/A
September 2015
4.
FILING FEE INFORMATION
You must pay filing fees when you submit most registration statements under the Securities Act
of 1933 and transactional filings such as merger proxy statements under the Securities Exchange
Act of 1934. You do not pay an initial registration fee for mutual fund and unit investment trust
registration statements, but you pay fees each year when you file your Form 24F-2.
If your filing is fee bearing and adequate funds are not available in your account, the filing will
eventually be suspended. Fees are charged for fee bearing filings regardless of the type of tool
used to construct your filing.
U.S. Department of Treasury Financial Management Service (U.S. Treasury FMS) has designated
a new financial agent, U.S. Bank in St. Louis, Missouri, to support the SEC’s depository
requirement. U.S. Bank will take over depository responsibilities from Mellon Bank on February
4, 2008. All wire and check payments must be sent to U.S. Bank starting February 4, 2008. No
payments should be sent to Mellon Bank on or after this date.
Note: When you transmit a test submission, EDGAR will check your U.S. Bank fee deposit and
inform you if you are lacking your fees.
You must follow the procedures outlined below to send fees electronically to U.S. Bank in St.
Louis, Missouri.
4.1
Where to Pay Filing Fees
Paper Filers: All filing fees MUST be sent to U.S. Bank in St. Louis, Missouri. You may make the
payment to U.S. Bank by wire transfer or check by mail. U.S. Bank does not support hand
delivery. We cannot accept personal checks for payment of fees.
U.S. Bank is the U.S. Treasury FMS designated depository of SEC filing fees. The hours of
operation at U.S. Bank are 8:30 A.M. to 6:00 P.M. Eastern time for wire transfers. Please allow
sufficient time to complete your fee transactions prior to submitting filings that require fees. We
will not accept your filing if we have not received sufficient funds when you file. We will,
however, accept a rule 462(b) filing submitted between 5:30 P.M. and 10:00 P.M. Eastern time if
the fee is received no later than the close of business on the next business day.
4.2
How to Send Filing Fees to U.S. Bank
Specific instructions on the various methods of making fee payments to U.S. Bank are as follows:
Wire Transfer: Any bank or wire transfer service may initiate wire transfers of filing fee
payments through the FEDWIRE system to U.S. Bank. You do not need to establish an
account at U.S. Bank in order to remit filing fee payments.
You must include the U.S. Treasury account number designated for SEC filers and the
payor’s SEC-assigned CIK (Central Index Key) number (also known as the SEC-assigned
registrant or payor account number) in the wire transfer. To ensure proper credit and
prompt filing acceptance you also must follow the FEDWIRE Instructions precisely and
provide the required information in the proper format. You may obtain the Instructions for
Wire Transfer (FEDWIRE) and the U.S. Treasury account number by logging into the
EDGAR Filing Website and selecting the ‘Fees’ link from the EDGAR menu. On the
EDGAR Filing Fee Information page that displays, click the topic hyperlink ‘Instructions
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EDGAR Filer Manual (Volume II)
for Wire Transfer (FEDWIRE)’. You may also refer to the FEDWIRE Instructions at the
following Internet address: (http://www.sec.gov/info/edgar/fedwire.htm).
Mail and Hand Delivery: For mail or hand delivery of fee payments, you should:
● Make checks and money orders payable to the Securities and Exchange Commission,
omitting the name or title of any official of the Commission; and
● Include on the front of the check or money order the U.S. Treasury account number
designated for SEC filers and the CIK number of the account to which the fee is to be
applied. (You may obtain the U.S. Treasury account number by logging into the
EDGAR Filing Website and selecting the ‘Fees’ link from the EDGAR menu. Click
the topic hyperlink ‘How to Send Filing Fees to the US bank’ on the EDGAR Filing
Fee Information page for the account number.)
● Remit fee payments via United States Postal Service (USPS) to the following P.O
Box address:
Securities and Exchange Commission
P.O Box 979081
St. Louis, MO 63197-9000
● Hand delivered fee payments are not supported by U.S. Bank.
Remit fee payments via common carriers such as FedEx, Airborne, DHL, or UPS to
the following address:
U.S. Bank
Government Lockbox 979081
1005 Convention Plaza
SL-MO-C2-GL
St. Louis, MO 63101
4.3
How to View Fee Account Information
Filers can view their account balance as well as the date and amount of their most recent deposit
via the EDGAR Filing Website. Additionally, filers can view their account activity statement for
the previous 12 months, one month at a time. Refer to Section 5.6, “View Fee Account
Information” in Volume I of the Filer Manual for information on how to view your account
balance information and account activity statement.
4.4
How to Request a Return of Unused Funds
Filers must request a return of unused account funds via the EDGAR Filing Website. Refer to
Section 5.5, “Request Return of Unused Funds” in Volume I of the Filer Manual for information
on how to request a refund of your funds.
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September 2015
4.5
Filings that Require Filing Fees
4.5.1
1933 Act Filings by Corporations
You must pay a filing fee with the following 1933 Act filings: F-1, F-10, F-10EF, F-3, F-3D, F-4,
F-4EF, F-6, F-6EF, F-7, F-8, F-80, F-9, F-9EF, S-1, S-11, S-20, S-3, S-3D, S-4, S-4EF, S-8, S-B,
and SF-1.
You also must pay a fee with all rule 462(b) filings — submission types with an “MEF” suffix
(e.g., SF-3MEF). For Form SF-3 submissions, a filing fee is required at the time of filing only if
you select the ‘Pay in Advance’ option.
You must pay a filing fee on pre-effective amendments to registration statements (e.g., S-1/A) if
additional securities are being registered in the amendment. Since you cannot register additional
securities by post-effective amendment in registration statements that are not automatic shelf
registration statements, no fee is required for these filings (e.g., S-3POS).
If you have indicated that there is a “Fee Table in Prospectus,” then a fee is required for the
following 1933 Act filings: 424B1, 4242B2, 424B3, 424B4, 424B5, 424B7, 4242B8, 424H, and
424H/A.
For the 1933 Act filings, F-3ASR, S-3ASR, and POSASR a well-known seasoned issuer who is
filing or has filed an automatic shelf registration statement can choose to pay filing fees in
advance of a takedown. The payment of fees in advance is not applicable if the issuer chooses the
‘Pay as you go’ option.
Refer to Table 7-7: Fields Available on Offering & Fees Page in Chapter 7 for more information.
A fee will be required for the following 1933 Act filings if a well-known seasoned issuer has filed
an automatic shelf registration statement and has indicated that there is a “Fee Table in
Prospectus”: 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, and 424B8.
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EDGAR Filer Manual (Volume II)
4.5.2
1934 Act Filings
You must pay a filing fee with the following 1934 Act filings: SC TO-T, SC TO-I, SC 13E-3,
SC13E4F, and SC14D1F.
A fee is sometimes required for the following 1934 Act filings: PREM14A, PREM14C,
PRER14A, PRER14C, and SC 13E1.
4.5.3
1933 and 1940 Act Filings by Investment Companies
You must pay a filing fee with the following EDGAR submissions made by investment
companies:24F-2NT, N-2, N-5, N-14 8C, and N-14MEF.
4.6
How to Calculate a Filing Fee
4.6.1
1933 Act Filings
The Commission sets filing fees under Section 6(b) of the Securities Act of 1933 for registration
statements, including fees paid by investment companies with their Form 24F-2 submissions
(24F-2NT), in accordance with the Investment and Capital Markets Fee Relief Act signed on
January 16, 2002. (Filing fees for any fiscal year will be set no later than April 30 of the prior
fiscal year.) Effective October 1, or five days after the date on which the Commission receives its
fiscal year regular appropriation, whichever date comes later, the fee rate will change.
For a 1933 Act filing other than a 24F-2NT or an automatic shelf registration statement, the
aggregate total dollar amount of securities registered will appear in the pricing table on the cover
page of the registration statement. Examples appear below for fee calculation for a registration
statement and for an amendment filing.
4.6.1.1 1933 Act Filings Example 1
Company A files a registration statement on August 30, 2003, covering a proposed public
offering of one million shares of common stock. The registration statement also covers an
offering of notes totaling $500 million. Company A's common stock is trading on NASDAQ at
$16 1/2 per share. The 1933 Act fee for the registration statement would be $41,784.85 based on a
fiscal year 2003 fee rate of $80.90 per million dollars. The calculation is presented below.
template amount for common stock = 16500000 (1 million shares times the $16.5 market price)
template amount for common stock = 16500000 (1 million shares times the $16.5 market price)
template amount for debt
= 500000000 (total debt dollar amount registered)
total dollar amount registered
= 516500000
total fee calculation
= 516,500,000 times .0000809 = $41,784.85
4.6.1.2 1933 Act Filings Example 2
On January 17, 2004, Company A decides to amend its registration to add an additional 250,000
shares of common stock to the proposed offering. Company A's common stock is now trading on
NASDAQ at $15 per share. The additional 1933 Act fee required with the registration statement
amendment would be $475.13. The calculation is presented below.
template amount for common stock = 3750000 (250,000 shares times the $15 market price)
EDGAR Filer Manual (Volume II)
4-4
September 2015
fee calculation
4.6.2
=
3,750,000 times .0001267 = $475.13
1934 Act Filings
The basis for calculating the filing fee for transactional filings under sections 13(e) and 14(g) of
the Securities Exchange Act of 1934 is set forth in Rule 0.11 under the Act. In general, the fee is
determined by multiplying the value of the transaction times the current fee rate. The value of the
transaction is equal to one of the following:
●
For going private transactions, the value of the securities to be acquired by the acquiring
company
●
For proxy statements relating to a merger, acquisition or consolidation, the proposed cash
payment and value of securities and other property to be transferred to the acquiring
company
●
For proxy statements relating to a proposed sale of assets, the aggregate of cash and the
value of securities and other property to be received by the registrant
●
For tender offers, the value of securities or other property offered by the bidder
4.6.2.1 1934 Act Filings Example
On January 8, 2003 Company A makes a $1 billion cash tender offer for the securities of
Company B. The fee required with the SC TO-T filing by Company A is $92,000. The fee was
calculated by multiplying the $1,000,000,000 bid amount times the fee charge of 0.000092.
4.6.3
1939 Act Filings
The “Investor and Capital Markets Fee Relief Act” eliminated the Form T-3 $100 filing fee
requirement under the 1939 Act.
4.7
Offsetting Fees
SEC regulations provide that only one fee is required for each transaction. In some instances,
more than one SEC filing may be made with respect to a single transaction. EDGAR permits the
issuer to offset the amount of fees due on a current filing with fees paid on a previous filing
relating to the same transaction. An example of where a fee offset may be used appears below.
Note that the fee rates used in the following example may differ from those currently in effect.
Click the ‘Fee Rate Table’ link on the EDGAR Filing Website to view the current fee rates before
assembling your fee-bearing submissions.
4.7.1
Offsetting Fees Example
Company A will issue 2 million shares of its common stock to acquire all the outstanding 3
million shares of Company B. Only Company B shareholders will vote on the acquisition.
Company A shares trade on the New York Stock Exchange at $23 per share and Company B
shares trade on NASDAQ at $7 1/2 per share. When Company B files its preliminary proxy
material (PREM14A) describing the proposed acquisition by Company A, Company B will need
to pay a filing fee of $2,070.
To calculate the fee, first you need to determine the value of the securities to be received by the
acquiring company, in this case, Company A. The value ($22,500,000) was calculated by
multiplying the outstanding shares of Company B (3,000,000 shares) by the market price of
Company B’s stock ($7 1/2 per share). You then arrive at the amount of the required fee payment
September 2015
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EDGAR Filer Manual (Volume II)
($2,070) by multiplying the computed securities value amount by the fee rate of $92 per million
dollars (0.000092).
When Company A subsequently files its Form S-4 registration statement to register the securities
it intends to issue in the acquisition of Company B, it will be required to pay a fee also totaling
$2,070. The amount is the same because the basis for calculating the fee is the same under the
1933 and 1934 Acts. To ensure that only one fee is paid per transaction, when Company A files
the registration statement, it must include Offset Payment tags in the header of their document.
For the “AMOUNT” tag value, the company should indicate the dollar amount of the fees already
paid in the prior filing ($2,070). Also needed are the CIK of the filer/registrant (Company B) who
previously paid the offset amount, the Form type (PREM14A) where the offsetting amount was
paid, and the file number of the PREM14A filing.
Rule 457(p) of Regulation C also permits you to offset a fee paid with respect to securities that
remain unsold after the completion, termination, or withdrawal of an offering. The total aggregate
dollar amount of the filing fee associated with the unsold securities may be offset against the total
filing fee due for a subsequent registration statement or registration statements filed within five
years of the initial filing date of the earlier registration statement. If the amount of the offset is
more than the total fee due on the new registration statement, the remaining amount may be offset
against future registration statements filed within five years of the new registration statement. The
procedures for using the offset are the same as those discussed above.
For a 24F-2NT, the fee is computed as a percentage of net sales. An example of a fee calculation
for a 24F-2NT appears below.
4.7.2
Example of Fee Calculation for 24F-2NT
For a 24F-2NT, the fee is computed as a percentage of net sales. An example of a fee calculation
for a 24F-2NT appears below.
Fund F files a 24F-2NT on February 27, 2004, for the fiscal year ended November 30, 2004. Fund
F fills out the items of Form 24F-2. The aggregate sale price of securities sold during the prior
fiscal year pursuant to section 24(f) of the Investment Company Act of 1940 was $1,000,000. The
total available redemption credits were $600,000. The net sales were $400,000. The 1933 Act fee
payable with the 24F-2NT filing would be $50.68, based on the SEC’s fiscal year 2004 fee rate of
$126.70 per million dollars. The fee calculation is presented here:
Header amount for Sale-Proceeds
= $1,000,000
Header amount for Redeemed Value = $600,000
Fee calculation based on net sales
= $400,000 times .00012670 = $50.68
If the fee is calculated separately for each series of a series fund or each class of a multi-class
fund, you need to check the “Itemize” check box on the EDGAR template and enter the series (or
class [contract]) identifiers, Sales Proceeds, and Redeemed Value for each identifier. The fee for
each identifier will be automatically calculated.
EDGAR Filer Manual (Volume II)
4-6
September 2015
4.8
Common Problems
Problem
Fee not available
September 2015
Description
Filers are responsible for depositing funds in advance of their filing
when the filing requires a fee. Sometimes the correct fee for the filing
is not available. This may be due to a calculation error on the filer’s
part or an issue with the funds not being deposited.
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EDGAR Filer Manual (Volume II)
5.
CONSTRUCTING ATTACHED DOCUMENTS AND DOCUMENT TYPES
5.1
Introduction
This chapter includes the specifics of preparing a document for filing an electronic submission.
Your successful creation of electronic submissions requires that both the sending and receiving
computers must “speak” the same language. For EDGAR to read what it receives, you must
prepare your documents in American Standard Code for Information Interchange (ASCII) or
HTML, version 3.2. You may also use PDF and XBRL for documents that are unofficial (when
certain specific criteria are met, a PDF or XBRL attachment may qualify as an official document).
In this section, you will find a discussion of ASCII and a listing of the characters recognized by
EDGAR. You can prepare your documents using a word processing application that supports
ASCII, HTML editor, or Adobe Acrobat on your PC. Create each document in separate files.
Notes:
(1) We do not include XML in the document formats under discussion in this chapter
since the tools we provide you help create these documents. You do not have to be
concerned about this document format if you use the tools provided.
(2) You must keep a manually signed signature page (or equivalent document) for five
years.
5.1.1
File Naming Standards
For EDGARLink Online submissions, document file names must be upper or lower case and no
longer than 32 characters in length. The names must start with a letter (a-z) or a number (0-9) and
may not contain spaces. File names may contain any number of periods (.), hyphens (-), and
underscore (_) characters and must end with *.htm, *.txt, *.pdf, *.fil, *.jpg, *.gif, *.xsd, or *.xml
extensions. EDGARLink Online will not allow you to add an improperly named file. We
recommend that you give the new file a distinctive name.
For example:
●
r10q-630.txt (the file saved in ASCII)
●
r10q-630.htm (the same file saved in HTML format)
●
r10q-630.pdf (the same file converted to PDF format)
For Types 1 and 2 modules and segments, the file names and module or segment names must be
unique for each of these submission parts. Details on naming standards for modules and segments
are available in Section 5.3, “Preparing or Referencing Module and Segment Documents.”
5.1.2
Statutory Signatures
In many cases, the securities laws require filed documents to be signed. You must type your
signature for an electronic filing to meet this requirement. See Rule 302 of Regulation S-T. Rule
302 of Regulation S-T requires you to retain a manually signed signature page or other document
that authenticates, acknowledges, or otherwise adopts the signature that appears in typed form
within an electronic filing. You must retain this signature page for five years.
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EDGAR Filer Manual (Volume II)
An example of a signature as it would appear in an electronic filing is:
HERBERT JONES
HERBERT JONES
OR
HERBERT JONES
HERBERT JONES
CHIEF FINANCIAL OFFICER
OR (For Investment Management Filers)
HERBERT JONES
If you are submitting signatures for powers of attorney, consents of experts, or any other required
signature, you must submit them in the typed form specified above.
5.2
Document Formats
5.2.1
ASCII Documents
This section discusses the character types allowed and not allowed inside your ASCII submission
documents. It also covers the use of a limited set of tags within these documents.
5.2.1.1 Valid ASCII Characters
EDGAR recognizes a subset of standard ASCII characters. You should use only the list of
characters listed in Table 5-1: Characters Allowable Within a Filing, in your filing. If you use
characters or commands outside of this set in your EDGAR submission, EDGAR may suspend
the filing.
Table 5-1: Characters Allowable Within a Filing
Character
Description
0-9
numeric characters
A-Z
upper case alphabet
a-z
lower case alphabet
`
back quote/grave accent
~
tilde
!
exclamation point
@
At sign
#
number (pound) sign
$
dollar sign
%
percent sign
&
Ampersand
*
asterisk (star)
(
left parenthesis
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September 2015
Character
Description
)
right parenthesis
.
period
-
hyphen
+
plus sign
[space bar]
space bar key
{
left brace
}
right brace
[
left bracket
]
right bracket
|
vertical line
\
back slash (reverse virgule)
:
colon
;
semi-colon
“
quotation mark
Note: Not a valid character in a header tag value. It is valid within the text of a document.
‘
single quote/apostrophe
<
less-than (left angle bracket)
>
greater-than (right angle bracket)
,
comma
_
underline (may be used on a separate line or between characters, but not to underline a
character)
?
question mark
/
slash (virgule)
=
equal sign
EDGAR also recognizes the following control characters:
●
Horizontal tab (will not cause the filing to be suspended; however, EDGAR will not
display the effect in the filing)
●
Line feed
●
Carriage return
●
Form feed (page break)
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EDGAR Filer Manual (Volume II)
5.2.1.2 Common Symbols that EDGAR Does Not Recognize
There are a few common symbols frequently available in word processing software that EDGAR
does not recognize. The most common of these symbols are listed in Table 5-2: Unrecognized
Symbols in EDGAR. When including these symbols, please spell out the name.
The following unrecognizable symbols also apply to HTML 3.2 formatted submissions; however,
within HTML you can represent these symbol characters using a W3C-approved “extended
reference set” of characters. See Section 5.2.2, “HTML,” for more detailed information.
Table 5-2: Unrecognized Symbols in EDGAR
Character
Description
¢
cent
£
pound sterling
¥
yen
•
bullet
†
dagger
‡
double dagger trademark
¶
paragraph
§
section
©
copyright
®
registered
™
trademark
When EDGAR encounters characters that it does not recognize, it inserts a circumflex (^) and
usually suspends the submission. In some cases, EDGAR can accept the filing with a limited
number of unrecognized characters.
5.2.1.2.1
How the Requirement for ASCII Affects Word Processing
You can use many popular word processing and spreadsheet applications to save a document as
an ASCII text file. The process for saving to ASCII varies from one software package to another,
and it may be called “MS-DOS text with line breaks,” “save as text only file,” “MS-DOS text
with layout,” or “save as ASCII DOS text.”
Word processing software includes various control codes that are used to indicate document style
and format (e.g., bold face, underlining, italics, special characters or symbols, automatic
pagination, headers/footers, and print fonts). Because these codes are not part of the standard
ASCII character set, and EDGAR does not recognize them, you must remove them from all files
that you submit to EDGAR. If you save a document prepared with word processing software as an
ASCII text file, most word processing control codes will be removed.
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September 2015
You should remember the following about ASCII conversions:
●
Advanced word processing features such as footnoting often do not properly convert to
ASCII. There are some exceptions when special procedures are used; consult your word
processing manual. You may have to manually construct footnotes and other document
elements the way you would if you were using a typewriter.
●
You should turn Auto-hyphenation off when preparing EDGAR documents.
●
We encourage you to verify that your word processing software package creates accurate
ASCII output by using the EDGARLink Online “Doc Validation” option, or by submitting
a test filing.
●
You may have problems if you convert tabular or columnar material to ASCII. If you use
tabs with proportional type fonts, the columns may not be in the same position when you
convert to ASCII. Even when you use non-proportional fonts in the word processing, the
number of spaces inserted in ASCII to replace tabs may not be consistent with the original
text. We encourage you to check the ASCII version of your tabular material before
transmitting to us and put in manual spaces (using your space key) as placeholders instead
of tabs or columns.
●
EDGAR views smart quotes, en dash, and em dash characters as invalid ASCII characters.
Certain word processing software will convert apostrophes (‘) and quotation marks (“) to
smart quote and will replace hyphens (-) with en and em dashes. Consult your word
processing software manual for instructions on how to turn these features off before
typing your documents.
●
Your text cannot have more than 80 characters on a line. To help your text stay within the
designated area, type your information using the Courier or Courier New, font size 12.
Make the margins at least 1 inch on the right and left.
●
Formatting tables can be very difficult. Since they must not exceed 132 characters on a
line, it helps if you change the paper orientation to landscape and make the margins very
small (.25).
5.2.1.3 Using Tags in Attached Documents
Some tags are used within documents. ASCII/SGML tags identify data that follow formatting
instructions, or signal EDGAR regarding a particular aspect of the filing. For EDGARLink
Online filings, you continue to include document specific tags, such as the <TABLE> tags, as
well as tags referencing Type 1 modules and segments.
5.2.1.3.1
Tag Construction
In EDGARLink Online document attachments, you have to construct all tags within a submission
document manually. Construct tags within your submission documents by typing key words
inside of right and left angle brackets (“less than” and “greater than” symbols). You may type tags
using either upper- or lower-case letters within the angle brackets (i.e., <module> or
<MODULE>).
Caution: You cannot use blank spaces within the left and right angle brackets in tags. Hyphens
must separate multiple words within a tag.
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5.2.1.3.2
How Tags are Used
Many ASCII/SGML document tags are followed immediately by information (a value) typed
outside of the left and right angle brackets (e.g., <SEGMENT> segment name). Other tags stand
alone (e.g., <P>). Some tags indicate start and stop conditions within a document (e.g., the
beginning of a table <TABLE>, and the ending of a table </TABLE>). When certain tags must
appear together as a group, they are referred to as “nested” tags. Table 5-3: Internal Text Tags
(For Other Than Wide Tables) and Table 5-4: Wide Table Tags (Over 80 Characters Wide) show
these nested tags that are marked by their lead tag first. The lead tags are numbered with a single
number (e.g., 1, 5, 10, 25, etc.) and their nested tags are numbered the same as their lead tag, plus
a numerical designation (e.g., 5.1, 5.2, etc.).
5.2.1.3.3
Tags Used Within a Document
We identify tags you should use within the body of documents in the following two lists. For your
convenience, each tag is numbered consecutively.
There are two types of tags included in this section:
●
Internal text tags (for other than wide tables), Table 5-3: Internal Text Tags (For Other
Than Wide Tables)
Note: Most of these tags can be used within HTML documents; exceptions are noted.
●
Wide table tags (over 80 characters wide), Table 5-4: Wide Table Tags (Over 80
Characters Wide)
Note: These tags cannot be used within HTML documents.
Notes:
(1) For information on formatting tables wider than 80 characters, see Table 5-4.
(2) For information on using the module capability of EDGAR, see Section 5.3,
“Preparing or Referencing Module and Segment Documents.”
(3) For information on using the segment capability of EDGAR, see Section 5.3.2.1,
“How EDGAR Handles Segments.”
Table 5-3: Internal Text Tags (For Other Than Wide Tables)
Tag #
Example Of
Value To Be
Inserted
Tag
Definition (Limits of Field)
1
<MODULE>
No value required.
Marks the beginning of information identifying a Type 1
module, previously submitted, that you wish to be part
of your current submission.
1.1
<NAME>
FINANCES_98
Name of the module to be included. Must follow the
<MODULE> tag (Field up to 15 characters).
1.2
<CIK>
1234567890
CIK of the filer who previously submitted the module.
Must be nested with the tag <MODULE> (Field up to
10 characters).
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Tag #
Tag
Example Of
Value To Be
Inserted
Definition (Limits of Field)
1.3
<CCC>
[email protected]
CCC of the filer who previously submitted the module.
Must be nested with the tag <MODULE> (Field 8
characters).
1.4
</MODULE>
No value required.
A required tag marking the end of module identification
information.
Note: When the applicable CIK and CCC are those of
the primary registrant, then the module may be
inserted using only the begin module tag, the name
value, and the end module tag (e.g., <MODULE>
FINANCES_94 </MODULE>).
2
<F1>
No value required.
Creates a searchable marker for notes about text. May
be used in pairs (e.g., <F1> in the text and a
corresponding <F1> at the applicable foot or end note;
any number from 1 through 99 is acceptable).
2
<F99>
no info blank cell
Note: This tag cannot be used within an HTML
document.
3
<R>
No value required.
Indicates the beginning of redlined (revised)
information.
4
</R>
No value required.
Indicates end of redlined information. <R> and
</R> are used to “surround” revised information. To
indicate deleted information, use <R> </R> together.
Note: When you are required to redline information,
you should insert the tag <R> before and </R>
following a paragraph which contains changes.
If other tags are enclosed within the <R> and </R>
tags, the formatting specified by the inner tags will
supersede the <R> and </R> tags and the redlining will
be negated. HTML documents may be marked to show
changed materials within paragraphs. You need not
redline changes to financial statements and notes.
5
<PAGE>
No value required.
Indicates where a new page should begin in a
document, if you wish to force a specific page break.
6
<SEGMENTS>
OPINION1
ACCOUNT-TX
Used in a master segment to reference subordinate
Type 1 segments. You may use it within the text of a
document to place additional text submitted as a
segment, or between documents to place a
subordinate segment submitted as a complete
document (Field for each segment name up to 15
characters - names must be separated with white
space or tagged separately; no white space used
within the name).
7
</SEGMENTS>
No info blank cell
Marks the end of a segment reference.
Note: Type 2 modules and segments do not require internal document tags. These documents are
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referenced on the Module/Segment page of the submission templates and EDGARLink
Online submissions. EDGAR then includes the documents with your submission while it
is being processed.
Table 5-4: Wide Table Tags (Over 80 Characters Wide)
Note: The following information is not applicable to HTML documents.
Tag #
Tag
Example of Value
to be Inserted
Definition (Limits of Field)
1
<TABLE>
No value required.
Marks the beginning of information wider than 80
characters per line but not wider than 132 characters per
line. Two <S> or two <C> tags, or one of each, are
required with each use of the <TABLE> tag or EDGAR
will suspend the submission.
1.1
<CAPTION>
No value required.
Marks the start of text that will serve as headings for
columns.
1.2
<S>
No value required.
Marks the start of a stub (the left angle bracket is aligned
with start of the stub).
1.3
<C>
No value required.
Marks the start of a column of data (the left angle
bracket is aligned with the farthest left character of the
column of data). Multiple columns require multiple tags.
1.4
<FN>
No value required.
Denotes (and separates) the numerical data in a table
from its footnotes.
1.5
</TABLE>
No value required.
Marks the end of a table, and return to lines no wider
than 80 characters.
Caution: If lines of text exceed 80 characters in width in ASCII documents, you must use the
<TABLE>, <S>, <C>, and </TABLE> tags. We encourage you to also use the tags in
tables less than 80 characters wide. The <S> and <C> tags must appear on a separate
line between the column headings and the data. If you use the <FN> tag, it must
appear on a separate line between the last line of data and the footnote or table
description.
For more information on using tags for tables; see Section 5.2.1.4.1, “Table Tags.”
5.2.1.4 Guidelines for Presentation of Tables
Our specifications for formatting electronic filings require that lines of text in ASCII/SGML
documents not exceed 80 characters. The only exception to this limitation is information
submitted in a table or column format, which must comply with the following guidelines:
●
You must include information wider than 80 characters between the tags <TABLE>
(begin table tag) and </TABLE> (end table tag).
●
You can use no more than 132 characters per line (row).
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●
You may introduce column headers by a line having the optional tag <CAPTION>
appearing on the otherwise blank line (row) preceding column headings. See the examples
in the next section.
●
The row preceding columnar information must consist of tags designating where columns
of information will begin (where tabs are set in word processing programs or where
columns begin in a spreadsheet program):
o
Use the <S> tag to designate the leading (left) edge of the “stub” (sometimes referred
to as the legend or key), or columns of non-numeric information (see examples in the
next section);
o
Use the <C> tag to designate the leading (left) edge of each column of information (at
least one column to the left of the < (left angle bracket) of the tag <C> must be blank
in all rows of the table up to the next presentation tag, e.g., <CAPTION>, <FN>, or
</TABLE>);
o
You must use at least two <S> or <C> tags, or one of each, with each use of the
<TABLE> tag or EDGAR will suspend the submission
o
The row preceding any explanatory or footnote material should include the tag <FN>
(see Example I in the next section).
Refer to the following examples for guidance on using table tags in a variety of table styles.
5.2.1.4.1
Table Tags
The following list contains the tags that apply for inserting a table in your EDGAR filing, module,
or segment document:
List of tags used in the following example:
Tag
Description
<TABLE>
Tag is placed before the wide text of the table.
<CAPTION>
Tag is placed following the wide text and preceding first line of columnar captions.
<S>
Tag is placed at leading edge (left margin) of stub information.
<C>
Tag placed at leading edge (left margin) of each column. The column at the
immediate left of the < must be free of any characters between the < and the
preceding column on all rows.
<FN>
Tag preceding the footnote tag <F#>.
<F1>, <F2>, etc.
Tag preceding the footnote information.
</FN>
Tag following the last line of footnote information.
</TABLE>
Tag following the last line of wide information, including footnotes where they
apply.
If you downloaded this manual from the SEC’s Public Website, print the following examples at
132 characters per line, or print using condensed type. These examples, and the tags within them,
do not apply to HTML documents. See Section 5.2.2, “HTML,” for examples and information
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regarding HTML documents and tags.The <CAPTION>, <S>, and <C> tags are repeated to
indicate insertion of new captions.
Example I --Table Appearing within Textual Discussion (wide text included as part of
textual presentation):
Figure 5-1: Table Appearing within Textual Discussion
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Example II -- Table With Tabular Data-Series Market and Trading Information
Figure 5-2: Table With Tabular Data-Series Market and Trading Information
Note: The <CAPTION>, <S>, and <C> tags are repeated to indicate insertion of new captions.
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5.2.2
5.2.2.1
HTML
Overview
The following instructions tell how you can prepare EDGAR-acceptable electronic submissions
documents formatted in Hyper-Text Markup Language (HTML) versions 3.2 or 4.0. For
additional help with the preparation of electronic submissions, contact Filer Support at
(202) 551-8900.
HTML is a markup language you can use to create documents that are portable from one platform
to another. It is a powerful data representation method that enhances the way you can represent
public information, and the way our analysts and other end-users digest information throughout
EDGAR.
The “tagging” language of HTML 3.2 and 4.0 was adopted and maintained by the World Wide
Web Consortium (W3C). Even though HTML 4.0 is accepted worldwide, HTML 3.2 is the only
“standardized” version of HTML. In general, HTML documents are SGML documents with
generic semantics that are appropriate for representing platform-independent information from a
wide range of applications. Please see the following W3C web page for a complete tag and
attribute specification and document type definition (DTD) for HTML 3.2:
(http://www.w3.org/TR/REC-html32).
For EDGAR, we have expanded the options that can be used with HTML, including HTML
documents with locally referenced JPEG and GIF graphics via the <IMG SRC=> tag. HTML
documents may also contain <A HREF=> references to other local HTML and ASCII/SGML
documents within the submission. In addition, <A HREF=> tags may reference previously filed
submissions on the “(http://www.sec.gov/Archives/edgar/data/)...” repository from within HTML
documents attached to the submission.
HTML 3.2/4.0 document format is another official option you may use to create your documents.
HTML documents, like their ASCII/SGML text and unofficial PDF counterparts, are attached to
submissions and submitted as part of a submission via the Internet.
You can use HTML editors (e.g., MS FrontPage, etc.) and/or versions of word processors (e.g.,
MS Word 97, Word Perfect 7.0, MS Excel 97, etc.) that support a “Save as HTML” option. Please
note that these tools may not save your document in SEC-acceptable HTML 3.2/4.0 format.
EDGAR accepts only documents that you have formatted using a subset of the HTML 3.2
semantics (tags) and some HTML 4.0 attributes, as recommended and standardized by the W3C.
Due to the SEC’s limited support of HTML, EDGAR enforces the following restrictions relative
to all HTML documents that are included in an EDGAR submission:
●
No Active Content (i.e., <APPLET>, <OBJECT>, <SCRIPT>, etc.)
●
No External References, except for <A HREF=> links to previously filed submissions on
the SEC’s Public Website. (i.e., <A
HREF=“http://www.sec.gov/Archives/edgar/data/***”)
Note: If your HTML document contains any active content, or unsupported external
references, your entire submission will be suspended.
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●
Local references to other files within the submission via the <A HREF="....."> tagging
construct are allowed. All links within the submission must be resolved locally for
EDGAR to accept your submission.
Exception: Links to private documents, i.e., cover or correspondence, are not allowed.
●
No reference to Type 1 modules or segments
●
No nested <TABLE> tags
●
JPEG and GIF graphic files, and no other formats, may be attached to submissions and
referenced from within HTML documents via the <IMG SRC=“...”> tag. All graphic links
within the submission must be resolved locally for EDGAR to accept your submission.
●
N-SAR and 13F documents are not accepted in HTML format
●
HTML documents are identified by the *.htm file name extension, which will follow any
pre-<HTML> comment tags (i.e., <!DOCTYPE >). The <HTML> tag is considered an
optional tag within *.htm documents.
●
In order to properly link documents within a submission, all linked documents must be
named exactly as they are linked.
Note: You must provide a file name in the following format: [Maximum 32 characters
including suffix); use “a-z” characters (upper or lower case), or a number (0-9), no
spaces or special characters, any number of ‘.’, ‘-’, or ‘_’ char, and the extension
must be *.htm, *.txt, *.pdf, *.fil, *.gif, *.jpg]
Warning: If you submit correspondence with graphic files to the SEC by including it
within another submission (instead of sending it as its own separate submission
as CORRESP), the graphics will immediately be publicly disseminated even
though the text of the correspondence will remain non-public until released by
SEC staff.
●
You may also use the EDGARLink Online “Doc Validation” function, but if an error is
found you must use your HTML authoring tool to edit your documents.
●
Always review your submission documents separately through a browser before you
transmit it to EDGAR.
EDGAR will NOT accept any Test or Live submissions that have attached HTML documents
with unacceptable content, as described above. Each HTML document within an EDGAR
submission must be “resolvable”, that is all links (if any) must be to other HTML, Graphics,
ASCII, or SGML within the same submission (with the single exception being <A HREF=>
references to the “(http://www.sec.gov/Archives/edgar/data/)..” website).
Graphics will be attached as documents (like PDF documents). All documents with acceptable
content will be disseminated with a <FILENAME> tag and value (up to 32 characters) in order to
identify the document properly for internal references (if any).
We recommend that you assemble your HTML and other documents in a single directory and test
view them in a browser before you attach them to your submission. All HTML documents should
be compatible with Microsoft Internet Explorer (MSIE) 8.0. As part of our receipt and acceptance
process, we will be extracting all of your attached documents and graphics to a single directory
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and check all references for inconsistencies and errors. We estimate that submissions with HTML
document and graphic content will increase the average submission size by about 70-150 percent,
depending on your use of HTML 3.2/4.0 formatting techniques.
5.2.2.2 Acceptable HTML Document Tags
Due to the EDGAR restrictions described previously, EDGAR will accept only a subset of the
HTML 3.2/4.0 tagging standard. The following table lists the set of acceptable HTML document
header tags available to you.
Note: All HTML attributes are supported for each HTML tag listed, unless otherwise specified.
Document Tags
Definition
<HTML>
Identifies text as an HTML document
<!--> or <! DOCTYPE>
Comment -- does not appear in the browser, only in the HTML source code
<!DOCTYPE> tag is used to identify which HTML standard is used by the
HTML text.
Note: These tags may appear in-between the <TEXT> and <HTML> tags.
<BODY>
Signifies the body of the HTML document
Note: The BACKGROUND attribute is not supported for this tag.
<HEAD>
Signifies header information for an HTML document
<ISINDEX>
Signifies that the document is an index for a search engine
<META>
Extended information to be included in the document header
Note: The HTTP-EQUIV attribute is not supported for this tag.
<TITLE>
Title of document displayed at the top of the browser
5.2.2.3 Acceptable HTML Tags Within a Document Body
Due to the EDGAR restrictions described previously, EDGAR will accept only a subset of the
HTML 3.2/4.0 tagging standard. The following table lists the set of acceptable HTML document
“body” tags (tags that change the appearance of the text when displayed by a browser) that are
available to you.
Note: All HTML attributes are supported for each HTML tag listed, unless otherwise specified.
Document
Body Tags
&#...
Definition
Escape Sequences – Used to display characters normally reserved (such as “<”)
as plain text in the HTML document
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Document
Body Tags
<A>
Definition
Anchor/Hyperlink
Note: For the attribute HREF, the following references are supported:
●
References to other PUBLIC HTML, ASCII/SGML or PDF documents
within the submission (i.e., <A HREF="ex99.htm">)
●
References to submissions stored at http://www.sec.gov/.... locations (i.e.,
<AHREF="http://www.sec.gov/Archives/edgar/data/...">)
●
Bookmark (internal) references will be supported
(i.e., <A NAME=“linkanchor”> and <A HREF=#linkanchor>)
All other uses of the HREF attribute are not supported and illegal, including
non-local references, the use of the “TARGET” attribute, and the “mailto:” and “ftp:”
designations.
<ADDRESS>
Address -- usually italicized
<B>
Bold
<BIG>
Big Text -- increases font size
<BLOCKQUOTE>
Block Quote -- usually indented
<BR>
Line Break
<CAPTION>
Caption -- can only be used with tables
<CENTER>
Centers elements between tags
<CITE>
Citation
<CODE>
Code
<DD>
Definition
<DFN>
Definition -- same as using <I>
<DIR>
Directory List
<DIV>
Division -- helps separate a document into parts
<DL>
Definition List -- used with <DT> and <DD>
<DT>
Definition Term
<EM>
Emphasized -- similar to using Bold
<FONT>
Allows alteration of font contained within tags
<H1>
Heading 1 -- largest heading size
<H2>
Heading 2
<H3>
Heading 3
<H4>
Heading 4
<H5>
Heading 5
<H6>
Heading 6 -- smallest heading size
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Document
Body Tags
Definition
<HR>
Horizontal Rule -- displays a thin line across the page for separation of text
<I>
Italics
<IMG SRC=>
Image reference
Note: Only local JPEG and GIF graphic files may be referenced (i.e., <IMG
SRC="graph10q.gif"> or <IMG SRC="graph10q.jpg">)
The attributes DYNSRC, LOOP, LOOPDELAY, START, and CONTROLS are not
supported for this tag.
<KBD>
Keyboard -- pre-formatted text
<LI>
List Item -- used by <DIR>, <MENU>, <OL>, and <UL>
<LISTING>
Listing -- same as using <PRE>
<MENU>
Menu List
<OL>
Ordered List -- includes numbers
<P>
Paragraph
<PLAINTEXT>
Plain Text
<PRE>
Pre-formatted Text
<SAMP>
Sample -- uses a fixed-width font and is same as using <PRE>
<SMALL>
Small Text -- decreases font size
<STRIKE>
Strikethrough
<STRONG>
Strong -- similar to using Bold
<SUB>
Subscript
<SUP>
Superscript
<TABLE>
Table
Note: EDGAR will not accept or disseminate HTML documents with nested
<TABLE> tags.
<TD>
Table Data or Cell
<TH>
Table Header -- displayed in bold
<TR>
Table Row Note: The WIDTH attribute supports percentage (%) values as well as
pixel values.
<TT>
Teletype -- uses a fixed-width font and is same as using <PRE>
<U>
Underlined
<UL>
Un-ordered List -- bullets only
<VAR>
Variable -- uses a fixed-width font and is same as using <PRE>
<XMP>
Example -- same as using <PRE>
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Please see APPENDIX A, MESSAGES REPORTED BY EDGAR, for a listing of various errors
and warnings associated with the processing of HTML documents within EDGAR.
Note: The <CAPTION> and <TABLE> tags are currently used within ASCII/SGML EDGAR
documents and also used in HTML documents but they are “visually” interpreted
differently.
5.2.2.4 HTML Tags that are NOT Supported by EDGAR
EDGAR will suspend and not disseminate submissions with the following HTML tags:
HTML Tags:
HTML Tags:
HTML Tags:
<ACRONYM>
<APPLET>
<AREA>
<BASE>
<BASEFONT>
<BDO>
<BUTTON>
<COL>
<COLGROUP>
<DEL>
<FIELDSET>
<FORM>
<FRAME>
<FRAMESET>
<IFRAME>
<INPUT>
<INS>
<LABEL>
<LEGEND>
<MAP>
<META HTTP_EQUIV…>
<NOFRAMES>
<NOSCRIPT>
<OBJECT>
<OPTION>
<PARAM>
<Q>
<S>
<SCRIPT>
<SELECT>
<SPAN>
<STYLE>
<TBODY>
<TEXTAREA>
<TFOOT>
<THEAD>
*All other tags not represented in Section 5.2.2.3, “Acceptable HTML Tags Within a Document
Body.”
5.2.2.5 Acceptable Attributes for EDGAR HTML Tags
Due to the EDGAR restrictions described previously, only a subset of the HTML 3.2/4.0 tag
attributes are accepted by EDGAR. The following table lists the set of acceptable HTML tag
attributes that you can use.
Note: Many of the following attributes are supported passively only since their primary function
may be to support actions that are restricted by EDGAR. Refer to any HTML 3.2
reference book for actual values available for these attributes.
Attribute
Description
Parent Tag(s)
align
Align text
<H1>-<H6>, <HR>, <P>,
<CAPTION>, <DIV>, <TABLE>,
<TD>, <TH>, <TR>
alink
Highlight color when hypertext links are used
<BODY>
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Attribute
Description
Parent Tag(s)
alt
A text description of the image to avoid
accessibility problems for people who are not
able to see the image.
<IMG>
bgcolor
Background color of the document body
<BODY>, <TABLE>
border
Thickness of the table border
<TABLE>
cellpadding
Sets the spacing between the border and the
content of the table cells
<TABLE>
cellspacing
Sets the spacing between the cells in a table
<TABLE>
class
Space-separated list of classes
MANY
clear
Moves down past floating images on either
margin
<BR>
color
Sets the color of the text
<FONT>
colspan
Causes the cell to span a number of columns
<TD>, <TH>
compact
Render lists in a more compact style
<DIR>, <DL>, <MENU>, <OL>, <UL>
content
Associated information
<META>
dir
Direction of text
MANY1
height
The height of a cell in pixels or percentage of
screen height
<TD>, <TH>
href
Link to another document
<A>
id
Document-wide unique id
MANY
lang
Language specification
MANY
link
Color used to stroke the text for unvisited
hypertext links.
<BODY>
name
Meta-information name or link name
<META> or <A>
noshade
Display as a solid rule
<HR>
nowrap
Prevents word-wrapping within a cell
<TD>, <TH>
prompt
Specifies a prompt string for an input field
<ISINDEX>
rel
Forward link types
<LINK>, <A>
rev
Reverse link types
<LINK>, <A>
1Many
HTML tags use this attribute.
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Attribute
Description
Parent Tag(s)
rowspan
Causes the cell to span a number of rows
<TD>, <TH>
size
Amount of space assigned for an input field
<HR>, <FONT>
src
Graphic reference
<IMG>
start
Starting sequence number
<OL>
style
Associated Style info
MANY
text
Color used to stroke the document’s text
<BODY>
title
Advisory title string
<LINK>
type
Style of bullet
<LI>, <OL>, <UL>
valign
Sets the vertical alignment of the content within
a cell
<TD>, <TH>, <TR>
vlink
Color used to stroke the text for visited
hypertext links.
<BODY>
width
Width of a column in pixels or percentage of
screen width
<HR>, <TABLE>, <TD>, <TH>
5.2.2.6 Extended Character Sets within HTML Documents
Within HTML documents, extended-ASCII characters (i.e., the British Pound Sterling symbol, £,
and the Japanese Yen symbol, ¥) can be represented by their ISO-8859-1 (Latin 1) decimal
character reference specification. The Pound Sterling symbol (£) can be represented by the
following character string: &#163. The Yen symbol (¥) can be represented by the following
character string: &#165. Many W3C-certified websites contain complete ISO-8859-1 extended
character reference listings, like the sample from http://www.htmlhelp.com/reference/charset
below. Please note that EDGAR will suspend a submission that contains an extended ASCII
character. EDGAR will support extended character references only.
A partial listing of Relevant ISO-8859-1 Extended Character References for SEC HTML
documents includes:
Description
Hex
Character Reference
(Dec)
Entity Name
Symbol
small italic f, function of, f florin
83
&#131;
&fnof;
ƒ
low horizontal ellipsis
85
&#133;
&hellip; &ldots;
…
dagger mark
86
&#134;
&dagger;
†
double dagger mark
87
&#135;
&Dagger;
‡
letter modifying circumflex
88
&#136;
per thousand (mille) sign
89
&#137;
&permil;
‰
capital S caron or hacek
8A
&#138;
&Scaron;
Š
left single angle quotemark (guillemet)
8B
&#139;
&lsaquo;
‹
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EDGAR Filer Manual (Volume II)
Description
Hex
Character Reference
(Dec)
Entity Name
Symbol
capital OE ligature
8C
&#140;
&OElig;
Œ
round filled bullet
95
&#149;
&bull;
●
trademark sign
99
&#153;
&trade;
™
small s caron or hacek
9A
&#154;
&scaron;
š
right single angle quotemark
(guillemet)
9B
&#155;
&rsaquo;
›
small oe ligature
9C
&#156;
&oelig;
œ
capital Y dieresis or umlaut
9F
&#159;
&Yuml;
Ÿ
non-breaking space
A0
&#160;
&nbsp;
inverted exclamation mark
A1
&#161;
&iexcl;
¡
cent sign
A2
&#162;
&cent;
¢
pound sterling sign
A3
&#163;
&pound;
£
general currency sign
A4
&#164;
&curren;
¤
yen sign
A5
&#165;
&yen;
¥
section sign
A7
&#167;
&sect;
§
spacing dieresis or umlaut
A8
&#168;
&uml; &die;
¨
copyright sign
A9
&#169;
&copy;
©
feminine ordinal indicator
AA
&#170;
&ordf;
ª
left (double) angle quote (guillemet)
AB
&#171;
&laquo;
«
registered trademark sign
AE
&#174;
&reg;
®
spacing macron (long) accent,
AF
&#175;
&macr;
¯
degree sign
B0
&#176;
&deg;
°
plus-or-minus sign
B1
&#177;
&plusmn;
±
superscript 2
B2
&#178;
&sup2;
²
superscript 3
B3
&#179;
&sup3;
³
spacing acute accent
B4
&#180;
&acute;
´
micro sign
B5
&#181;
&micro;
μ
middle dot, centered dot
B7
&#183;
&middot;
•
spacing cedilla
B8
&#184;
&cedil;
¸
superscript 1
B9
&#185;
&sup1;
¹
masculine ordinal indicator
BA
&#186;
&ordm;
º
right (double) angle quote (guillemet)
BB
&#187;
&raquo;
»
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Description
Hex
Character Reference
(Dec)
Entity Name
Symbol
fraction 1/4
BC
&#188;
&frac14;
¼
fraction 1/2
BD
&#189;
&frac12; &half;
½
fraction 3/4
BE
&#190;
&frac34;
¾
inverted question mark
BF
&#191;
&iquest;
¿
Your HTML editor may use the “Entity-Name” (i.e., &yen) of the character you wish to reference
rather than the standard character reference. Either technique may be used within an HTML
document that is attached to an SEC submission.
To represent ASCII/SGML tagging phrases within an HTML document, use the following
identifiers for the reserved characters “<” and “>”: &lt for “<”, and &gt for “>”. This will prevent
the browser from misinterpreting the characters for display purposes. Please note that the <R> tag
can be represented either directly as <R> or indirectly as &ltR&gt. For all other uses of the
reserved “< >” characters, you can also use their ISO-8859-1 representation.
5.2.2.7 Template for an Attached HTML Document
The following is an acceptable template for an attached HTML document.
Note: Attach all documents to the Attached Documents List page of the submission.
<HTML>
<HEAD>
{Head tags and text}
</HEAD>
<BODY>
{HTML body tags and text............}
</BODY>
</HTML>
5.2.2.8 ASCII or SGML Functionality to be Preserved within HTML Documents
EDGAR allows you to use several ASCII or SGML tags within HTML documents, primarily to
preserve existing functionality. Details on the use of these tags can be found in Section 5.2.1.3,
“Using Tags in Attached Documents.” However, in HTML documents you cannot use all of the
tags that can be used in ASCII documents. The following ASCII/SGML tagging functions are
preserved in HTML documents:
Paging
EDGAR allows the ASCII or SGML <PAGE> tag within HTML documents, even
though common browsers and HTML 3.2 do not support this tag. You may need to use
this tag to differentiate pages to end-users.
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Redlining
HTML documents may be marked to show changed materials within paragraphs;
however, only one set of redline tags (the begin and end redline) may be on a text line.
Press Enter or Return after each ending redline tag (</R>). In addition, do not use font
tags within a set of redline tags.
EDGAR allows you to use the ASCII or SGML <R> and </R> tags within HTML
documents, even though this tag is not supported by common browsers and HTML
3.2. You may want to use this tag set to highlight sections of text for us. Sections of
your submission text that you mark with these redlining tags will be highlighted for
our staff in BOLD Magenta color in order to differentiate that section of text from
other non-redlined sections.
The <R> and </R> tags can also be represented as &ltR&gt and &lt/R&gt,
respectively. Either format will signify a redline request to EDGAR. The redline tags
within the HTML document are not disseminated to the public. Each redline tag
character will be replaced by a blank character (‘ ’) before the submission is
disseminated. The blanks will not be visible from the browser but will be visible in the
HTML source code.
Important: If you do not form your redline tags correctly, the tags can appear in your
disseminated filing.
Sample HTML document with Redline tags:
<HTML>
...
...
<p align="center"><strong>TESTFILE COMPANY </strong></p>
<p align="center"><strong>NOTES TO FINANCIAL STATEMENTS </strong></p>
<p align="center"><strong>September 30, 1999</strong></p>
<p>&nbsp;</p>
&ltR&gt
<p>Note 1. Summary of Significant Accounting Policies</p>
&lt/R&gt
...
...
</HTML>
You may wish to submit HTML documents, or parts of HTML documents, before you file your
submission or master segment. EDGAR allows only Type 2 (full document) modules and
segments in HTML format. You may create them exactly as you would create ASCII/SGML
modules and segments. See Section 5.3, “Preparing or Referencing Module and Segment
Documents” for more information on modules and segments. You would attach your Type 2
module or segment to your “Master” submission template by selecting the Module/Segment
Reference page.
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5.2.2.9 ASCII or SGML Functionality Not Supported within HTML Documents
EDGAR will NOT support the following ASCII or SGML document tags within an HTML
document that is submitted to EDGAR as part of a Live or Test submission:
<S>
<C>
Since tables are interpreted differently in HTML, the <S> and <C> tags are NOT accepted.
Warning: The presence of an <S> or <C> tag in an HTML document will cause EDGAR to
suspend the submission.
EDGAR will also NOT support the following ASCII or SGML footnote tags within an HTML
document that is submitted to EDGAR as part of a live or test submission.
<FN>
<F1>
<F2>, etc.
Warning: The presence of a footnote tag in an HTML document will cause EDGAR to suspend
the submission.
You can simulate a footnote using the <SUP> and <SUB> tags with an internal <A href=#xxxx >
hyperlink. This technique allows browser users to reference any footnote information easily.
5.2.2.10 SEC Recommendations on Preparing Submissions with HTML Documents
The following are specific SEC recommendations concerning the creation of SEC-approved
HTML documents:
●
We strongly recommend that you prepare your HTML documents so that they are easily
understood and viewable on a 15” monitor with 800x600 resolution. Since browsers can
adjust HTML documents according to monitor size, we strongly encourage you to adhere
to this recommendation in order to avoid unwanted variance in your HTML document
presentation to the end-user. Please use color combinations for background and text in
your submission documents, which will enable us to print them in black-and-white
successfully once we have received them in-house. Also, EDGAR will not verify proper
HTML tag ordering. Improper tag nesting (except for the <TABLE> tag) and interleaving
will not cause EDGAR to suspend your submission. In order to verify EDGAR acceptance
of your submission, you should always error-check your submission through EDGARLink
Online using the “Doc Validation” function, or by submitting a test version of your
submission to EDGAR before you submit your live version.
●
Your submission size, including all attached documents, must not exceed 200 MB for
submissions submitted via the EDGAR OnlineForms Management and the EDGAR Filing
websites. Files containing HTML material may be large and can take considerable time to
transmit electronically. These files can also consume relatively large amounts of storage
space. Please consult your HTML editor manuals when you create your HTML documents
in order to present their content efficiently. Please note that the EDGARLink Online
submissions size calculation includes the size of the mimed documents. (Refer to
Section 7.3.2, “EDGARLink Online Submission Preparation Map” for details.) The
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maximum size of each HTML document attached within ABS-15G and ABS-15G/A
submission must not exceed 25MB.
●
No “Active Content” that may compromise the integrity of submissions with us may be
present (or referenced from) within any HTML document submitted to us. The use of the
following web technologies are not allowed within EDGAR documents: embedded Java
applications, Java applets, JavaScript (ECMAScript), VBScript, Perl scripts, PostScript,
PDF application links, binary executable files, Shockwave and ActiveX. Since this
technology is evolving rapidly, no list can include all excluded technologies. EDGAR will
suspend all submissions containing HTML documents with Active Content.
o
●
●
EDGAR support for HTML documents allows you to enhance the appearance of your
submissions through the use of locally referenced graphical image files in *.gif, and
*.jpg formats only. Please note that only GIF and JPG graphic files are supported.
EDGAR will suspend any submission that contains a non-GIF/JPG <IMG> reference.
This external reference support is expected to enhance and clarify the presentation of
information in EDGAR submissions significantly. When adding graphics we
recommend the following actions to limit the size:

Make image dimensions as small as possible

Use thumbnail versions of images

Save GIFs with natural color gradients as JPEGs

Increase the amount of JPEG compression

Use fewer bits per pixel to store the image

Adjust image contrast

Suppress dithering
EDGAR does not provide functionality to scan submissions for “extraneous” information
included manually, or by HTML authoring or other tools. Sometimes an authoring tool
can insert a tag sequence that can actually cause EDGAR to suspend your submission. For
instance, MS Word 97 may insert the <META HTTP-EQUIV=“xxxxxxx”> tag into your
document when you select the “Save as HTML” option. You should review your
submissions and remove any extraneous content prior to submission. Information inserted
in HTML files by various HTML authoring tools may include, but is not limited to:

The name and version of the tool

The identification of the user of the authoring tool

The company to whom the tool is registered

The dates of file creation and modification

Change tracking markup and edited/deleted text, references, etc.

Editorial comments
Since you may be using an authoring tool that includes unacceptable HTML 3.2/4.0 tags
or attributes, you may also need to run your submission through an HTML 3.2 validator.
Be aware that you may need to edit the HTML source, if necessary. We do not provide an
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HTML 3.2 validator, and we suggest that you check the W3C Web page for the location
and availability of these validators.
5.2.3
Unofficial PDF
5.2.3.1 Overview
The following instructions tell how you can prepare EDGAR-acceptable electronic filings with
attached Portable Document Format (PDF) documents. Unofficial PDF documents can only be
used with submissions created using EDGARLink Online. EDGARLite and OnlineForms do not
support this unofficial document format. For additional help with the preparation of electronic
submissions, contact Filer Support at (202) 551-8900.
PDF is a robust markup language and an open de facto standard, developed by Adobe Systems
Incorporated, for worldwide electronic document distribution. PDF allows you to create
graphic-intensive documents that are portable from one platform to another. It preserves all of the
fonts, formatting, colors, and graphics of any source document, regardless of the application and
platform used to create it. Once you have converted a document from its original format to PDF
format using Adobe’s Acrobat tool, the PDF document can be shared, viewed, navigated, and
printed exactly as intended by anyone using Adobe’s Acrobat Reader. This powerful data
representation method can enhance the way you can present public information, and the way our
analysts and other end-users digest information throughout EDGAR.
For a complete set of supporting technical documents and specifications for PDF, please see the
following website: (http://partners.adobe.com/asn/developer/technotes.html).
PDF documents submitted to EDGAR are unofficial copies of an official document (in
ASCII/SGML text or HTML format). Unofficial PDF documents may not be submitted to
EDGAR without their official ASCII/HTML versions and they must follow the official filing
when attached in the submission. EDGAR will suspend any filing containing only PDF
documents. See Section 5.2.3.5 for “Exception for PDF as Official Document.”
PDF documents contain a mix of binary and ASCII content. As with any attached document,
EDGAR will encode (MIME) PDF documents when they are attached to an official filing. Any
official document within a filing may have one supplemental unofficial PDF document also
attached within the same submission.
PDF documents, as with other EDGAR filings, may be submitted via the Internet. The Filer
Manual provides details on each type of media transmission. Your submission, including all
attached documents, must not exceed 200 MB, with the exception as noted in Section 7.3.2,
“EDGARLink Online Submission Preparation Map.” You should consider the possible negative
upload and end-user access ramifications of attaching a large PDF document to your filing. On
average, submissions with PDF documents attached will increase your average filing size by
about 200-400 percent. Also, we strongly recommend that you use color combinations for
background and text in your submission documents, which will enable us to successfully print
them in black-and-white once we have received them in-house. Please note that the EDGARLink
Online submissions size calculation includes the size of the mimed documents. (Refer to Section
7.3.2, “EDGARLink Online Submission Preparation Map” for details.)
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5.2.3.2 EDGAR Support Restrictions for PDF
As with its HTML support, EDGAR enforces several restrictions on the PDF standard. The
following restrictions are enforced for all unofficial PDF documents that are included in an
EDGAR submission:
●
No Active Content (Actions, embedded JavaScript, etc.) is allowed
●
No External References (Destinations, Hyperlinks, etc.) are allowed
●
No document passwords or security controls are allowed
●
PDF documents must have an official ASCII/SGML or HTML counterpart (a “twin”
document in official format) within the filing
If EDGAR detects a formatting, encoding, or content problem within an attached PDF document,
EDGAR will raise a warning about the issue but will NOT automatically suspend the filing.
EDGAR will discard the unofficial PDF document from the official live/test filing and will accept
and disseminate the remainder of the filing normally. If this situation occurs, you will receive a
notification containing the warning that the PDF document was discarded before dissemination.
EDGARLink Online supports the capability to attach a PDF document to a filing in a similar
manner as an ASCII/SGML or HTML document.
5.2.3.3 Module/Segment Processing with PDF Documents
EDGAR provides limited support for PDF documents as part of module or segment processing.
Type 1 modules or segments (partial documents) are not allowed in PDF format. Only Type 2
modules or segments (complete documents) can be submitted in PDF format. You may want to
submit your PDF documents before submitting the rest of your filing because of large filing
transmission issues. Through the use of modules/segments, EDGAR can assemble these large
documents into the filing at the Host, without delaying the receipt of the entire filing.
As with any other kind of Type 2 module or segment submission filed with EDGAR, you may
include a complete PDF document as an attachment to a module or segment submission.
A master submission may reference the PDF module or segment in a normal Type 2 fashion by
using the Attached Documents List page of EDGARLink Online submissions.
5.2.3.4 ASCII/SGML Functionality Not Supported Within PDF Documents
EDGAR will NOT support any ASCII/SGML tags within the PDF document text. These
documents will not be properly processed by EDGAR and may be removed.
5.2.3.5 Exception for PDF as Official Document
Normally, PDF documents submitted to EDGAR are unofficial copies of an official document (in
ASCII/SGML text or HTML format). However, the following exceptions apply:
●
The PDF authentication documents that accompany the applications for EDGAR access,
update passphrase, convert paper only filer to electronic filer, and access for new serial
companies are considered official documents.
●
An official PDF document is considered acceptable for the following submission form
types and their variants: 13H, 40-33, 497AD, 40-17G, 40-17GCS, 40-24B2, MA, MA-I,
NRSRO-UPD, NRSRO-CE, NRSRO-FR, NRSRO-WCLS, and NRSRO-WREG.
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EDGAR will continue to allow ASCII and HTML as the primary document for
submission form types 40-33, 40-33/A, 497AD, 40-17G, 40-17G/A, 40-17GCS,
40-17GCS/A, 40-24B2, and 40-24B2/A.
●
An official PDF document is considered acceptable for the following exhibits of
submission form types DOS, 1-A, 1-K, 1-SA, 1-U and their variants:
o
o
o
o
EX1A-13 TST WTRS
EX1K-13 TST WTRS
EX1SA-13 TST WTRS
EX1U-13 TST WTRS
In addition, official documents for these exhibits are accepted in HTML and ASCII
formats.
Your submission, including all attached documents, must not exceed 200 MB, with the exception
as noted in Section 7.3.2, “EDGARLink Online Submission Preparation Map.” If your PDF file is
large, you may need to break it into increments and submit multiple filings, each containing a part
of the PDF file. Please clearly label each PDF document with “Part x of y” at the top of the
document to ensure all portions of the PDF can be correctly reassembled; for example, Part 1 of 4,
Part 2 of 4, etc.
In addition to the EDGAR Support Restrictions stated in Section 5.2.3.2 above, PDF documents
that qualify as official copies cannot be empty or image-only files. They must be text searchable.
This means scanned images that have not been parsed for character recognition will not be
accepted and EDGAR will suspend those filings.
5.2.4
Unofficial XBRL
The following instructions provide guidance on the preparation, submission, and validation of
EDGAR-acceptable electronic filings with attached eXtensible Business Reporting Language
(XBRL) documents. EDGARLite and OnlineForms do not support this unofficial document
format. For additional clarification and/or information, contact Filer Support at (202) 551-8900.
5.2.4.1 Overview
For the past several years, the Commission has been evaluating the expanded use of interactive
data tagging as a tool to improve the timeliness and accessibility of the information contained in
filings with the Commission. The Commission’s Interactive Data initiative has been exploring the
use of one such interactive data format, eXtensible Business Reporting Language (XBRL), for the
electronic exchange of business and financial information, and for the expected benefits to
investors and other market participants who analyze and compare this data.
Use of XBRL is increasing around the world as a mechanism for electronic exchange of financial
and business information. This is why the Securities and Exchange Commission (SEC) decided to
implement a voluntary program to assess the usefulness of data tagging in general and XBRL in
particular. XBRL is an XML-based language that is being developed by an international
consortium. It provides a standard approach that filers can use to prepare, publish, exchange, and
analyze business reports and statements.
The XBRL portion of a submission is comprised of two major components:
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1. One or more instance documents, which contain actual data and facts.
2. One or more taxonomies which are comprised of:
a. One or more schema documents, which contain the declaration of a set of elements
that can be used in the instance document, and
b. Linkbase files, which identify additional information about the elements in a
schema document or establish relationships between the elements in the schema
documents. There are five types of linkbases that can be associated with a schema:
Label, Definition, Reference, Presentation, and Calculation.
Note: Although the Reference Linkbase file is a valid attachment type, at the moment it is
not used.
Taxonomies typically fall into one of two categories: standard base taxonomies or company
extension taxonomies. For a full listing of available taxonomies, refer to the SEC’s website
Information for EDGAR Filers webpage at http://www.sec.gov/info/edgar.shtml.
Filers may use company extension taxonomies in conjunction with the base taxonomies described
above as part of the voluntary filing program. Company extension taxonomies are taxonomies
that declare concepts and define relationships not included in the standard taxonomy but are
required to express the reporting needs of the individual filer. These taxonomies function to
supplement the standard taxonomy but may reference elements and constructs in the standard
taxonomy.
Filers submitting company-specific extensions should include, at a minimum, label and
presentation linkbases for each company-specific taxonomy schema. Since rendering is usually
based on the label and presentation linkbases, the filer should ensure that every element declared
in a taxonomy schema of a company extension appears in the corresponding label and
presentation linkbases.
Filers are also expected to submit calculation linkbases as a part of their company extensions to
provide rudimentary arithmetic validation. Filers should include only linkbase types that are
defined in the XBRL 2.1 specification as a part of their extended taxonomies.
Filers submitting company-specific taxonomy schemas should create a unique targetNamespace
name when a unique taxonomy document is intended. Filers should declare targetNamespaces
using the format based on the Financial Reporting Taxonomy Architecture (FRTA) 1.0 standard
as described below:
Target NameSpace name should be structured as follows:
<scheme>://<authority><path>
The restrictions on the structure are as follows:
●
The scheme MUST be http.
●
The authority issuing the taxonomy MUST control the authority name. For example,
www.xbrl.org, www.abccorp.com, or xbrl.abccorp.com.
●
The path may contain the following components but MUST include at least the
tickerSymbol and the versionDate. For example:
/{reportingType}/{industry}/{tickerSymbol/}/{versionDate}
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Component
Definition
Reporting Type
The report type of the company extension taxonomy.
industry
The industry scope of the taxonomy.
tickerSymbol
The ticker symbol of the filer.
cusipNumber
The CUSIP of the filer.
sicCode
The SIC code of the filer.
versionDate
The release date of the taxonomy in ISO8601 format, YYYY-MM-DD. For example,
2004-10-19.
Namespace names are not to be confused with external references even though they may appear
to have very similar formats. However, since they function very differently, restrictions that are
placed on external references do not apply to namespace names. An external reference describes
the exact location of a particular file with the intent of accessing the contents of that file. A
namespace name, on the other hand, is a name that identifies elements that belong to a particular
markup vocabulary. Since a particular instance document is expected to reference multiple
vocabularies, namespace names provide a convention by which each vocabulary is uniquely
identified. This avoids problems of recognition and collision of similarly named elements from
different vocabularies appearing in XBRL documents.
File names of taxonomy schemas and corresponding linkbases must follow the file naming rules.
For example, the XBRL file name must not exceed 32 characters and must have an extension of
*.xsd or *.xml. The recommended XBRL file-naming format is described below:
Schema files: {TickerSymbol}-{date}.xsd
Linkbase files: {TickerSymbol}-{date}_(linkbase).xml
Where linkbase uses the following abbreviations:
Linkbase
Abbreviation
Calculation Linkbase
cal
Definition Linkbase
def
Label Linkbase
lab
Presentation Linkbase
re
Reference Linkbase
ref
Examples
abccorp-20041130_cal.xml
abccorp-20041201_ref.xml
abccorp-20041012.xsd
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Schema documents should have an .xsd file name suffix and linkbases should have an .xml file
name suffix. All attached linkbases must be in English and stored as separate files using the model
provided in the standard.
Filers are strongly encouraged to use the FRTA 1.0 and Financial Reporting Instance Standards
(FRIS) 1.0 in the design and creation of their XBRL documents for the voluntary program. These
documents provide additional guidance and restrictions beyond the XBRL specification on best
practices for creating taxonomies and instance documents. However, non-compliance with FRTA
and FRIS will NOT cause XBRL documents to fail XBRL validation.
5.2.4.2 About the EDGAR XBRL “Voluntary” Program
During the initial “voluntary” period that began with EDGAR Release 8.10, the SEC will support
unofficial XBRL document attachments to official EDGAR submissions. EDGARLink Online
provides built-in support for the attachment of XBRL documents and is the SEC’s recommended
tools for assembling EDGAR submissions. Filers that use EDGARLink Online may attach
unofficial XBRL documents to any submission form type except for CORRESP and BULK
submissions. An XBRL document (the instance document and any accompanying
company-specific extensions) must have a document type of EX-100 and can be either an
attachment to the official submission or submitted subsequent to the official submission with a
reference to the official document with which it is associated. For investment companies
submitting under the voluntary program, only document type EX-100 may be used. A filer using
one of the standard taxonomies, XML 1.1, XLINK 1.0, XBRL 2.1, or XBRL Dimensions 1.0
schema versions, must not attach these files in EDGARLink Online, as they will be supplied by
the EDGAR system.
During validation, all XBRL documents within a submission will be checked for conformance to
the XBRL 2.1 standard. If any XBRL document in the submission fails validation, EDGAR will
remove all XBRL documents from the submission and the filer will receive a generic XBRL
warning in their notification message. An XBRL validation failure will not suspend the
submission.
In order to increase the likelihood that XBRL documents within an EDGAR submission pass
validation, filers are encouraged to validate their XBRL documents for compliance with the
XBRL 2.1 Technical Specification prior to submission. This validation can be performed by a
number of software products and will increase the likelihood that the XBRL documents within a
submission pass the EDGAR validation. Filers are also advised to transmit their submission as a
Test to review its results prior to transmission of the equivalent Live version.
2The
EDGAR OnlineForms/XML Website does not support the attachment of XBRL documents at this time.
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Filers may submit submissions with attached XBRL documents to the EDGAR Filing Website2.
The EDGAR submission, including all attached documents, must not exceed 200 MB, with the
exception as noted in Section 7.3.2, “EDGARLink Online Submission Preparation Map.” Please
note that the EDGARLink Online submissions size calculation includes the size of the mimed
documents. (Refer to Section 7.3.2, “EDGARLink Online Submission Preparation Map” for
details.)
5.2.4.3 EDGAR Support Restrictions for XBRL
Similar to the restrictions that EDGAR imposes on its HTML, XML, and PDF support, EDGAR
also enforces several restrictions on the XBRL standard. The following restrictions are enforced
for all unofficial XBRL documents that are included in an EDGAR submission:
●
XBRL documents are considered unofficial by the SEC and may be removed before
dissemination. All official information must also be included in primary document
attachments (in ASCII/SGML or HTML format) to an EDGAR submission.
●
No Active Content (Actions, embedded JavaScript, etc.) is allowed.
●
No External References (Destinations, Hyperlinks, etc.) are allowed except reference to
the approved XBRL taxonomies on the SEC’s Information for EDGAR Filers webpage
and core XBRL files listed in Section 5.2.4.7, “Supported Versions of XBRL Standard
Taxonomies” of this manual.
●
o
At this time, external references will be permitted only for the core XBRL files listed
in Section 5.2.4.7 of this manual and for the standard taxonomies listed on our
website. Accordingly, when referring to these core files, the xlink:href and
schemaLocation attributes should be provided using the full absolute path to these
files. These documents should not be submitted with a submission that contains the
XBRL documents as they will reside in EDGAR for validation purposes.
o
All other references to XBRL documents (i.e. company extension taxonomies) must
use the relative path form to identify the file. In these relative path forms, the base
Uniform Resource Identifier (URI) is defined to be the submission package that
encapsulates these documents. Simply put, valid entries for the xlink:href and
schemaLocation attributes are file names (e.g. usgaapins-20040815_calc.xml) without
any additional path information. Remember that these file names are subject to the
EDGARLink Online file naming conventions that are described in Section 5.1.1 of
this document. Also note that references to company extension taxonomies require the
referenced taxonomy file(s) to be present in the submission package that is submitted
to EDGAR and should assume that all files reside at the same level, not hierarchically.
Since XBRL documents must be contained in an official SEC submission, EDGAR will
suspend any submission that contains only XBRL documents.
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●
XBRL instance, schema, and linkbase support documents must be attached to an EDGAR
submission using the EX-100.* document type. Specific XBRL document types are as
follows:
Document
Type
Description
File name
Extension
EX-100.INS
XBRL Instance document (Required)
*.xml
EX-100.SCH
XBRL Taxonomy Extension Schema document
*.xsd
EX-100.CAL
XBRL Taxonomy Extension Calculation Linkbase document
*.xml
EX-100.DEF
XBRL Taxonomy Extension Definition Linkbase document
*.xml
EX-100.LAB
XBRL Taxonomy Extension Labels Linkbase document
*.xml
EX-100.PRE
XBRL Taxonomy Extension Presentation Linkbase
document
*.xml
EX-100.REF
XBRL Taxonomy Extension Reference Linkbase document
*.xml
Note: Although the Reference Linkbase file is a valid attachment type, at the moment it is
not used.
All EDGARLink Online submissions, except for CORRESP and BULK submissions, will
support the attachment of the Document Types listed above. If EDGAR detects a syntactical,
semantic, or content problem within an attached XBRL instance, schema, or linkbase document,
EDGAR will raise a general warning but will NOT automatically suspend the filing. EDGAR will
remove the unofficial XBRL document from the official live/test filing and will accept and
disseminate (if live) the remainder of the filing normally. If this situation occurs, a notification
will be sent to the filer containing a warning that all the XBRL documents were removed before
dissemination.
EDGARLink Online attaches an XBRL document to a filing in a similar manner as they attach an
ASCII/SGML or HTML document. Only *.xml or *.xsd files may be used for XBRL file name
extensions.
Below are some EDGAR-specific XBRL validations that will be performed, which will cause the
XBRL content to be stripped from the submission:
●
Warn the filer if the XBRL document contains any invalid or extended ASCII characters
(e.g. foreign language characters).
●
Warn the filer if an inconsistent instance document is attached.
[An instance document must have a document type that begins with “EX-100.INS”,
must have a file extension of .xml and must include <xbrli:xbrl> tags
●
Warn the filer if an inconsistent schema document is attached.
[A schema document must have a document type that begins with “EX-100.SCH,”
must have a file extension of .xsd and must include a <schema> tag]
●
Warn the filer if an inconsistent reference linkbase document is attached.
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[A reference linkbase document must have a document type that begins with
“EX-100.REF”, must have a file extension of .xml and must include <linkbase> and
<referenceLink> tags]
●
Warn the filer if an inconsistent label linkbase document is attached.
[A label linkbase document must have a document type that begins with
“EX-100.LAB”, must have a file extension of .xml and must include <linkbase> and
<labelLink> tags]
●
Warn the filer if an inconsistent presentation linkbase document is attached.
[A presentation linkbase document must have a document type that begins with
“EX-100.PRE”, must have a file extension of .xml and must include <linkbase> and
<presentationLink> tags]
●
Warn the filer if an inconsistent calculation linkbase document is attached.
[A calculation linkbase document must have a document type that begins with
“EX-100.CAL”, must have a file extension of .xml and must include <linkbase> and
<calculationLink> tags]
●
Warn the filer if an inconsistent definition linkbase document is attached.
[A definition linkbase document must have a document type that begins with
“EX-100.DEF”, must have a file extension of .xml and must include <linkbase> and
<definitionLink> tags]
The inconsistencies referred to above are not the same as inconsistencies reported by XBRL
validators. Inconsistencies discussed above refer to EDGARLink Online XBRL document
attachments that involve combinations of XBRL document type, file extension, and presence of a
particular XBRL tag. For example, a consistent XBRL instance document would have an
EX-100.INS document type, an .xml file extension for the attached document, and an <XBRL>
root element. An inconsistent instance document would have an EX-100.INS document type, an
.xsd file extension, and a <SCHEMA> root element. Such inconsistencies will generate warnings
and will result in the XBRL contents being stripped from the submission. This is not the same as
semantic inconsistencies discussed in the XBRL Specification. These inconsistencies refer to
validation of data in an XBRL instance against the semantics expressed in the taxonomies
supporting the instance and will not cause the XBRL contents to be stripped from the submission.
5.2.4.4 EDGAR Module Processing with XBRL Taxonomy Extensions
EDGAR provides limited support for XBRL taxonomy extension documents as part of EDGAR
Module processing. EDGAR Type 1 Modules (partial documents) are not allowed in XBRL
format. Only EDGAR Type 2 Modules (complete documents) can be submitted in XBRL format.
EDGAR currently supports up to 10 EDGAR Module files per CIK. These 10 Modules may be
used to store any combination of XBRL extension taxonomy files (schema and/or linkbase) and
may be managed by the filer using the EDGAR Filing Website. These taxonomy extension files
may be submitted before the official filing. Through the use of EDGAR Type 2 Module
references to these XBRL documents, EDGAR can assemble these large documents into the filing
without delaying the receipt of the entire filing.
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As with any other kind of EDGAR Type 2 Module submission filed with EDGAR, filers may
include an XBRL document, or XBRL documents, as attachments to an EDGAR Module
submission. A master submission may reference the XBRL EDGAR Module in a normal Type 2
fashion by using the Documents page of EDGARLink Online.
5.2.4.5 Segment Functionality Not Supported for XBRL Documents
At this time, EDGAR does not support EDGAR segment processing of XBRL documents as
discussed in Section 5.3, “Preparing or Referencing Module and Segment Documents.”
XBRL segments can be used as described in the XBRL Specification. However, segments as
described in Section 5.3 of the EDGAR Filer Manual are not supported. In EDGARLink Online,
“segment” refers to parts of a filing that can be submitted ahead of time and later assembled in a
submission. It is this functionality that is not supported for XBRL documents. In the XBRL
Specification 2.1, “segment” also refers to an XBRL tag that is used to provide additional
information in cases where the entity identifier is insufficient. This use of segment is supported.
5.2.4.6 ASCII/SGML Functionality Not Supported Within XBRL Documents
EDGAR will NOT support any ASCII/SGML tags within the XBRL document text. These
documents will not be properly processed by EDGAR and may be removed.
EDGAR will reject any XBRL taxonomy extension that employs extended-ASCII characters
before acceptance.
5.2.4.7 Supported Versions of XBRL Standard Taxonomies
See Section 6.2, “Supported Versions of XBRL Standard Taxonomies,” for a listing of supported
schemas and refer to the SEC public web site
(http://www.sec.gov/info/edgar/edgartaxonomies.shtml) for a listing of standard taxonomies
supported for EX-100 attachments.
5.2.4.8 More XBRL Information
For more general information about XBRL:
http://www.xbrl.org/
For more information regarding the US GAAP Taxonomies:
http://www.xbrl.us/
For more information regarding the SEC’s XBRL initiatives and related rules:
http://www.sec.gov/spotlight/xbrl.shtml
For a complete set of supporting technical documents and specifications for XBRL:
http://specifications.xbrl.org
For a copy of the latest version of the Financial Reporting Taxonomy Architecture (FRTA) 1.0:
http://www.xbrl.org/guidance-xbrl-taxonomies
For a copy of the Financial Reporting Instance Standards (FRIS) 1.0:
http://www.xbrl.org/technical/guidance/FRIS-PWD-2004-11-14.htm
5.3
Preparing or Referencing Module and Segment Documents
Modules and segments are information that is stored on the non-public data storage area of
EDGAR. You may copy it into subsequent filings so you do not have to re-submit the data each
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time. Both modules and segments can be part of a submission document or an entire document.
By submitting parts of a single filing to EDGAR separately, you can send them in from different
locations and under different CIKs. This is especially useful when lawyers and accountants in
addition to the company itself must assemble data. If the information in the module or segment is
part of a document, then once all of the parts have been submitted, you can include them in your
submission either by using tags to show where you want to place the data or, in the case of
modules/segments that are entire documents, referencing them in the submission.
Note: Both modules and segments must be prepared, transmitted to EDGAR, and accepted by
the system before they can be used in a filing.
There are two big differences between modules and segments:
1. Storage: Modules remain on the system until you ask for them to be removed. There
are limits to the number and size of modules you can store. You may store up to 10
modules for a single CIK. The maximum size of a module is one megabyte, but the
total for all modules for a single CIK is also one megabyte. There is no size limit on
segments, they are automatically removed by the system after six days, or after they
are used in a live filing.
2. Use of Access Codes: Modules require the filer to know the CIK and CCC of any
module that they wish to incorporate. Segments can be referenced by the master
segment filing without the CCC or CIK of the filer that transmitted the segment.
You must follow the rules outlined in the previous section of this document by constructing
modules and segments in either ASCII or HTML. In addition to those general document
construction requirements, there are additional requirements for these documents. For example, if
a transmitted Type 1 or 2 module/segment contains only white space (is blank), EDGAR will
suspend the entire submission. The following is a listing of tags that EDGAR accepts within
ASCII Type 1 modules/segments:
<F1> … <F99>
<PAGE>
<R>
All other allowable document tags can appear within the redlining tag nest.
</R>
<TABLE>
All other allowable document tags plus:
<CAPTION>
<S>
<C>
<FN>
</TABLE>
HTML modules/segments use HTML tags. All other SGML tags, except for <PAGE> and <R>
are not supported and may cause errors in HTML modules. For more information on HTML
documents, see Section 5.2.2, “HTML.”
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5.3.1
Module and Segment Naming
You must send a uniquely named module/segment in a separate submission. You must name the
module/segment according to the following:
●
Must be no more than 15 characters long
●
Must begin with an uppercase letter (alpha character)
●
Characters after the beginning letter should be uppercase letters, numbers, underscores, or
hyphens (not periods)
●
Spaces are not allowed
●
EDGAR automatically converts the letters of your module name to uppercase
EDGAR treats the module/segment as your private information, and stores it on our database
according to your CIK. Another filer may reference your module/segment by providing your CIK
and in the case of modules, your CCC. This is covered in more detail in the examples in
Section 5.3.2.4, “Type 1 Module References,” and Section 5.3.2.6, “How to Reference a Type 1
Segment in a Submission Document.”
Caution: You may not include hyperlinks of any type in a module or segment; however,
modules and segments may be graphics (*.jpg or *.gif) or PDF documents.
5.3.2
Types of Modules and Segments
There are two types of modules and segments:
●
Type 1
●
Type 2
Type 1 modules or segments are portions of documents. Type 1 modules and segments are
positioned within a submission document using the <MODULE> and <SEGMENT> tags. A
Type 2 module or segment is one complete document unto itself. Both Type 1 and 2 modules and
segments should have unique file names and module and segment names.
Note: Type 1 modules or segments cannot be included in HTML, XML, PDF, or XBRL format
documents. They may be used in ASCII documents only.
5.3.2.1 How EDGAR Handles Segments
EDGAR must process a segment submission without errors before it can be indexed on the
EDGAR database. You must reference the subordinate segment in a master segment within six
business days after the subordinate segment was indexed, or the subordinate segment expires. A
subordinate segment can be referenced once only in a live submission.
Reference subordinate Type 1 segments in the master segment using the beginning segment tag
<SEGMENTS>, the segment name, and the ending segment tag </SEGMENTS>. These tags are
placed in the document where you want the Type 1 segment(s) to be inserted.
Type 2 segments are complete documents associated with a filing CIK. Type 2 segments are
referenced on the Attached Module/Segment page on the submission templates. EDGAR
automatically includes the Type 2 segment document upon receipt of the submission.
EDGAR will suspend all segments containing errors.
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Note: You may not reference segments within a segment. However, you can reference modules
within a segment.
With segmented filings:
●
You identify one segment as the master segment and identify the registrant for whom the
filing is being made
●
All other segments are subordinate segments
●
The CIK used to identify the filer in the master segment is the master segment CIK and it
must be included in subordinate segments for reference
●
You must transmit the master segment to us last after all subordinate segments have been
transmitted. The master segment is the submission type that is the final assembled
submission. It must reference each subordinate submission segment submission
The following requirements apply to filings submitted in segments:
●
We must receive and accept all segments that comprise a filing within six business days
●
You must submit the master segment last
●
You cannot correct segment submissions; you must re-submit them
●
You can use segments once only; after that they are unavailable. The Master Segment CIK
field in subordinate segments must match the Filer CIK fields in the master segment
●
If the assembled master segment is suspended the subordinate segments remain available
to be used
5.3.2.2 Constructing Type 1 Modules and Segments
Type 1 modules and segments are portions of a document rather than attachments like Type 2
modules and segments and are referenced within your submission document. Creating Type 1
modules and segments is not much different from creating a submission:
1. Create your Type 1 module or segment document as HTML or ASCII. Rules are
described in Chapter 5.
2. Assemble a module or segment submission using the Module/Segment template in
EDGARLink Online as described later in Section 7.3.1, “Submission.”
3. For the Type field, select “Type 1.”
4. Transmit the Type 1 module or segment created in EDGARLink Online using the
Transmitting Modules and Segments procedures described in Section 7.6.2,
“Transmitting Modules and Segments.” If your live filing is accepted, EDGAR will
index and store your module or segment.
Your modules or segments must have been created, transmitted, accepted, and indexed by
EDGAR before you are able to reference them within a submission document.
Modules and segments are stored on EDGAR and indexed by your CIK. Other CIKs can
reference your modules, but they must have the pertinent information: CIK, CCC, module name.
Segments can be referenced by other CIKs, but must be submitted by listing the CIK of the
segment creator. Modules must be removed from EDGAR by the filing CIK, while EDGAR
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automatically deletes segments. Refer to Section 5.3.3, “Maintaining Modules and Segments,” for
Module and Segment maintenance. When EDGAR processes a submission referencing a Type 1
module or segment, they are automatically included within the submission.
●
Multiple references to the same Type 1 module or segment will suspend the filing.
5.3.2.3 Type 2 Modules and Segments
Type 2 modules and segments are complete documents and when EDGAR receives your
submission they are included at the bottom of the submission. Preparation of the documents
themselves is discussed in the previous Sections. Referencing or including them in your filing is
discussed in Section 7.3.6.1, “Referencing Your Module or Segment Document.” Using the
Referenced Module/Submission List page allows you to add only Type 2 modules and segments
in your submission. Since Type 2 modules and segments are complete documents, you do not
have to modify another attached document to show where the content must be inserted like you do
for Type 1 modules or segments. The rest of this section deals with this topic.
5.3.2.4 Type 1 Module References
EDGAR treats the module as your private information, and stores it on our database according to
your CIK. Another filer may reference your module by providing your CIK and CCC, as shown in
the examples.
To include a Type 1 module in a document, you must include a reference to the Type 1 module
within a document. Type 2 modules are treated like submission documents and are included in
your submission automatically when you include them on the Attached Module/Segment page.
They are attached at the bottom of the submission. EDGAR will suspend any module with
submission headers or document headers.
5.3.2.5 How to Reference a Type 1 Module in a Submission Document
EDGAR compiles, processes, and indexes your submissions. You are still required to place Type
1 module references within the document text where you want the module to appear.
The following is an example of how to refer to a module in a subsequent submission:
Example of Referencing a TYPE 1 Module - a partial document (this reference is made within
the text of a document.):
xxxxxxxxxxxxxxx (text of submission) xxxxxxxxxxxxxxxxxxxxxxxxxxxx
<MODULE>
<NAME> OPINION2
<CIK> 1234567890
<CCC> [email protected]
</MODULE>
xxxxxxxxxxxxxxx (any additional text) xxxxxxxxxxxxxxxxxxxxxxxxxxxx
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5.3.2.6 How to Reference a Type 1 Segment in a Submission Document
When your filing has Type 1 segments, you should use the segment tags in the document of your
submission, as shown below:
xxxxxxxxxxxxxxx (text of submission) xxxxxxxxxxxxxxxxxxxxxxxxxxxx
<SEGMENTS>
OPINION1
</SEGMENTS>
xxxxxxxxxxxxxxx (any additional text) xxxxxxxxxxxxxxxxxxxxxxxxxxxx
5.3.3
Maintaining Modules and Segments
When you are creating a submission and want to include a reference to a module or segment, you
can verify that it is residing on EDGAR by using the Retrieve Module and Segments page on the
EDGAR Filing Website:
1. Log in to EDGAR and access the Retrieve/Edit Company and Submission Data page
via the Retrieve/Edit Data menu item.
2. Click the ‘Retrieve Module/Segment Information’ link.
3. The Module/Segment Information page appears. Click one of the two links to access
the module or segment information page:

Retrieve Module Information

Retrieve Segment Information
Figure 5-3: Module/Segment Information Page
5.3.3.1 Module Information
When you access the Module Information page by clicking the ‘Retrieve Module Information’
link, EDGAR displays a list of all the modules currently residing on EDGAR for your CIK. The
list contains the names and dates the modules were posted.
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Figure 5-4: Module Information Page
Use your browser’s print function to print this list for future reference in your submission
documents, or reference in the Module/Segment page of EDGARLink Online.
Note: You cannot view the contents of a module or segment from this page.
5.3.3.1.1
Deleting Modules
Because modules are stored on EDGAR indefinitely, from time to time you may need to update
modules on EDGAR. To replace a module, delete the existing module, and then transmit the new
module with the same name.
1. Log in to the EDGAR Filing Website or the EDGAR OnlineForms/XML Website.
2. Click the ‘Retrieve/Edit Data’ link. Enter your CIK and CCC.
3. Click the ‘Retrieve Module/Segment Information’ link. (The Module/Segment
Information page is displayed.)
4. Click the ‘Retrieve Module Information’ link.
5. Click the [Yes] button on the bottom of this page to open the Delete Module page.
On the Delete Module page, a list of your modules is displayed in the Select Module to Delete list.
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Figure 5-5: Delete Module Page
6. Select the module you wish to delete and click the [Delete Module] button.
The Module Delete Confirmation page appears listing the module name and confirming you want
to delete the listed module from EDGAR.
Figure 5-6: Module Delete Confirmation Page
7. Click the [Confirm Module Deletion] button to delete the module.
8. Click the [Cancel Changes] button to cancel the deletion, and return to the Company
and Submission Information Retrieval page.
The Delete Module Results page appears confirming your module has been deleted. Return to the
Delete Module page to remove any additional modules. Once your module has been deleted from
EDGAR, you cannot restore it. You will have to prepare and resubmit the module using the
Module/Segment submission.
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Figure 5-7: Delete Module Results Page
5.3.3.2
Segment Information
Because segments are stored on EDGAR for only six (6) business days, you do not need to delete
them. However, you can check to verify that a segment is still residing on EDGAR:
1. Log in to the EDGAR Filing Website or the EDGAR OnlineForms/XML Website.
2. Click the ‘Retrieve/Edit Data’ link. Enter your CIK and CCC.
3. Click the ‘Retrieve Module/Segment Information’ link. (The Module/Segment
Information page is displayed.)
4. Click the ‘Retrieve Segment Information’ link. The Segment Information page
appears with a list of all of the segments related to your CIK.
Figure 5-8: Segment Information Page
You can print this page using your browser’s printing function for future reference.
This page displays the Segment Name and the Receipt Date. Remember you have six business
days from the time EDGAR receives your segment to reference it in your submission. If you do
not use the segment within six business days, you will have to resubmit it.
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5.4
Document Types in EDGAR
5.4.1
Non-Public and Confidential
EDGAR is designed to separate non-public from public information and disseminate only the
public information. EDGAR will not disseminate certain documents when specific EDGARLink
Online submissions are transmitted (e.g. CORRESP submission). On June 24, 2004, the
Commission announced that it would begin releasing certain correspondence or portions thereof
(e.g., documents or portions of documents with CORRESP or COVER submissions) after 45 days
from the time that the staff completes a filing review. See Press Release 2004-89, “SEC Staff to
Publicly Release Comment Letters and Responses.”
Similarly, when a submission is public information, the Type field on the Attached Documents
List page determines whether or not the document is public, thereby assuring that EDGAR treats
cover letters submitted under Document Type COVER or correspondence submitted under
Document Type CORRESP as non-public. EDGAR does not immediately disseminate non-public
submission document information. The SEC staff may release all or portions of these documents
electronically if they relate to the staff’s review process. See SEC Press Release 2004-89, “SEC
Staff to Publicly Release Comment Letters and Responses.”
Note: EDGAR disseminates graphic files associated with correspondence that is filed within a
public submission (such as graphics in a COVER letter within a 10-Q filing), although the
text of the correspondence itself will not be disseminated. If you submit correspondence as
a separate submission (using form type CORRESP), none of the information will be
disseminated not even any associated graphic material, until released by SEC staff.
Non-public material is different from confidential material. You should continue to submit
all confidential material in paper form. For information on submitting correspondence
documents using EDGARLink Online see Chapter 7, “Preparing and Transmitting
EDGARLink Online Submissions.” You may also include a PDF copy in a
correspondence document.
Applicants filing the Online Form SDR can request confidential treatment for form items and
attached exhibits, and SEC staff will determine whether or not to grant this request. Additionally,
applicants filing EDGARLink Online form types SDR-CCO and SDR-CCO/A can request
confidential treatment for each document attached to the submission. The Attached Documents
List screen for Form SDR (Figure 9-137) and submission form type SDR-CCO (Figure 7-12)
includes the “Request Confidentiality” check box for each attached document. Applicants can
select this check box to request confidential treatment for an attached document. After a Form
SDR is submitted, the SEC staff will review the submission and make a determination of whether
or not the information for which confidential treatment is requested should be made public.
EDGAR will disseminate only the content and attached exhibits of the submission that the SEC
staff has determined to be public. For more information on the “Request Confidentiality” check
box , refer to Section 9.2.11, “File Form SDR” and Section 7.3.4.6 “Requesting Confidential
Treatment for Attached Documents.”
5.4.2
Exhibits
Many EDGAR filings include attached secondary documents that are labeled specifically as to
their content. These documents are known as exhibits. When attached to a submission, each
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exhibit must be labeled with its specific type. A detailed list of exhibit types is found in
Section E.4, “Submission and/or Document Types.”
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6.
INTERACTIVE DATA
The following instructions provide guidance on the preparation, submission, and validation of
EDGAR-acceptable electronic filings with attached Interactive Data documents in eXtensible
Business Reporting Language (XBRL) format.
SEC XBRL Rules
In 2004, the Securities and Exchange Commission (SEC) began assessing the benefits of
interactive data and its potential for improving the timeliness and accuracy of financial disclosure
and analysis of Commission filings. As part of this evaluation, the Commission adopted rules in
2005 permitting filers, on a voluntary basis, to provide financial disclosure in interactive data
format as an exhibit to certain filings to the EDGAR system.3 In 2007, the voluntary program was
extended to enable mutual funds to submit risk/return summary information.4 In 2008, the
Commission voted to adopt rules requiring issuers and mutual funds to provide financial
disclosure and risk/return summary information in interactive data format, respectively, as
described in more detail in the adopting releases.
Tagging Instructions
The rules the Commission voted to adopt in 2008 specify that filers are required to tag their
financial statements and mutual fund risk/return summary information according to the tagging
instructions presented in this chapter of the EDGAR Filer Manual. These tagging instructions
require working knowledge of XML and XBRL (as the instructions directly reference elements
and attributes from the XML 1.0 and XBRL 2.1 specifications). This approach, though admittedly
technical, is intended to provide information that is independent of the various commercially
available software applications that filers may use to create their XBRL documents. It is also
intended to provide detailed and unambiguous instructions that enable an XBRL document to
successfully pass through EDGAR validation and the Commission’s viewer for the public display
of a human-readable document. Registrants filing under the voluntary program are encouraged to
adhere to the tagging instructions described in this chapter. However, voluntary participants are
only required to use the instructions that are described in Section 5.2.4, “Unofficial XBRL.”
SEC Viewer and Pre-Viewer
Tagging instructions as detailed in this document have a direct impact on the Commission’s
ability to generate human-readable documents (from raw XBRL data) to compare against the
official HTML/ASCII versions of the same documents.
3XBRL
Voluntary Financial Reporting Program on the EDGAR System (Release No. 33-8230).
of Interactive Data Voluntary Reporting Program on the Edgar System to Include Mutual Fund
Risk/Return Summary Information (Release No. 33-8781).
4Extension
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The Commission provides two web-based applications that process raw XBRL data to produce
and display human-readable documents. The Viewer is available to the public on the SEC Web
site for the display of rendered EDGAR-disseminated XBRL documents. The Pre-Viewer is a
password protected application5 that is available only to EDGAR filers for the purpose of
providing an informal preview of the Commission’s rendering of XBRL documents. The
assumption is that filers would submit a round of “test” filings to EDGAR to correct validation
errors, and only after all errors have been corrected, check for rendering issues using the
Commission’s Pre-Viewer. After all validation and rendering issues have been addressed, filers
can then send their live submissions to EDGAR confident in validation and rendering results.
Instructions for the use of both Viewer and Pre-Viewer applications are available on the SEC
Web site (www.sec.gov).
6.1
XBRL Overview
XBRL is an XML-based language that is used for the exchange and analysis of business and
financial information. An XBRL document consists of the following:
●
One or more instance documents (instances) that contain actual data and facts,
●
One or more schema documents (schemas) that declare the elements that can be used in
the instance, and identify other schemas and files where relationships among those
elements are declared,
●
One or more linkbase documents (linkbases) containing additional information about, or
relationships among, the elements in a schema document. There are five types of
linkbases: Label, Definition, Reference, Presentation, and Calculation.
Note: Although the Reference Linkbase file is a valid attachment type, at the moment it is
not used.
Schema and linkbase documents contain references to each other in the form of Uniform
Resource Identifiers (URIs).
Taxonomies are sets of schemas and linkbases that are designed to be loaded and used together;
for example, a schema may contain a list of linkbases that have the URIs of other schemas to be
loaded, and so on. Taxonomies generally fall into one of two categories: (1) standard base
taxonomies and (2) company extension taxonomies. Filers use company extension taxonomies to
supplement base taxonomies and, within limits, customize those base taxonomies to their
reporting goals.
Instances also use URIs to reference schemas and linkbases. The Discoverable Taxonomy Set
(DTS) of an instance document is the set of all schemas and linkbases that are found by following
all URI links and references.
5The
Pre-Viewer is password protected due to the sensitivity of information that has not yet been made public.
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6.2
Supported Versions of XBRL Standard Taxonomies
Below is a list of XBRL schemas for the core document files that are supported by EDGAR (e.g.
instance, linkbase, XLink documents). The namespace that represents each document must be
used in the form as shown. A recommended prefix that represents each namespace is provided.
The location of the actual schema file is also identified
1. Taxonomy Schema for XBRL
a. Namespace name: http://www.xbrl.org/2003/instance
b. Recommended prefix: xbrli
c. Location of file: http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd
2. Schema for XML instance
a. Namespace name: http://www.w3.org/2001/XMLSchema-instance
b. Recommended prefix: xsi
c. Location of file: http://www.w3.org/2001/XMLSchema-instance.xsd
3. Taxonomy Schema for XML
a. Namespace name: http://www.w3.org/2001/XMLSchema
b. Recommended prefix: xsd6
c. Location of file: http://www.w3.org/2001/XMLSchema.xsd
4. XBRL linkbase schema constructs
a. Namespace name: http://www.xbrl.org/2003/linkbase
b. Recommended prefix: link
c. Location of file: http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd
5. XBRL simple and extended link constructs
a. Namespace name: http://www.xbrl.org/2003/XLink
b. Recommended prefix: xl
c. Location of file: http://www.xbrl.org/2003/xl-2003-12-31.xsd
6Some
taxonomies use the ‘xs’: prefix instead of ‘xsd:’
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6. XLink attribute specification
a. Namespace name: http://www.w3.org/1999/xlink
b. Recommended prefix: xlink
c. Location of file: http://www.xbrl.org/2003/xlink-2003-12-31.xsd
7. Reference Parts schema (FRTA 1.0)
a. Namespace name: http://www.xbrl.org/2004/ref
b. Recommended prefix: ref
c. Location of file: http://www.xbrl.org/2004/ref-2004-08-10.xsd
8. Reference Parts schema (FRTA 1.0 revised)
a. Namespace name: http://www.xbrl.org/2006/ref
b. Recommended prefix: ref
c. Location of file: http://www.xbrl.org/2006/ref-2006-02-27.xsd
9. Dimensions taxonomy specification
a. Namespace name: http://xbrl.org/2005/xbrldt
b. Recommended prefix: xbrldt
c. Location of file: http://www.xbrl.org/2005/xbrldt-2005.xsd
10. Dimensions instance specification
a. Namespace name: http://xbrl.org/2006/xbrldi
b. Recommended prefix: xbrldi
c. Location of file: http://www.xbrl.org/2006/xbrldi-2006.xsd
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In addition to the core XBRL schema files in the table above, EDGAR supports additional schema
and linkbase files published by XBRL US, other organizations or the SEC itself. The SEC
“Information for EDGAR Filers” web site provides an up-to-date listing of these “recognized”
files. Different types of filings at different times will be permitted (or required) to reference
certain published schemas and linkbases. Filings must always refer to recognized files at the
specified URI locations.
6.3
Submission Syntax
This section details rules of syntax that apply to an Interactive Data submission and all of its
attachments.
6.3.1
Use EDGARLink Online Submission Templates 1, 2, and 3 to attach XBRL
Document Types.
Filers may submit submissions with attached XBRL documents to the EDGAR Filing Website.
The EDGAR OnlineForms/XML Website does not support the attachment of XBRL documents.
EDGARLink Online attaches an XBRL document to a filing in a similar manner as they attach an
ASCII/SGML or HTML document. See 5.2.2.10 and 5.2.3.1 for restrictions on the number, size,
lengths of document names and other properties of attached documents.
6.3.2
XBRL instance, schema, and linkbase documents must be attached to an EDGAR
submission using the EX-100.*, EX-101.*,EX-99.SDR K.*, or EX-99.SDR L.*
document types.
A single submission must not contain more than one of EX-100, EX-101, or EX-99.SDR K
attachments. A submission may contain both EX-99.SDR K and EX-99.SDR L attachments.
All XBRL document types are listed in the table below.
Note: Although the Reference Linkbase file is a valid attachment type, at the moment it is not
used.
XBRL Document
XBRL Related
Document
Type
Interactive Data
Document Types
Root
Element
Required
Element
Instance
EX-100.INS
EX-101.INS,
EX-99.SDR K.INS,
EX-99.SDR L.INS
xbrli:xbrl
Schema
EX-100.SCH
EX-101.SCH,
EX-99.SDR K.SCH,
EX-99.SDR L.SCH
xsd:schema
Calculation Linkbase
EX-100.CAL
EX-101.CAL,
EX-99.SDR K.CAL,
EX-99.SDR L.CAL
link:linkbase
link:calculationLink
Definition Linkbase
EX-100.DEF
EX-101.DEF,
EX-99.SDR K.DEF,
EX-99.SDR L.DEF
link:linkbase
link:definitionLink
Label Linkbase
EX-100.LAB
EX-101.LAB,
EX-99.SDR K.LAB,
EX-99.SDR L.LAB
link:linkbase
link:labelLink
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XBRL Document
XBRL Related
Document
Type
Interactive Data
Document Types
Root
Element
Required
Element
Presentation Linkbase
EX-100.PRE
EX-101.PRE,
EX-99.SDR K.PRE,
EX-99.SDR L.PRE
link:linkbase
link:presentationLink
Reference Linkbase
EX-100.REF
EX-101.REF
link:linkbase
link:referenceLink
6.3.3
XBRL document names must match {base}-{date}[_{suffix}].{extension}.
XBRL Document
Documentname Format
Instance
{base}-{date}.xml
Schema
{base}-{date}.xsd
Calculation Linkbase
{base}-{date}_cal.xml
Definition Linkbase
{base}-{date}_def.xml
Label Linkbase
{base}-{date}_lab.xml
Presentation Linkbase
{base}-{date}_pre.xml
Reference Linkbase
{base}-{date}_ref.xml
Note: Although the Reference Linkbase file is a valid attachment type, at the moment it is not
used.
The {base} on the instance filename should, but need not, begin with the registrant’s ticker
symbol or other mnemonic abbreviation.
The {date} must denote the ending date of the period. If the instance document is a prospectus or
other report whose period is indefinite, {date} should match the filing date.
For example, a Form 10-Q covering the period ending September 30, 2009 has {date} =
20090930; and a 485BPOS filed on January 23, 2010 has {date} = 20100123.
The {base} and {date} on other files in the submission should, but need not, be the same as that
used for the instance in the same submission.
6.3.4
An XBRL document must not contain HTML character name references.
Section 5.2.2.6 defines extended ASCII characters and how they may be referenced in HTML, but
XBRL documents are not HTML documents, and recognize only XML predefined entities
(&quot; &amp; &apos; &lt; and &gt;).
To include characters greater than 127, use XML numeric character references.
For example, &#xAE; and &#174; are ASCII sequences producing the ® symbol.
6.3.5
The ampersand character must begin a valid XML predefined entity or numeric
character reference.
XML with invalid predefined entity or numeric character references are treated as if an invalid
character had appeared. For example, &&; is invalid XML.
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6.3.6
The URI content of the xlink:href attribute, the xsi:schemaLocation attribute and
the schemaLocation attribute must be relative and contain no forward slashes, or a
recognized external location of a standard taxonomy schema file, or a “#” followed
by a shorthand xpointer.
The xlink:href attribute must appear on the link:loc element; the schemaLocation attribute must
appear on the xsd:import element, and the xsi:schemaLocation attribute must appear on the
link:linkbase element and may appear on the xbrli:xbrl element.
Valid entries for the xlink:href attribute, the xsi:schemaLocation attribute and the
schemaLocation attribute are document locations. If they are relative URIs, they are subject to
EDGAR attachment naming conventions. Therefore, all documents attached to the submission
will be at the same level of folder hierarchy. By restricting the content of these attributes, all
documents in the DTS of an instance will be either a standard taxonomy or present in the
submission.
Examples:
●
xlink:href="abccorp-20100123.xsd"
●
<xsd:import schemaLocation="http://xbrl.org/2006/xbrldi-2006.xsd" namespace= …/>
Counterexamples:
●
xlink:href="http://www.example.com/2007/example.xsd”
●
xlink:href="#element(1/4)" (Comment: this is a scheme-based xpointer, not shorthand)
6.3.7
XBRL document names are case sensitive.
XBRL validation requires instances, linkbases and schemas to refer to one another using URIs,
which are case sensitive.
6.3.8
A submission must contain exactly one EX-100.INS, EX-101.INS, or EX-99.SDR
K.INS.
An XBRL instance submitted in the Voluntary Filing Program may be an EX-100.INS. An
Interactive Data instance in XBRL format must be an EX-101.INS, EX-99.SDR K.INS, or
EX-99.SDR L.INS.
6.3.9
Filers must use one of the taxonomies as specified on the SEC website as their
standard taxonomy.
A listing of all taxonomy files can be found on the SEC website at
http://www.sec.gov/info/edgar/edgartaxonomies.shtml.
6.3.10 A submission must contain at least one company extension schema EX-100.SCH,
EX-101.SCH, or EX-99.SDR K.SCH.
A company extension taxonomy might be as simple as single schema that defines the namespace
to be used by the company, and contains xsd:import elements for the relevant base taxonomy
schemas. In most cases, though, the company extension taxonomy will consist of a schema and
several linkbases.
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6.3.11 Attribute xml:base must not appear in any Interactive Data document.
XML processors interpret this attribute differently, so it must not be used.
6.4
Interactive Data Filing Syntax
This section describes the processing of Interactive Data filings.
6.4.1
Reserved.
6.4.2
EDGAR may delete all XBRL attachments from a submission if any of them contains
a syntax error.
EDGAR will not suspend the submission, it removes all XBRL documents from the submission
and the filer receives an “EDGAR Warning” of an “XBRL Error” in their notification message.
This is performed without regard to whether the submission is live or test. A live filing that is
truncated will be distributed without its XBRL attachments.
6.4.3
The XBRL instance documents in a submission must be XBRL 2.1 valid.
6.4.4
EDGAR will suspend a submission with EX-99.SDR K.* or EX-99.SDR L.* with
syntax errors.
6.5
Syntax of Instances
This section defines rules governing syntax restrictions on instances. A valid Interactive Data
instance is a valid XBRL 2.1 instance, but not all valid XBRL 2.1 instances are valid Interactive
Data instances.
Restrictions on the xlink:href, xsi:schemaLocation and schemaLocation attributes, 6.3.6, above,
ensure that the DTS of an instance will contain only documents in the same submission or in a
standard taxonomy.
6.5.1
The scheme attribute of the xbrli:identifier element must be
http://www.sec.gov/CIK.
6.5.2
An xbrli:identifier element must have the CIK of the registrant as its content except
in attachment EX-99.SDR L.INS when it contains the financial report of an entity
without a CIK.
The CIK is an xsd:normalizedString of exactly ten digits from 0 to 9.
The xbrli:identifier contains the CIK of the registrant (issuer), not the filer. Fund Series and Class
identifiers, which are nine digits following an S or C, are not allowed in the xbrli:identifier
element. Document type EX-99.SDR L.INS may contain the financial report of an entity that is
not an SEC registrant; in that case use 0000000000 in xbrli:identifier.
If multiple subsidiaries are reported in the same instance, then the CIK of the holding company is
the only CIK that will appear in the xbrli:identifier element of that one instance. Section 6.6
below contains rules that apply to the xbrli:context elements in an instance containing a combined
submission.
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6.5.3
All xbrli:identifier elements in an instance must have identical content.
6.5.4
The xbrli:scenario element must not appear in any xbrli:context.
If the xbrli:scenario element was used, then XBRL requires that it have child elements; however,
all dimensions in Interactive Data filings appear in the xbrli:segment element. Therefore, the
xbrli:scenario element cannot be used.
6.5.5
If an xbrli:segment element appears in a context, then its children must be one or
more xbrldi:explicitMember elements.
The xbrldi:typedMember element cannot appear in an instance, nor can the xbrli:segment element
be used for anything other than for explicit members.
6.5.6
Reserved.
6.5.7
An instance must not contain duplicate xbrli:context elements.
An instance must not contain equivalent xbrli:context elements. xbrli:segment elements are tested
for equality of their children without regard to order. Contexts are defined to be equivalent if they
have S-equal identifiers, equal dateUnion values for startDate, endDate and instant (respectively),
and segment element children with equal QNames for each explicit dimension (the scenario
element is disallowed by another rule).
The id attribute of an xbrli:context element can be any xsd:NCName, but users will find it helpful
when it is a mnemonic string that contains the xbrli:period (or fiscal period), and the local part of
the QName contents of the dimension attribute and xbrldi:explicitMember. There is usually no
need to repeat the registrant name in the id attribute. There is no limit on the length of the id
attribute.
The table shows examples of this usage.
Period
xbrli:context id attribute
12 months of fiscal 2007
FY07d
End of fiscal 2007
FY07e
Start of fiscal 2007
FY06e
3 months of the 2nd Quarter of fiscal 2007
FY07Q2d
End of the 2nd Quarter of fiscal 2007
FY07Q2e
9 months year to date in fiscal 2007
FY07M9d
Fiscal 2006 previously reported amounts
FY06d_ScenarioAxis_PreviouslyReportedMember
6.5.8
Every xbrli:context element must appear in at least one contextRef attribute in the
same instance.
Unused xbrli:context elements have no benefit to users and are easily removed by the filer before
submission.
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6.5.9
If the duration of a context is more than 24 hours, then its endDate datetime value
must not be greater than the startDate datetime of any other context by 24 hours or
less.
Pairs of contexts must not overlap by 24 hours or less. Contexts of 24 hours or fewer are exempt
from this constraint.
XBRL 2.1 interprets a date used as a context start date as “midnight at the beginning of” that day.
A date used as an instant or endDate in a context means “midnight at the end of” that day.
For example, a company reporting at a May 31st, 2009 fiscal year-end will have contexts whose
end date-time is midnight at the end of 2008-05-31 (the prior fiscal year) and contexts whose start
date-times are midnight at the beginning of 2008-06-01 (the current fiscal year). It must not have
any contexts with start date of midnight at the beginning of 2008-05-31, and no contexts with end
date of midnight at the end of 2008-06-01.
6.5.10 Reserved.
6.5.11 Element xbrli:xbrl must not have duplicate child xbrli:unit elements.
Element xbrli:xbrl must not have equivalent child xbrli:unit elements. Units are equivalent if they
have equivalent measures or equivalent numerator and denominator. Measures are equivalent if
their contents are equivalent QNames. Numerators and Denominators are equivalent if they have
a set of equivalent measures.
6.5.12 An instance must not have more than one fact having the same element name, equal
contextRef attributes, and if they are present, equal unitRef attributes and xml:lang
attributes, respectively, unless their fact values are the same.
An instance must not have more than one fact having S-Equal element names, equal contextRef
attributes, and if they are present V-Equal unitRef attributes and xml:lang attributes effective
values, respectively, unless their content is V-Equal, in which case the distinct facts are
consolidated into a single fact for all other validations. A fact is an occurrence in an instance of an
element with a contextRef attribute. The values of the id attributes are not relevant to detection of
duplicate facts. Other rules forbidding equivalent xbrli:context and xbrli:unit elements ensure that
duplicate values of the contextRef and unitRef attributes can be detected without dereferencing.
The predicate V-Equal is defined in XBRL 2.1 section 1.4. The V-Equal test is sensitive to the
underlying data type, so the decimals attribute of ‘-6’ is V-Equal to decimals ‘-06.0’.
V-Equal facts may have different specified or inferred decimals as defined in XBRL 2.1
section 4.6.6. For example, “123456 Shares with decimals equal to ‘INF’”, and “120000
Shares with decimals equal to ‘-3’” are V-Equal. These facts are consolidated into a single fact
having the maximum specified or inferred decimals value.
Calculation inconsistencies have no impact on the validity of EDGAR submissions, and therefore
the effect of numeric fact duplication in XBRL 2.1 section 5.2.5.2 is moot.
6.5.13 The default value of the xml:lang attribute on non-numeric facts and on
link:footnote is ‘en-US’.
XBRL 2.1 does not specify a default value for the xml:lang attribute, but an Interactive Data
instance assumes one.
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6.5.14 An instance having a fact with non-nil content and the xml:lang attribute not equal
to “en-US” must also contain a fact using the same element and all other attributes
with an xml:lang attribute equal to “en-US”.
Non-US English content may appear but it must be translated into US English.
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For example, the US English fact below can appear in an instance without the French fact, but the
French fact cannot appear without the US English fact
<eg:q contextRef=’x’>yes</eg:q>
<eg:q contextRef=’x’ xml:lang=’fr’>oui</eg:q>
6.5.15 If the un-escaped content of a fact with base type us-types:textBlockItemType or a
type equal to or derived by restriction of the type ‘escapedItemType’ in a standard
taxonomy schema namespace contains the “<” character followed by a QName and
whitespace, “/>” or “>”, then the un-escaped content must contain only a sequence of
text and XML nodes.
The “<” character may appear in the text content of an XML element as “&lt;”, “&#x3C;”,
“&#60;” or some other guise; when it appears, the content of the element will then be
“un-escaped” for analysis. If “<” is followed by a QName and whitespace, then the content is
tested for XML well-formedness.
Although the name of every element in the US GAAP Taxonomies with base type
us-gaap:textBlockItemType ends with the string “TextBlock,” the reverse may not be true; an
element name has no significance in this rule.
Example XBRL
Text After “un-escaping”
<eg:AcidityTextBlock>
pH < 1.0
pH&lt;1.0
</eg:AcidityTextBlock>
Valid
Yes. Without a
QName the
un-escaped
content is not
interpreted as
markup.
<us-gaap:InventoryTextBlock contextRef="x">
Inventory<BR>
No
3. <b>Inventory</b>
Yes
The <i>S&amp;P 500&reg;</i>
Index
Yes
Inventory&lt;BR>
</us-gaap:InventoryTextBlock>
<us-gaap:InventoryTextBlock contextRef="x">
3. &lt;b>Inventory&lt;/b>
</us-gaap:InventoryTextBlock>
<eg:BenchmarkTextBlock>
The &lt;i>S&amp;amp;P 500&amp;reg;&lt;/i>
Index
</eg:BenchmarkTextBlock>
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Some software applications may render the resulting content of the element as if it was embedded
in an HTML 3.2 document, and well-formed XML is a prerequisite for well-formed HTML.
Considering the status of the text as a kind of management assertion, well-formed XML is in the
interest of the registrant because it decreases the likelihood of incorrect renderings.
HTML entity references such as &reg; must be doubly quoted as shown in the example above.
Likewise, an XML entity reference such as &amp; will appear in the un-escaped text only if
doubly quoted.
6.5.16 Facts of type “text block” whose un-escaped content contains markup must satisfy
the content model of the BODY tag as defined in 5.2.2.
This specifies the circumstances under which content containing escaped markup will be
interpreted as HTML. HTML as accepted by EDGAR is detailed in Section 5.2.2 and is based on
HTML 3.2 elements and entities, with extensions (such as allowing the “style” attribute) and
restrictions (such as disallowing the “SPAN” element).
Except for exceptions specified in 6.10, there is no prohibition on escaped markup appearing in
other XBRL elements in schemas (such as link:definition) or linkbases (such as link:label), and
the SEC Rendering does not un-escape that content.
6.5.17 The xbrli:xbrl element must not have any facts with the precision attribute.
This applies to the submission only; the word “precision” may be used in other ways by XBRL
preparation software.
6.5.18 Reserved.
6.5.19 An instance covering a reporting period must contain a Required Context that is an
xbrli:context having xbrli:startDate equal to 00:00:00 on the first day of the
reporting period and xbrli:endDate equal to 24:00:00 on its last day.
This rule defines “Required Context”. For example, this rule applies to Form 10-Q filings for a
company with a June 30, 2009 fiscal year end as follows:
Quarter
xbrli:startDate
xbrli:endDate
1
2009-07-01
2009-09-30
2
2009-07-01
2009-12-31
3
2009-07-01
2010-03-31
Many submissions require a second Required Context; see 6.5.21 below. Required contexts are
distinguished by having no xbrli:segment elements.
6.5.20 For each required Document Information element, an instance must contain a fact
with that element and a contextRef attribute referring to its Required Context.
Required Document Information facts may specify attribute xml:lang, but facts with xml:lang
attribute absent or xml:lang equal to “en-US” take precedence over facts having other values for
xml:lang.
Additional facts using the Required Document Information elements are allowed in other
contexts.
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The Required Document Information elements are:
Required Document Element
dei:DocumentType
Base Type
EDGAR Form Types
(Corporate Finance):
(Example)
8-K
485BPOS
10, 10-K, 10-Q, 20-F,
40-F, 6-K, 8-K, F-1, F-10,
F-3, F-4, F-9, S-1, S-11,
S-3, S-4, POS AM,
10-KT, 10-QT, POS EX
10/A, 10-K/A, 10-Q/A,
20-F/A, 40-F/A, 6-K/A,
8-K/A, F-1/A, F-10/A,
F-3/A, F-4/A, F-9/A,
S-1/A, S-11/A, S-3/A,
S-4/A, 10-KT/A, 10-QT/A
EDGAR Form Types
(Investment
Management):485BPOS,
497, N-CSR, N-CSRS,
N-Q, N-CSR/A,
N-CSRS/A, N-Q/A
EDGAR Exhibit Types
(Trading & Markets):
SDR K, SDR L
dei:DocumentPeriodEndDate
YYYY-MM-DD
2009-09-30
dei:AmendmentFlag
xsd:boolean
true
dei:AmendmentDescription
xsd:normalizedString
Correct the company HQ
address
(present if and only if
dei:AmendmentFlag equals ‘true’)
YYYY-MM-DD is an ISO 8601 format date. ISO 8601 is the international standard for
representing dates, times, durations and periods issued by the International Standards
Organization.
Unless otherwise indicated in the table in section 6.5.21, other elements in the “dei” namespace
whose names start with “Document” are optional.
6.5.21 An instance must contain one non-empty fact for each required Entity Information
element, each with a contextRef attribute referring to a Required Context. The value
of an EntityPublicFloat fact in an instance will be 0 for an entity that has only public
debt.
Required Entity Information facts may specify attribute xml:lang, but facts with xml:lang
attribute absent or xml:lang equal to “en-US” take precedence over facts having other values for
xml:lang.
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Required Entity Information facts having period type “instant” use a context containing an
xbrli:instant value that is the measurement date (for public float and common shares or other units
of ownership outstanding), otherwise identical to the Required Context.
Additional facts using the Required Entity Information elements are allowed in other contexts.
The table below contains a description of the elements along with their base type, as well as
providing an example for each.
Element
Base Type
(Example)
EntityRegistrantName
xsd:normalizedString
General Example Company
EntityCentralIndexKey
dei:centralIndexKey
0005551212
EntityCurrentReportingStatus
dei:yesNo
Yes
EntityVoluntaryFilers
dei:yesNo
No
CurrentFiscalYearEndDate
xbrli:gMonthDayItemType
--12-31*
EntityFilerCategory
dei:filerCategory
Large Accelerated Filer
EntityWellKnownSeasonedIssuer
dei:yesNo
Yes
EntityPublicFloat
xsd:decimal
987654321
DocumentFiscalYearFocus
xbrli:gYearItemType
2009**
DocumentFiscalPeriodFocus
dei:fiscalPeriodItemType
FY, Q1, Q2, Q3, Q4, H1, H2,
M9, T1, T2, T3, M8, CY***
*Note:
The value space of xbrli:gMonthDayItemType is in the format --MM-DD.
The value space of xsd:gYearItemType is a year in the form YYYY.
***Note: 10-Q’s for the 1st, 2nd and 3rd quarters should have a fiscal period focus of Q1, Q2, and Q3 respectively,
and a 10-K should have fiscal period focus of FY.
**Note:
The following table shows which elements will be validated for each form type. Please note,
however, that omitting the Registrant Name or Central Index Key leads to other errors, but
otherwise, omission of data within the XBRL tags for these elements will not result in the
suspension of the filing nor will the XBRL data be removed. Instead, a warning message will be
added to the filer’s acceptance message if the data is not included or does not match the base type
as specified in the table above. All other Entity Information elements are optional (see 6.5.22).
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10-K,
10-KT
10-Q,
10-QT,
SDR K,
SDR L
40-F
6-K,
N-CSR,
N-Q,
NCSRS
10, S-1,
S-3, S-4,
S-11,
POS AM
8-K, F-1,
F-3, F-10,
497,
485BPOS
20-F
EntityRegistrantName
X
X
X
X
X
X
X
EntityCentralIndexKey
X
X
X
X
X
X
X
No info blank
cell
X
X
No info blank
cell
No info blank
cell
No info blank
cell
EntityCurrentReportingStatus
EntityVoluntaryFilers
X
No info blank
cell
No
info
blank
cell
No info
blank
cell
No info blank
cell
No info blank
cell
No info blank
cell
CurrentFiscalYearEndDate
X
X
X
X
X
No info blank
cell
No info blank
cell
EntityFilerCategory
X
X
X
No info
blank
cell
No info blank
cell
X
No info blank
cell
EntityWellKnownSeasonedIssuer
X
No info blank
cell
X
No info
blank
cell
No info blank
cell
No info blank
cell
No info blank
cell
EntityPublicFloat
X
No info blank
cell
No
info
blank
cell
No info
blank
cell
No info blank
cell
No info blank
cell
No info blank
cell
DocumentFiscalYearFocus
X
X
X
X
X
No info blank
cell
No info blank
cell
DocumentFiscalPeriodFocus
X
X
X
X
X
No info blank
cell
No info blank
cell
Element
X
6.5.22 All other elements in the dei namespace are optional.
6.5.23 The contents of the dei:EntityCentralIndexKey fact in the Required Context must
equal the content of the xbrli:identifier element in that context.
6.5.24 The official Registrant Name that corresponds to the CIK of the xbrli:identifier text
content must be a case-insensitive prefix of the dei:EntityRegistrantName fact in the
Required Context, unless the xbrli:identifier value is 0000000000.
For example, the CIK 0005551212 has official registrant name ALPHA BETA CHI. The
following would be valid values for dei:EntityRegistrantName: “alpha beta chi”, “alpha beta
chicago”, “Alpha Beta Chicago”, “aLpHa BeTa ChIcAgO”. The following would not be valid:
“alphabeta chi”, “alpha beta”, “alpha beta corp”.
6.5.25 Elements with a type attribute equal to or a restriction of ‘domainItemType’ in a
standard taxonomy schema target namespace must not appear as facts in an
instance.
Elements of this type are for use only in the xbrldi:explicitMember element.
6.5.26 An instance with dei:DocumentType of 10-K, 10-Q, 20-F, 10-KT, 10-QT, or 40-F
must have at least one non-empty dei:EntityCommonStockSharesOutstanding fact
for each class of stock or other units of ownership outstanding.
If the entity represented in the Required Context does not have common shares or other
ownership units outstanding, the dei:EntityCommonStockSharesOutstanding fact value must be
zero. A fact having xsi:nil='true' cannot be used to satisfy this criterion.
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If an entity represented in the Required Context has only one class of common stock or other units
of ownership outstanding, then no matter what the class is named, the instance requires only one
dei:EntityCommonStockSharesOutstanding fact, and the context of that fact will have an
xbrli:instant equal to the measurement date, and that context will have no xbrli:segment element.
If the entity represented in the Required Context has multiple classes of common shares or other
units of ownership outstanding, then the instance must not have any
dei:EntityCommonStockSharesOutstanding fact in any context without an xbrli:segment. Instead,
the instance must have a distinct context for each class of common stock or other units of
ownership outstanding, and each context will have xbrli:instant equal to the measurement date, an
xbrli:segment with an explicit member of the us gaap:StatementClassOfStockAxis for each class
of stock or other units of ownership, and a dei:EntityCommonStockSharesOutstanding fact in
each such context. This is a specific case of the more general requirement in 6.6.10 below.
6.5.27 A link:footnoteLink element must have no children other than link:loc,
link:footnote, and link:footnoteArc.
Although valid XBRL 2.1, custom elements in the substitution groups of link:loc, link:footnote or
link:footnoteArc have no value to users.
6.5.28 The xlink:role attribute of a link:footnote element must be defined in the XBRL
Specification 2.1.
6.5.29 The xlink:role attribute of a link:loc element must be empty, or defined in the XBRL
Specification 2.1.
6.5.30 The xlink:arcrole attribute of a link:footnoteArc element must be defined in the
XBRL Specification 2.1 or a standard taxonomy schema.
6.5.31 Reserved.
6.5.32 A link:footnoteLink link:loc xlink:href attribute must start with the sharp sign “#”.
Occurrences of link:footnote in an instance can only refer to facts in that instance.
The target of a link:footnote locator xlink:href attribute may be an element with xsi:nil='true', so
registrants should not assume that a “nil” fact is completely equivalent to a “missing” fact.
6.5.33 Every nonempty link:footnote element must be linked to at least one fact.
A nonempty link:footnote element must have an xlink:label attribute equal to an xlink:to attribute
of a sibling link:footnoteArc.
Footnotes with text must not “dangle”. By contrast, a link:loc element that is not connected by a
link:footnoteArc is legal syntax.
6.5.34 The content of a link:footnote element must satisfy the content model of the BODY
tag as defined in 5.2.2.
XBRL 2.1 allows link:footnote elements to contain XHTML. HTML as accepted by EDGAR is
detailed in Section 5.2.2 and is based on HTML 3.2 elements and entities, with extensions (such
as allowing the “style” attribute) and restrictions (such as disallowing the “SPAN” element).
6.5.35 If element “UTR” in a standard namespace is declared in the DTS of an instance,
then the value of each ‘unitRef’ attribute on each fact of a type in that registry must
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refer to a unit declaration consistent with the data type of that fact, where
consistency is defined by that registry.
XBRL 2.1 already enforces the requirement that a fact of xbrli:monetaryItemType must have a
unitRef whose xbrli:measure is an ISO standard currency. A standard numeric data type registry
is similar but broader: it has a schema with numeric type declarations, and each numeric data type
is associated with consistent unit declaration measures, numerators and denominators.
A portion of a registry is shown below; full details are maintained at
http://www.sec.gov/info/edgar/edgartaxonomies.shtml.
In this table, for example, facts whose type is based on areaItemType must have a unit whose
measure is one of sqft, sqyd, sqmi, etc. The notation “(any)” means that the element namespace is
ignored for the purposes of checking for consistency
Type
name
space
Type
element
name
Unit
measu
re
names
pace
(any)
percentItemType
xbrli
Unit
measure
element
name
pure
Unit
numera
tor
namesp
ace
Unit
numerator
element
name
Unit
denomi
nator
names
pace
Unit
denominator
element
name
Rate or
Fraction
n/a
disallowed
n/a
disallowed
Monetary
unit per
Share
iso4217
3-letter
ISO 4217
codes
xbrli
shares
Meaning
(any)
perShareItemType
n/a
(any)
areaItem
Type
(any)
sqft
Square
Foot
n/a
disallowed
n/a
disallowed
(any)
areaItem
Type
(any)
sqyd
Square
Yard
n/a
disallowed
n/a
disallowed
(any)
areaItem
Type
(any)
sqmi
Square
Mile
n/a
disallowed
n/a
disallowed
(any)
areaItem
Type
(any)
A
Acre
n/a
disallowed
n/a
disallowed
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6.5.36 The local name part of the content of xbrli:measure in UTF-8 must not exceed 200
bytes in length.
This length restriction applies to bytes in UTF-8 encoding, not characters. See 6.7.29 below.
6.5.37 The decimals attribute value must not cause non-zero digits in the fact value to be
interpreted as zero.
If the decimals attribute of a numeric fact is not equal to ‘INF’, then the value is interpreted as if
certain digits were zero. Interactive Data documents must not contain usage that results in such
truncations. The examples below illustrate correct and incorrect use:
Fact text
Decimals value
Interpreted value
Result
-2345.67
INF
-2,345.67
no info blank cell
-2345.67
2
-2,345.67
no info blank cell
-2345.67
0
-2,345.00
Error
-2345.67
-2
-2,300.00
Error
-2345.67
-3
-2000.00
Error
-2345.67
-6
0000.00
Error
For further information and guidance using the decimals attribute, see 6.6.32 below.
6.5.38 Do not use element xbrli:forever in contexts.
6.6
Contents of Instance Data
This section describes requirements on the content of instance data.
6.6.1
In an instance reporting a fiscal year, non-numeric facts containing text about any
portion of that or a prior year must have a contextRef attribute to an xbrli:context
for the reporting period year.
For example, in a fiscal year 2009 report a company describes litigation settled in fiscal 2007.
Nevertheless, the disclosure text should be in a context for fiscal 2009. A reporting period begins
at 00:00:00 of its first day and ends at 24:00:00 of its last day, which is the XBRL 2.1 default for
periods. Only the date, not the time part of the ISO 8601 date-times, should be used in contexts.
6.6.2
In an instance reporting a fiscal year-to-date, the non-numeric facts containing text
about any portion of the year-to-date or prior year must have a contextRef attribute
to an xbrli:context representing the year-to-date.
For example, a company completes an acquisition in its second fiscal quarter. In its 3rd quarter
fiscal report, the Acquisitions note contains text describing that same acquisition. The 3rd quarter
text should be in the context for the first nine months (that is, the year-to-date).
6.6.3
Facts about a registrant must have an xbrli:context element in the default legal
entity, except for facts that apply only to a reportable segment or a subsidiary with
separate reporting obligations to the Commission.
A context is defined to be “in the default legal entity” if and only if it has no
xbrldi:explicitMember with a dimension attribute equal to ‘dei:LegalEntityAxis’.
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The entity that it refers to is a Consolidated Entity, which is also the entity in the xbrli:identifier
element of the Required Context.
For example, ABC company is a consolidated entity if it has subsidiaries DEF and GHI that each
have separate reporting obligations to the Commission. ABC is a consolidated entity from the
point of view of an instance that contains data about both DEF and GHI.
For example, suppose fund family MNO has two series MNOX and MNOY. MNO is considered
a ‘consolidated entity’. An instance containing the annual statements (or schedule of investments,
or risk/return summaries) for both MNOX and MNOY must use the CIK of the fund family MNO
as the xbrli:identifier. In that instance, MNO is the “default legal entity”.
6.6.4
If facts about a Consolidated Entity and one or more of its subsidiaries, each with
separate reporting obligations to the Commission, appear in a single instance, it is a
consolidating instance.
This is common when disclosures about the parent company and its separately reporting
subsidiaries are included in a single, combined filing, such as Form 10-K.
For example, parent company ABC is a consolidated entity from the point of view of an instance
that contains the reconciliation of ABC’s consolidated statements with its subsidiaries DEF and
GHI.
For example, an instance containing the annual statements (or schedule of investments, or
risk/return summaries) for two series MNOX and MNOY of fund family MNO is considered a
“consolidating instance” for the “consolidated entity” MNO. Even if the report does not, strictly
speaking, contain a “consolidation”, it will contain facts such as narratives that apply to all the
series.
6.6.5
The contexts for facts about entities other than the Consolidated Entity must have
xbrli:explicit Member with a dimension attribute equal to dei:LegalEntityAxis and
distinct values.
The dimension member must be declared in the company extension schema and linkbases as
detailed in Sections 6.7 and 6.16 below.
The dei:LegalEntityAxis axis may be used in any instance; a consolidating instance that contains
facts about multiple subsidiaries must use it.
For example, a holding company (ABC) files a Form 10-K that contains:
1. The face financial statements of the holding company on a consolidated basis;
2. Selected financial data for each of its separately reporting subsidiaries (DEF and GHI)
If facts about all entities ABC, DEF and GHI are included in a single instance document, at least
three contexts are required, as shown below.
<xbrli:context id="FY09"><xbrli:entity>
<xbrli:identifier scheme="http://www.sec.gov/CIK">9999999999</xbrli:identifier>
</xbrli:entity>…</xbrli:context>
<xbrli:context id="FY09_DEF"><xbrli:entity>
<xbrli:identifier scheme="http://www.sec.gov/CIK">9999999999</xbrli:identifier>
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<xbrli:segment>
<xbrldi:explicitMember dimension="dei:LegalEntityAxis">abc:DEF</xbrldi:explicitMember>
</xbrli:segment>
</xbrli:entity>…</xbrli:context>
<xbrli:context id="FY09_GHI"><xbrli:entity>
<xbrli:identifier scheme="http://www.sec.gov/CIK">9999999999</xbrli:identifier>
<xbrli:segment>
<xbrldi:explicitMember dimension="dei:LegalEntityAxis">abc:GHI</xbrldi:explicitMember>
</xbrli:segment>
</xbrli:entity
>…</xbrli:context>
In the above example, assume namespace prefix “abc” is bound to the company’s extension
schema namespace.
If facts about two investment fund series MNOX and MNOY are included in a single instance,
then at least three contexts are required, as shown below. The MNO context is the context for
facts such as dei:EntityCentralIndexKey or accounting policies text blocks. A Fund Series
identifier must not appear as an xbrli:identifier; it must appear only as the element name of the
domain member representing the series (“S777777777”, “S666666666”)
<xbrli:context id="FY09_MNO"><xbrli:entity>
<xbrli:identifier scheme="http://www.sec.gov/CIK" >8888888888</xbrli:identifier>
</xbrli:entity>…</xbrli:context>
<xbrli:context id="FY09_MNOX"><xbrli:entity>
<xbrli:identifier scheme="http://www.sec.gov/CIK" >8888888888</xbrli:identifier>
<xbrli:segment>
<xbrldi:explicitMember dimension="dei:LegalEntityAxis" >mno:S777777777</xbrldi:explicitMember>
</xbrli:segment>
</xbrli:entity>…</xbrli:context>
<xbrli:context id="FY09_MNOY" ><xbrli:entity>
<xbrli:identifier scheme="http://www.sec.gov/CIK" >8888888888</xbrli:identifier>
<xbrli:segment>
<xbrldi:explicitMember dimension="dei:LegalEntityAxis" >mno:S666666666</xbrldi:explicitMember>
</xbrli:segment></xbrli:entity>…</xbrli:context>
In the above example, assume namespace prefix “mno” is bound to the fund family’s extension
schema namespace.
6.6.6
Facts in a consolidating instance with a context that names an entity with
subsidiaries, applies collectively to subsidiaries within that subset.
For example, ABC is a public holding company whose submission has an instance document
containing the consolidated statements of ABC, selected financial data of each of its separately
reporting subsidiaries DEF, GHI and JKL, a (non-numeric) Note to the Financial Statements
applies only to subsidiaries GHI and JKL (but not to DEF), and in that note appears a material
(numeric) figure “USD 30m” for (say) combined expenses of GHI and JKL. If the numeric fact is
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reported then a new domain member (such as “G_J”) could be used to denote the combination of
those two subsidiaries, and be used in the xbrldi:explicitMember element. In this example the
namespace prefix “abc” is bound to the company’s extension taxonomy namespace:
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<xbrli:context id="FY09_GHIJKL"><xbrli:entity>
<xbrli:identifier scheme="http://www.sec.gov/CIK">9999999999</xbrli:identifier>
<xbrli:segment>
<xbrldi:explicitMember dimension="dei:LegalEntityAxis">abc:G_J</xbrldi:explicitMember>
</xbrli:segment>
</xbrli:entity>…</xbrli:context>
However, creating such “synthetic” entities should be avoided if the only facts that will be
disclosed are non-numeric; in that case it is much better to simply duplicate the non-numeric
facts. For example, consider a fund prospectus that contains a narrative fee disclosure that applies
to share classes A, B and T, but a different narrative fee disclosure that applies to share class I.
Tag the disclosure separately, once for each class. Do not create a new domain member named
ABT to denote the combination of classes for the context of the narrative fee disclosure.
Section 6.16 below requires the members of each domain to form a tree, so that if GHI and JKL
are combined in a context as G_J, then DEF and GHI cannot also be combined for a different
context in any instance using the same company extension schema and linkbases. The situation
will not arise at all at levels 1, 2 or 3 tagging, and will be extremely rare even at level 4.
6.6.7
In a consolidating instance, facts that apply only to the parent company and not to
any specific subsidiaries must have contexts whose xbrldi:explicitMember elements
have a dimension attribute of dei:LegalEntityAxis and value
us-gaap:ParentCompanyMember.
The registrant is free to define domain members to identify subsidiaries, but the registrant cannot
choose the domain member to use for the parent company (it must be
us-gaap:ParentCompanyMember) and cannot choose a domain member for the consolidated
entity (it must have only the default value for dei:LegalEntityAxis).
6.6.8
In a consolidating instance, facts that apply only to eliminations between subsidiaries
must have contexts whose xbrldi:explicitMember elements have a dimension
attribute of dei:LegalEntityAxis and value
us-gaap:ConsolidationEliminationsMember.
Rule 6.6.4 above gives the registrant freedom to define domain members to identify subsidiaries,
but the registrant cannot choose the domain member to use for eliminations.
For example, a consolidation of ABC with its subsidiaries contains corporate headquarters
expenses that must be expressed as facts about us-gaap:ParentCompanyMember, and eliminations
between DEF and GHI that are expressed as (negative) figures that are facts about
us-gaap:ConsolidationEliminationsMember.
6.6.9
Facts that apply to all classes of stock in a submission must have an xbrli:context
element without a dimension attribute equal to us-gaap:StatementClassOfStockAxis.
The default element of the us-gaap:StatementClassOfStockAxis is us-gaap:ClassOfStockDomain
and refers to facts about an entire submission, independent of the class of stock.
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6.6.10 An instance containing facts that are only specific to distinct stock classes in a
statement must distinguish those facts using xbrli:context elements whose
xbrldi:explicitMember elements have a dimension attribute of
us-gaap:StatementClassOfStockAxis.
Many “generic” stock class domain members appear in the us-gaap namespace (for example,
us-gaap:CommonClassAMember), but filers may also create new domain members to refer to
specific classes.
Investment company submissions cannot use the generic members. Each class in each series must
be defined as a domain member with element name equal to the Fund Class identifier (for
example, if MNOX has A, B and I classes, they might be domain members C555555555,
C555555556, C555555557).
6.6.11 An instance containing multiple reports about the same entity for the same periods
under different reporting assumptions must distinguish the facts in different reports
using xbrli:context elements whose xbrldi:explicitMember elements have a
dimension attribute of us-gaap:StatementScenarioAxis.
Although the default scenario domain member is normally used to the same effect as “actual”,
when there is more than one entirely distinct report the Scenario axis is used to distinguish the
reports.
6.6.12 An instance must contain a fact for each combination of line item and period that
appears on the face of the financial statements of the corresponding official
HTML/ASCII document.
For example, a small fragment of a balance sheet:
Line Item
Land
Amount in thousands(2007)
$31,659
Amount in thousands(2006)
$31,601
This example corresponds to these two facts for the combination of line item and period:
<us-gaap:Land unitRef="usd" decimals="-3" contextRef="FY07e">31659000</us-gaap:Land>
<us:gaap:Land unitRef="usd" decimals="-3" contextRef="FY06e">31601000</us-gaap:Land>
6.6.13 The facts representing a line item that appears on the face of the financial statements
of the corresponding official HTML/ASCII document must use the same element in
different periods.
For example:
Line Item
Land and
buildings
Amount in thousands(2007)
$31,659
EDGAR Filer Manual (Volume II)
Amount in thousands(2006)
$31,601
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September 2015
The two facts must not use different elements:
<us-gaap:Land unitRef="usd" decimals="-3" contextRef="FY07e">31659000</us-gaap:Land>
<us-gaap:LandAndBuildings unitRef="usd" decimals="-3"
contextRef="FY06e">31601000</us-gaap:LandAndBuildings>
Use only the more encompassing element us-gaap:LandAndBuildings.
A consequence of following this rule is that facts for the same registrant from submission to
submission will usually, though not always, use the same elements.
6.6.14 An instance must contain a fact for each amount disclosed parenthetically in line
items that appears on the face of the financial statements of the corresponding
official HTML/ASCII document.
Example:
Line Item
Amount in thousands(2007)
Receivables (net of allowance for bad debts of $200 in 2007)
$700
The instance contains two facts:
<us-gaap:AccountsReceivableNetCurrent unitRef="usd" decimals="-3"
contextRef="FY07e">700000</us-gaap:AccountsReceivableNetCurrent>
<us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent unitRef="usd" decimals="-3"
contextRef="FY07e">200000</us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent>
For example, note that even if Receivables had been $1,000 at the end of 2006 with no allowance
for doubtful accounts material enough to be parenthetically disclosed, that would not make it a
Gross Receivables figure, and the net value would nevertheless be reported as
<us-gaap:AccountsReceivableNetCurrent unitRef="usd" decimals="-3"
contextRef="FY06e">1000</us-gaap:AccountsReceivableNetCurrent>
6.6.15 The xsi:nil="true" attribute must be used only to convey a value that is different
from both “zero” and different from not reporting the fact at all, or to identify a fact
detailed only by a link:footnote.
For example, a small fragment of an original HTML/ASCII document balance sheet:
Amount in
thousands
(2007)
Amount in
thousands
(2006)
Commitments and Contingencies
-
-
Preferred Shares (x,xxx shares authorized, none issued)
-
-
Line Item
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This corresponds to these facts:
<us-gaap:CommitmentsAndContingencies unitRef="USD" contextRef="FY07e" xsi:nil="true"/>
<us-gaap:CommitmentsAndContingencies unitRef="USD" contextRef="FY06e" xsi:nil="true"/>
<us-gaap:PreferredStockValue unitRef="USD" contextRef=”FY07e” xsi:nil=”true”/>
<us-gaap:PreferredStockValue unitRef="USD" contextRef=”FY06e” xsi:nil=”true”/>
6.6.16 An instance must contain facts containing each complete footnote and each required
schedule (as set forth in Article 12 of Regulation S-X) of the corresponding official
HTML/ASCII document, as a single block of text.
This “block tagging” requirement that applies to most submission and document types; some
document types also require tagging as described below in 6.6.19, 6.6.20, and 6.6.22.
Submission Types
Document Types
Block
Tagging
Required
Level 2, 3, and
4 Tagging
Required
485POS, 497
EX-100.INS,
EX-101.INS
No
No
SDR
EX-99.SDR K.INS,
EX-99.SDR L.INS
Yes
No
Any other
EX-100.INS,
EX-100.INS
Yes
Yes
Each non-numeric fact must reflect the same information in the corresponding text in the official
HTML/ASCII document. Formatting and layout is relevant for elements of a type attribute
textBlockItemType or a type equal to or derived by restriction from the type ‘escapedItemType’
in a standard taxonomy schema namespace, but not for any other types. A fact of either type
whose content represents a disclosure, footnote or schedule in the Original HTML/ASCII
Documents must contain escaped HTML to preserve that layout or formatting.
For example, the original text as displayed in a browser:
Dividends
Our Board of Directors declared the following dividends:
:
Declaration Date
Per Share Dividend
(Fiscal year 2008)
$.09
September 17, 2008
The original HTML 3.2 format text:
<B><I>Dividends</I></B><P>Our Board of Directors declared the following dividends:</P><TABLE>
<TR><TH align=left valign=bottom>Declaration Date</TH><TH/><TH colspan=2 width=70>Per Share
Dividend</TH></TR>
<TR><TD align=left><I>Fiscal year 2008</I></TD></TR>
<TR><TD align=left>September 17, 2008</TD><TD/><TD>$</TD><TD align=right>0.09</TD></TR>
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</TABLE>
This text must appear in a text block. But if all the layout and formatting are removed and
whitespace is normalized, the result is much harder to understand:
Dividends Our Board of Directors declared the following dividends: Declaration Date Per Share Dividend
(Fiscal year 2008) September 17, 2008 $ 0.09
Therefore the entire text must appear as text containing only well-formed XHTML, in which the
tags are balanced and the attributes quoted:
<us-gaap:CashFlowSupplementalDisclosuresTextBlock contextRef="FY08Q1">
&lt;b> &lt;i>Dividends &lt;/i>
&lt;/b> &lt;p>Our Board of Directors declared the following dividends: &lt;/p> &lt;table> &lt;tr> &lt;th
align="left" valign="bottom" style="border-bottom: 1pt solid black">Declaration Date&lt;/th> &lt;th/> &lt;th
colspan="2" style="width: 70pt; border-bottom: 1pt solid black">Per Share Dividend &lt;/th> &lt;/tr>
&lt;tr> &lt;td align="left"> &lt;i>(Fiscal year 2008) &lt;/i> &lt;/td> &lt;/tr> &lt;tr> &lt;td
align="left">September 17, 2008 &lt;/td> &lt;td/> &lt;td>$ &lt;/td> &lt;td align="right">0.09 &lt;/td> &lt;/tr>
&lt;/table>
</us-gaap:CashFlowSupplementalDisclosuresTextBlock>
6.6.17 An instance must not contain facts that do not appear in the corresponding official
HTML/ASCII document.
The information in interactive data format should not be more or less than the information in the
official HTML/ASCII document of the related registration statement or report.
6.6.18 Page headers and footers appearing in an official HTML/ASCII document must not
appear in any of the facts or link:footnote elements of an instance.
The term “footer” refers to a layout location on a printed page; it is not a “footnote”. The phrase
“The accompanying notes are an integral part of these financial statements” is considered a page
footer for purposes of this rule.
6.6.19 For each significant accounting policy within the accounting policies footnote of the
corresponding official HTML/ASCII document, an instance must contain a fact
containing the policy as a block of text, if the document type requires “level 2”
tagging.
Footnotes (equivalently, “Notes to the Financial Statements”) are represented in instances at four
levels of detail. Level 1 is always required (Rule 6.6.16 above), and levels 2, 3 and 4 are required
based on the phase-in schedule of the registrant.
6.6.20 An instance must contain each table within each footnote in the corresponding
official HTML/ASCII document as a separate fact block of text, if the document type
requires “level 3” tagging.
In the example given in Rule 6.6.16 above, the table would be tagged separately:
<us-gaap:ScheduleOfDividendsPayableTextBlock contextRef="FY08Q1">
&lt;table&gt;
&lt;tr&gt;&lt;th align=”left” valign=”bottom”&gt;Declaration Date&lt;/th&gt;&lt;th/&gt;&lt;th colspan=”2”
width=”70”&gt;Per Share Dividend&lt;/th&gt;&lt;/tr&gt;
&lt;tr&gt;&lt;td align=”left”&gt;&lt;I&gt;Fiscal year 2008&lt;/I&gt;&lt;/td&gt;&lt;/tr&gt;
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&lt;tr&gt;&lt;td align=”left”&gt;September 17, 2008&lt;/td&gt;&lt;td/&gt;&lt;td&gt;$&lt;/td&gt;&lt;td
align=”right”&gt;0.09&lt;/td&gt;&lt;/tr&gt;
&lt;/table&gt;
</us-gaap:ScheduleOfDividendsPayableTextBlock >
6.6.21 Reserved.
6.6.22 An instance must contain separately each monetary value, percentage, and number
in each footnote in the corresponding official HTML/ASCII document, as a fact, if
the document type requires “level 4” tagging.
An instance may also contain dates and narrative disclosures as level 4 facts.
Level 4 facts appear separately from the text blocks of levels 1 to 3; the fact may have
non-material changes to the formatting of dates and possibly other facts, for example:
Declaration Date
Per Share
Dividend
(Fiscal year 2008)
$.09
September 17, 2008
This table contains only two facts, in which “September 17, 2008” becomes “2008-09-17” and
“0.09” becomes “.09”:
<us-gaap:DividendsPayableDeclarationDate contextRef="…"
>2008-09-17</us-gaap:DividendsPayableDeclarationDate>
<us-gaap:DividendsPayablePerShare contextRef="…" unitRef="USD_per_share" decimals="INF"
>.09</us-gaap:DividendsPayablePerShare >
For another example, the sentence “Accretion expense declined from 30 thousand to six thousand
in 2009” contains two facts
<us gaap:AccretionExpense unitRef="USD" decimals="-3" contextRef="FY08" >30000</us
gaap:AccretionExpense>
<us gaap:AccretionExpense unitRef="USD" decimals="-3" contextRef="FY09" >6000</us
gaap:AccretionExpense>
6.6.23 An element used in numeric facts representing amounts must have an
xbrli:periodType attribute that is the same as the amounts reported.
An element with an xbrli:periodType attribute of “instant” has values that are only measurable at
a point in time; the value “duration” is used for all other elements, including textual information.
Most elements in the US GAAP Taxonomies have the “duration” period type.
Elements in the US GAAP Taxonomies are never identified as being a beginning or ending period
amount. The same element can represent both a beginning and ending balance, because the
underlying financial concept is the same. The differentiating factor is the point in time, which is
identified in the instance document and not the taxonomy.
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6.6.24 If an element used in numeric facts representing amounts in one or more periods has
a definition, then the scope of that definition must include the material amounts
reported for that line item in the corresponding official HTML/ASCII document.
An element “has a definition” if there is text in the link:label element located as follows: label
linkbases listed at http://www.sec.gov/info/edgar/edgartaxonomies.shtml contain link:label
elements with an xml:lang="en-US" attribute and an xlink:role attribute equal to
‘http://www.xbrl.org/2003/role/documentation’. If a link:labelArc with an xlink:to attribute
matching the xlink:label attribute of such a link:label element, and an xlink:from attribute that
matches the xlink:label attribute of a link:loc whose xlink:href attribute is an element, then the
text of link:label is the definition of that element.
The definition is an element’s most important attribute and must be consistent with the financial
concept reported. An element should be interpreted by the substantive meaning provided in its
definition. Definitions cannot be changed. As important as they are, all definitions have
limitations, so preparers should not base their choice of an element simply on minor, immaterial
differentials in definitions. Determining whether a definition is consistent with the financial
concept requires judgment, and other attributes of the element must be considered.
6.6.25 An element must not be used in numeric facts representing amounts of a line item in
different periods if it has a definition that explicitly excludes one or more of the
material amounts in the corresponding official HTML/ASCII document.
For example, the definition for element “Other Restructuring Costs” states that it “excludes costs
associated with the retirement of a long-lived asset and severance costs associated with
established compensation plans.”
6.6.26 When there is a choice among different elements that have definitions consistent with
a set of facts in one or more periods, use the element with the narrowest definition.
For example, while in principle, eleven possible word combinations may be derived from
“depreciation”, “amortization”, “impairment”, and “depletion”, all eleven might not be included
as distinct elements in a standard taxonomy namespace. If the line item being reported consists
only of depreciation, then use an element such as DepreciationAndAmortization; do not use any
of the alternative elements whose definition also includes impairment or depletion.
6.6.27 If there is a choice among different elements whose type attribute is consistent with a
set of facts in one or more periods, use the element with the most specific type
attribute.
For example, a footnote contains the sentence “The assumed discount rate is 2%” or, equivalently,
“The assumed discount rate is two percent”. There is a numeric element declared in a standard
taxonomy for the value of assumed discount rates, and another element for “assumptions”. Use
the numeric assumed discount rate.
Another example is if a fact is a dollar amount and there are some potential elements that are
monetary and others that are strings or text blocks, the monetary elements must be used.
Similarly, “per share” dollar amounts must be tagged with “per share” elements.
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6.6.28 When there is a choice among different elements having distinct link:reference
elements in a standard taxonomy, use the element with the most specific reference.
Reference linkbases containing link:reference elements do not have to be in the DTS of the
instance as submitted but they should be used during the preparation of the instance.
For example, an element with a link:reference to a specific paragraph in a FAS is likely to be a
better choice than an element that simply refers to the entire FAS. Determining whether
references supporting the definition are consistent with the financial fact requires judgment, and
other attributes of the element must be considered.
6.6.29 When choosing the most appropriate element for facts in one or more periods, the
element’s xbrli:periodType attribute takes precedence over the type attribute, which
takes precedence over the element’s documentation string if present, which in turn
takes precedence over the label string, which in turn takes precedence over
link:reference elements.
The calculation, definition, and presentation linkbases published along with standard taxonomies
schemas are extremely useful ways to communicate how elements are related to each other.
Preparers use linkbases that organize common sets of tags as a starting point. However, these
linkbases are to be used as templates by preparers to build their own linkbases to communicate
their own intended relationships. Also, any element in a standard taxonomy schema may be used
in an instance that has the schema in its DTS independently of which linkbases it might have
appeared in. Therefore it is the elements standing by themselves with their definitions, references
and attributes that are definitive.
The name attribute of an element is a mnemonic, not a definition; do not use the name attribute of
an element as a definitive indicator of its meaning.
6.6.30 Invert the sign of a numeric fact whose element has an xbrli:balance value that is
inconsistent with the reporting concept being reported.
Often, this means entering a negative value into the instance, irrespective of whether that negative
value will subsequently be rendered without brackets as a result of applying a negating label.
The value of xbrli:balance (debit or credit) is assigned to monetary elements in a standard
taxonomy namespace from the perspective of the income statement and balance sheet. This
perspective may be inconsistent with the presentation of the element in the financial statements.
For example, a financial concept in the cash flow statement may be represented by an element that
was assigned an xbrli:balance based on the income statement. As a result, the xbrli:balance may
be different from preparers’ expectations. A different xbrli:balance value for an element must not
influence the registrant in deciding whether the element is appropriate for the fact representing a
financial concept, and registrants should not create a new element if an element in a standard
taxonomy namespace is consistent with the financial concept reported in all respects except
xbrli:balance.
Use an element even if its xbrli:balance is not the balance type expected.
6.6.31 The content of a numeric fact never has a scale factor.
Examples:
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●
The value “twenty thousand” may appear in a numeric fact as any legal decimal
representation of 20,000, such as 20000, 20000.0, or 020000. It must not appear as “20”.
●
The value “20%” may appear in a numeric fact as any legal decimal representation of .2,
such as 0.2, 0.20, 000.2000.
●
The value “20%” must not appear in a numeric fact as “20”, “20/100”, “20%” or any
variation of the integer “20”.
6.6.32 The value of the decimals attribute of a fact must correspond to the accuracy of the
corresponding amount as reported in the official HTML/ASCII document.
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The decimals attribute influences how numbers are interpreted in XBRL and any value for the
decimals attribute other than the value INF implies rounding or truncation. Use the following
table to select the correct value of the decimals attribute for a fact so that it corresponds to the
value as presented (most often rounded) on the corresponding official HTML/ASCII document.
Accuracy of the amount as shown in official HTML/ASCII document
Value of decimals attribute
Exact monetary, percentage, basis point or any other amount
INF
Rounded to billions
-9
Rounded to millions
-6
Rounded to thousands
-3
Rounded to units
0
Rounded to cents
2
Rounded to a whole percentage
2
Rounded to basis points
4
Examples:
Fact
Value
Value of decimals attribute
A federal tax rate of (exactly) 46%
.46
INF
An management fee of (exactly) 10 basis points
.001
INF
A (rounded) profit margin of 9.3%
.093
3
A (rounded) change in NAV of 12 basis points
.0012
4
A (rounded) inventory “in thousands” of 100
100000
-3
A (rounded) inventory “in thousands” of 100.2
100200
-2
The decimals attribute is not a scale factor.
The decimals attribute is not a formatting code; it does not indicate that the digits in the instance
must subsequently be presented to a user in any particular way.
6.6.33 Do not resolve calculation inconsistencies by inserting digits that do not appear in the
official HTML/ASCII document.
For example, rounding can result in calculation inconsistencies. In this example, XBRL validation
software will identify a calculation inconsistency:
Line Item
Amount
Earnings per share, Basic
1.30
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic Share
.01
Income (Loss) from Continuing Operations, Per Basic Share
1.28
The decimals attribute must be equal to "2" for all three amounts, because these digits as reported
in the financial statement have been rounded. Adjusting the decimals attribute of "2" on the facts
to "1" or "3" will not resolve the inconsistency. Adding hidden digits, such as changing .01 to .014
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and 1.28 to 1.284, and setting their decimals attributes to "3" may resolve the calculation
inconsistency, but the extra digits were not reported in the official HTML/ASCII document.
6.6.34 Do not define or use units that imply a scale factor on a currency.
To express amounts in US Dollars, use only xbrli:unit with one xbrli:measure element whose
content is the QName iso4217:USD.
Do not define units such as “thousands of USD”, “millions of GBP”, or “pence”.
6.6.35 Each unit must appear with only one implicit power-of-ten scale factor per instance.
Filers must use units and implicit scale factors consistently throughout submitted instances.
element type attribute
us-types:boeItemType
us-types:volumeItemType
Abbreviation
Boe
Meaning
Barrel Oil Equivalent (Energy)
MBoe
Thousand Barrels of Oil Equivalent
MMBoe
Million Barrels of Oil Equivalent
cf
Cubic Feet of Natural Gas
Mcf
Thousand Cubic Feet of Natural Gas
MMcf
Million Cubic Feet of Natural Gas
Fbbls
Barrels of Oil at 60 degrees F
MBbls
Thousands of Barrels of Oil
MMbls
Millions of Barrels of Oil
For example, these facts have a unitRef attribute of different scales in a single instance and only
one such scale may be used:
<us-gaap:ProvedDevelopedReservesVolume … unitRef="MMbbl">3880</…>
<us-gaap:ProvedDevelopedReservesVolume … unitRef="Mbbl">2200000</…>
<us-gaap:ProvedUndevelopedReservesVolume … unitRef=”Fbbls”>42000000</…>
By contrast, units such as “lb” and “oz” are distinct, not related by a power of ten, and may be
used, for example, as “hundreds of pounds” and “ounces” in a single instance.
Define and use other xbrli:unit elements (usually needed for performance metrics such as “stores”
or “customers”) consistently within an instance and in subsequent submissions.
To define a custom unit, the xbrli:measure element requires the use of a namespace prefix. For
example, a company with schema namespace prefix “abc” would declare Thousands of Barrels of
Oil as follows:
<xbrli:unit id="MBbls">
<xbrli:measure>abc:MBbls</xbrli:measure>
</xbrli:unit>
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6.6.36 If a fact whose element type attribute equals ‘us-types:dateStringItemType’ or a
restriction of it refers to a specific date, then its value must be a valid XML Schema
date.
The type us-types:dateStringItemType is used for elements for which the fact values are usually a
specific date, but may be accompanied by text that modifies or qualifies the date.
If the date is known and specific then it must appear in the form “YYYY-MM-DD”. Otherwise,
string values such as “After 2007” or “before March 31, 2009” are acceptable.
For example, “Tuesday, October 19, 2010” violates this rule; it must be 2010-10-19.
6.6.37 If a fact whose element type attribute is ‘us-types:durationStringItemType’ or a
restriction of it refers to a specific length of time, then its value must be a valid XML
Schema duration.
The type us-types:durationStringItemType is used for elements for which the fact values are most
often a specific duration, but are sometimes accompanied by text that modifies or qualifies that
duration.
If the duration is known and specific then it must appear in forms such as “P1D” “P6M” or
“P5Y”. Otherwise, a string value such as “From 6 months to 5 years” is valid.
For example, the text “One year and eight months” violates this rule; it must be “P1Y8M”.
6.6.38 Reserved.
6.6.39 Text that is shown in the official HTML/ASCII document at the bottom of a page on
the face of the financials preceded by a superscript must appear in the corresponding
instance as the text of a link:footnote element.
The content of link:footnote should not contain the superscript symbol or number originally
appearing in the official HTML/ASCII document.
Financial statement “footnotes” (Notes to the Financial Statements) do not appear in a
link:footnote.
6.6.40 Distinct texts that are shown in the official HTML/ASCII document at the bottom of
a page on the face of the financials preceded by distinct superscripts must appear in
the corresponding instance as the text of distinct link:footnote elements.
6.7
Syntax of Company Extension Schemas
This section defines rules governing the syntax restrictions on attached schemas. A valid
Interactive Data schema is a valid XBRL 2.1 schema, but not all valid XBRL 2.1 schemas are
valid Interactive Data schemas.
6.7.1
The xsd:schema must not have an xsd:include element.
This rule does not apply to schemas in a standard taxonomy.
There is one namespace per xsd:schema element and therefore no “chameleon schemas”, and
additional XBRL 2.1 syntax restrictions apply.
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The elementFormDefault attribute is usually “qualified” and the attributeFormDefault attribute
usually “unqualified”, but there are no formal restrictions on the values of these attributes and no
formal restrictions on the formDefault attribute.
6.7.2
If an xsd:import element has a namespace attribute equal to a standard taxonomy
schema, then its schemaLocation attribute must be the standard taxonomy assigned
to that namespace.
6.7.3
The authority part of an xsd:schema targetNamespace attribute must not equal the
authority part of a targetNamespace attribute of any standard taxonomy schema.
The authority part of a valid URI is the part after ‘//’ and before the subsequent ‘/’ character.
6.7.4
The targetNamespace attribute must match http://{authority}/{versionDate}.
The company-specific schema has a unique targetNamespace attribute name for each schema.
Namespaces are not to be confused with external references even though they may appear to have
very similar formats. An external reference describes the location of a particular file with the
intent of accessing the contents of that file. A namespace, on the other hand, is a name that
identifies elements that belong to a particular markup vocabulary. However, since they function
very differently, restrictions that are placed on external references do not apply to namespaces.
Since a particular instance document is expected to reference multiple vocabularies, namespaces
provide a convention by which each vocabulary is uniquely identified. This avoids problems of
recognition and collision of similarly named elements from different vocabularies appearing in
XBRL documents.
6.7.5
The targetNamespace attribute must be a valid URI with an {authority} that is either
a domain name controlled by the publisher of the schema, a domain name controlled
by the registrant, or if neither exists, then a mnemonic name for the registrant such
as its ticker symbol.
From time to time, regulatory, accounting or other authorities may publish schemas to support
new reporting rules. Until such schemas are added to the standard taxonomy lists, registrants may
provide a copy of such a schema in their submission. In such a case, the targetNamespace
attribute will contain an {authority} different from the registrant.
The registrant must own or control the authority name; for example, “example.com” could only
be used by Example Inc. itself.
The {authority} used in the targetNamespace attribute must match the {authority} in the URI of
any role or arc role declarations.
6.7.6
The targetNamespace attribute must be a valid URI with a {versionDate} that
identifies the release date of the schema.
Examples:
●
http://abcinc.com/20080331, http://www.definc.us/20081231
Counterexamples:
●
http://sec.gov/abc/20080331, http://abcinc.com/2009
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The targetNamespace attribute of the schema is different than the scheme attribute in the
xbrli:identifier element; the scheme attribute refers to the SEC and the targetNamespace attribute
does not.
6.7.7
Element xsd:schema must bind a Recommended Namespace Prefix for the
targetNamespace attribute that does not contain the underscore character.
A mnemonic such as the ticker symbol of the company in lowercase is suitable.
For example, <xsd:schema xmlns:abc='http://abcinc.com/20080331' …>
6.7.8
Element xsd:schema must not contain any occurrences of “embedded” linkbases.
Elements in the “link” namespace having a type attribute equal to ‘extended’, ‘arc’, ‘resource’ or
‘locator’ must not occur anywhere in an xsd:schema.
6.7.9
The roleURI attribute of a link:roleType element must begin with the same {scheme}
and {authority} as the targetNamespace attribute.
For example, in an xsd:schema with a targetNamespace attribute equal to
‘http://abcinc.com/20090229’, the string ‘http://abcinc.com/’ must start the roleURI attribute
value of any link:roleType.
The roleURI attribute should be considered permanent, to be used in future submissions.
In a link:roleType declaration the roleURI attribute should end with “/role/” and a mnemonic
name.
For example
<link:roleType @roleURI="http://abcinc.com/role/StatementOfIncome"> …</link:roleType>
6.7.10 A DTS must not contain more than one link:roleType element with equal values of
the roleURI attribute.
Duplicate role declarations in a single schema file are forbidden by XBRL 2.1; this forbids
duplicate role declarations in the instance DTS as a whole.
6.7.11 A link:roleType declaration with link:usedOn containing link:presentationLink,
link:definitionLink or link:calculationLink must also have a link:usedOn for the
other two.
This rule is relevant to three of the linkbase elements whose type attribute is fixed at ‘extended’ as
shown in the table below.
type attribute
QName in link:usedOn
Declared by
extended
link:calculationLink
link:roleType
extended
link:definitionLink
link:roleType
extended
link:presentationLink
link:roleType
6.7.12 A link:roleType element must contain a link:definition child element whose content
will communicate the title of the section, the level of facts in the instance that a
presentation relationship in the base set of that role would display, and sort
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alphanumerically into the order that sections appear in the official HTML/ASCII
document.
The link:roleType link:definition text must match the following pattern:
{SortCode} - {Type} - {Title}
The {Type} must be one of the words ‘Disclosure’, ‘Document’, ‘Schedule’ or ‘Statement’.
The meaning of the base set appears in {Title}.
{SortCode} is used only to sort base sets for display. The sort code is sorted alphanumerically, not
numerically, so “10” would appear before “2”. Filers must choose a scheme for their sort code
and declare separate role types so as to achieve the following:
1. Each Statement must appear in at least one base set, in the order the statement
appeared in the official HTML/ASCII document.
2. If the presentation relationships of more than one base set contains the facts of a
Statement (to achieve a layout effect, such as a set of rows, followed by a table with a
dimension axis on the vertical, followed by another set of rows) then the {SortCode}
of that base set must sort in the order that the rows of the Statement will be displayed.
3. A Statement that contains parenthetical disclosures on one or more rows must have a
base set immediately following that of the Statement, where all facts in its
parenthetical disclosures appear in presentation relationships.
4. All base sets containing the contents of Footnotes must appear after base sets
containing the contents of Statements.
5. A Text Block for each Footnote must appear in at least one presentation relationship in
a base set.
6. Each base set for a “Footnote as a Text Block” presentation link must contain one
presentation relationship whose target is a Text Block.
7. Base sets with presentation relationships for a Footnote tagged at level 2 must appear
after all base sets tagged at level 1.
8. A base set with presentation relationships for a Footnote tagged at level 3 must appear
after all base sets tagged at level 2.
9. A base set with presentation relationships for a Footnote tagged at level 4 must appear
after all base sets tagged at level 3.
The {Title} is the text that follows “ - ” in the link:definition. The text should distinguish to a
human reader what each separate relationship group contains. The table below shows an example
in which the filer has simply used a two-digit sequence number.
The {Title} must not contain scale or units (such as “in millions of US dollars except per share
data”) text.
Note: The link:definition MUST NOT have leading or trailing XML whitespace or newlines.
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Type of Facts in Presentation Links:
01 - Statement - Statement of Income
02 - Statement - Balance Sheet
No info blank cell No info blank cell
No info blank cell No info blank cell
Each Table
in a
Individual
Footnote Values or
as a Text Narratives
Block
No info blank cell
Yes
No info blank cell
Yes
03 - Statement - Balance Sheet (Parenthetical)
No info blank cell No info blank cell
No info blank cell
Yes
04 - Statement - Cash Flows
No info blank cell No info blank cell
No info blank cell
Yes
05 - Statement - Changes in Equity
No info blank cell No info blank cell
No info blank cell
Yes
06 - Statement - Comprehensive Income
No info blank cell No info blank cell
No info blank cell
Yes
Each
Each
Footnote Accounting
as a
Policy as a
Text Block Text Block
Example link:definition Text
07 - Disclosure - Accounting Policies
Yes
No info blank cell
No info blank cell No info blank cell
08 - Disclosure - Inventories
Yes
No info blank cell
No info blank cell No info blank cell
09 - Disclosure - Earnings per Share
Yes
No info blank cell
No info blank cell No info blank cell
10 - Disclosure - Unearned Revenue
Yes
No info blank cell
No info blank cell No info blank cell
11 - Disclosure - Equity
Yes
No info blank cell
No info blank cell No info blank cell
12 - Disclosure - Accounting Policies, by Policy
No info blank cell
13 - Disclosure - Inventories (Tables)
No info blank cell No info blank cell
Yes
No info blank cell
14 - Disclosure - Unearned Revenue (Tables)
No info blank cell No info blank cell
Yes
No info blank cell
No info blank cell
Yes
No info blank cell
16 - Disclosure - Equity, Dividends (Table)
No info blank cell No info blank cell
Yes
No info blank cell
17 - Disclosure - Inventories (Detail)
No info blank cell No info blank cell
No info blank cell
Yes
18 - Disclosure - Unearned, by Component (Detail)
No info blank cell No info blank cell
No info blank cell
Yes
19 - Disclosure - Unearned, by Segment (Detail)
No info blank cell No info blank cell
No info blank cell
Yes
No info blank cell
No info blank cell
Yes
No info blank cell No info blank cell
No info blank cell
Yes
15 - Disclosure - Equity, Share Repurchases (Table) No info blank cell
20 - Disclosure - Equity, Share Repurchases (Detail) No info blank cell
21 - Disclosure - Equity, Dividends (Detail)
Yes
No info blank cell No info blank cell
Defining roles is important, because the SEC Interactive Data Viewer displays all the facts in an
instance if they appear in a presentation relationship, and displays facts only when they appear in a
presentation relationship in a base set of the role. Note that if the link:definition text matches
“{SortCode} – {Type} – {Title}” then the SEC Interactive Data Viewer shows only the {Title}
part.
6.7.13 The arcroleURI attribute of a link:arcroleType element must begin with the same
{scheme} and {authority} parts as the targetNamespace attribute.
For example, in a schema with a targetNamespace attribute http://abcinc.com/20090229, the
string http://abcinc.com/ must start the arcroleURI attribute of any link:arcroleType.
The arcroleURI attribute should be considered permanent, to be used in future submissions.
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In a link:arcroleType declaration the arcroleURI attribute should end with “/arcrole/” followed by
a mnemonic name.
For example,
<link:arcroleType @arcroleURI="http://abcinc.com/arcrole/SpecialRelationship"> …</link:arcroleType>
6.7.14 A DTS must not contain more than one link:arcroleType element with equal values
of the arcroleURI attribute.
6.7.15 A link:arcroleType element must have a nonempty link:definition.
The link:arcroleType link:definition text should explain the purpose of the arc role.
The content of link:usedOn is the QName of an arc-type element; however, note that there are
additional rules that restrict what may be used as the value of the xlink:arcrole attribute in
instances, schemas and linkbases.
6.7.16 The name attribute of an xsd:element must not equal any xsd:element name
attribute in a standard taxonomy schema that appears in the same instance DTS.
It is not necessary to compare the @name attribute to all element declarations in all standard
taxonomy schemas. Only those schemas that are present in the DTS of a specific instance being
validated are relevant.
6.7.17 The id attribute of an xsd:element must consist of the Recommended Namespace
Prefix of the element namespace, followed by one underscore, followed only by its
name attribute.
When constructing a name attribute, a common convention is to capitalize the first letter and use
mainly lowercase characters, using capitalization only to indicate a natural word break, for
example “CurrentPortionOfLongTermDebt”. Note the first character of a name attribute must not
be underscore, and if the name attribute is originally based on a label and in a subsequent version
of the schema, the label changes, the name attribute must not be changed merely to maintain
agreement.
6.7.18 The nillable attribute value of an xsd:element must equal ‘true’.
6.7.19 The xsd:element substitutionGroup attribute must not be a member of a substitution
group with head ‘xbrli:tuple’.
6.7.20 An xsd:element must not have an xbrldt:typedDomainRef attribute.
6.7.21 If the abstract attribute of xsd:element is ‘true’, then the xbrli:periodType attribute
must be ‘duration’.
6.7.22 Reserved.
6.7.23 The xsd:element substitutionGroup attribute must equal ‘xbrldt:dimensionItem’ if
and only if the name attribute ends with ‘Axis’.
An element is defined to be an “Axis” if and only if its substitutionGroup attribute equals
‘xbrldt:dimensionItem’.
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6.7.24 The xsd:element name attribute must end with ‘Table’ if and only if
substitutionGroup attribute equals ‘xbrldt:hypercubeItem’.
An element is defined to be a “Table” if and only if its substitutionGroup attribute equals
‘xbrldt:hypercubeItem’.
6.7.25 If the xsd:element substitutionGroup attribute is not equal to
‘xbrldt:dimensionItem’ or equal to ‘xbrldt:hypercubeItem’ then it must equal
‘xbrli:item’.
6.7.26 If xsd:element name attribute ends with ‘LineItems’ then the abstract attribute must
equal ‘true’.
6.7.27 The xsd:element name attribute must end with ‘Domain’ or ‘Member’ if and only if
the type attribute equals or is derived from ‘domainItemType’ in a standard
taxonomy schema target namespace.
A “domain member” is defined as an element meeting this condition.
6.7.28 If xsd:element type attribute equals or is derived from ‘domainItemType’ in a
standard taxonomy schema target namespace then the xbrli:periodType attribute
must equal ‘duration’.
6.7.29 The content of an xsd:element, xsd:complexType, or xsd:simpleType name attribute
in UTF-8 must not exceed 200 bytes in length.
This length restriction applies to bytes in UTF-8 encoding, not characters. For example, an
element name of 101 repetitions of character “Ā” (Unicode x0100) violates this criterion because
its UTF-8 encoding has 202 bytes.
By contrast, the six-byte EDGAR accepted encoding of that same character, “&#256;” when read
and stored as an XML text node in UTF-8 encoding, would be only two bytes. Therefore up to
100 repetitions of that sequence would be allowed.
Names of reasonable length limited to US-ASCII characters avoid such complexities entirely and
are advisable.
6.7.30 The content of a targetnamespace, roleURI or arcroleURI attribute in UTF-8 must
not exceed 255 bytes in length.
This length restriction applies to bytes in UTF-8 encoding, not characters. See 6.7.29 above.
6.7.31 The xsd:element type must not be equal to or derived from xbrli:fractionItemType.
6.7.32 An element declaration having a non-numeric base type, abstract not 'true', and not
derived from domainItemType must have the value 'duration' for xbrli:periodType.
In combination with 6.7.21 and 6.7.28 this means that only element declarations having a numeric
base type may have period type 'instant'.
6.8
Content of Schemas
This section describes the content required in schemas.
6.8.1
A schema that changes any xsd:element or type declarations or changes any
relationships in its DTS from an earlier version of itself in such a way as to invalidate
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earlier instances must use only the {versionDate} portion of its targetNamespace
attribute to identify the new version.
From submission to submission, a company extension’s schema and linkbases almost always
change, for example, to accommodate changes in the parenthetical portions of element labels.
Change the {versionDate} portion of the schema’s targetNamespace with each submission to
ensure that submissions validate independently and maintain their correspondence to Original
HTML/ASCII Documents.
For example, a 2nd quarter Form 10-Q submission contains a schema with a targetNamespace
attribute http://abcinc.com/20091231. The schema for the 3rd quarter Form 10-Q changes one
element from the xbrli:balance attribute of ‘credit’ to ‘debit’. Its targetNamespace attribute
changes to http://abcinc.com/20100331.
6.8.2
Reserved.
6.8.3
Do not define link:arcroleType (or link:roleType for a resource-type element) that
means the same as arc roles or resource roles that are already defined in the XBRL
2.1 specification or in a standard taxonomy.
The table below shows declarations that are technically possible, although any use of the defined
role or arc role would be subject to all other rule restrictions.
6.8.4
type attribute
QName in link:usedOn
Declared by
extended
link:labelLink
link:roleType
extended
link:referenceLink
link:roleType
resource
link:label
link:roleType
resource
link:footnote
link:roleType
resource
link:reference
link:roleType
arc
link:calculationArc
link:arcroleType
arc
link:definitionArc
link:arcroleType
arc
link:labelArc
link:arcroleType
arc
link:presentationArc
link:arcroleType
arc
link:referenceArc
link:arcroleType
Wherever possible, registrants should assign a standard and other labels for an
element defined in a standard taxonomy schema in preference to declaring a new
element in a company schema.
A standard label is a link:label element with an xlink:role attribute equal to
‘http://www.xbrl.org/2003/role/label’.
For example, the US GAAP Taxonomies include the financial statement element “Gross Profit.”
It does not include “gross margin,” because this is defined the same as “gross profit”: both are
used to mean “excess of revenues over the cost of revenues.” A registrant using the label “Gross
margin” in its income statement should use the element corresponding to the financial statement
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element “gross profit,” and then change the label for this element on the standard list to “gross
margin.”
Defining a new, company-specific element has many consequences, not only for all users of the
instance but also for the registrant’s ability to reuse the schema and linkbases in subsequent
reporting periods and reduce their future reporting effort. The scope of those consequences
depends on the type of element, and must be done under specific circumstances discussed below
with respect to each type of element.
6.8.5
Reserved.
6.8.6
Do not include company-specific or period-specific information in an xsd:element
name attribute for elements having other than type ‘domainItem Type’.
Elements with other item types, including (but not limited to) monetary, percent, integer, shares,
per share, string, or text block item types, should not include company-specific or period-specific
information in the element name. Domain members may include company-specific or
period-specific information in the element name.
For example, filers should not create a monetary element with the name “AcquisitionOfDefCo” or
“FourthQuarterAdjustment”. However, they may create a domain member with the name
“AbcSegmentMember”.
6.8.7
Reserved.
6.8.8
Declare an xsd:element with an abstract attribute equal to ‘true’ if an appropriate
abstract element does not exist, and use the presentation linkbase to have facts
rendered sequentially.
An abstract element cannot appear as a fact in an instance. Therefore, unless the element appears
as a domain member in an instance context, none of the element selection considerations
described above in the “Instance Semantics” section 6.6 (documentation labels, references,
similarity to other elements, and so on) apply to the determination of whether an existing abstract
element is “appropriate”. Filers may create abstract elements at their discretion to arrange
presentation relationships.
6.8.9
Declare an xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ if
the standard taxonomy schema contains only monetary type elements that, in the
judgment of the registrant, are too broadly defined for a given line item.
For example, an original HTML/ASCII document may contain a financial statement line item that
encompasses a significant fraction of a nearby line item. For example, an original HTML/ASCII
document contains these lines:
Line Item
Amount
Accounts payable
7,324
Securities lending payable
1,274
Other liabilities, current
2,362
The us-gaap namespace does not have an element whose definition is sufficiently narrow enough
to encompass “Securities Lending Payable” alone while leaving the other line items shown
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indistinguishable. Meeting the accounting disclosure requirements justifies defining an
xsd:element with a name attribute SecuritiesLendingPayable.
For example, an original HTML/ASCII document may contain a financial statement line item that
combines two elements defined in a standard taxonomy schema. For example, an original
HTML/ASCII document contains these lines:
Line Item
Amount
Goodwill
9,845
Prepaid pension and postretirement benefits
8,731
Other assets, noncurrent
872
The us-gaap namespace has separate elements PrepaidExpenseOtherNoncurrent and
PrepaidPensionCosts, but the registrant judges the former to be too narrow and the latter to be too
broad for the line item. Meeting the accounting disclosure requirements justifies defining the
xsd:element with a name attribute PrepaidPensionAndPostretirementBenefits.
6.8.10 Do not declare different elements for different values of the same underlying line
item.
For example, a line item that appears with different values (even in the same period) is still only a
single xsd:element. For example, a cash flow statement may have a line item “Reclassification of
proceeds from Operations to Investments” that appears in “Cash flow from Operations” as (10)
and under “Cash flow from Investments” as 10; it is still the same fact and the same xsd:element.
More generally, a line item such as “Net Income” is the same as the line item for “Net Loss”,
since such an xsd:element may appear in facts with different values, positive, negative, or zero in
different periods.
6.8.11 An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ must have
an xbrli:balance attribute if it appears on a statement of income or balance sheet.
An xsd:element “appears on a statement of income or balance sheet” if the xsd:element is the
target of a presentation relationship in a link:presentationLink with an xlink:role attribute with a
link:definition that contains phrases such as “income,” “balance,” “financial position.”
The xbrli:balance attribute values ‘credit’ and ‘debit’ serve to disambiguate the meaning of a
positive (or negative) fact value in an instance. In combination with the xbrli:periodType
attribute, a user can identify all monetary facts on the income statement and balance sheet as
assets, liabilities, income or expenses no matter what their name attribute.
6.8.12 An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ has an
xbrli:periodType attribute equal to ‘instant’ if and only if it represents beginning
and end of period balances, as distinct to balances defined over a period of time.
Otherwise, use an xbrli:periodType attribute equal to ‘duration’. Do not define separate elements
to represent the beginning and ending balances.
Facts in the instance have a contextRef attribute that contain the calendar date for the value.
Therefore, the same fact represents the ending balance of a prior period and beginning balance of
the next period.
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6.8.13 An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ that
represents an adjustment must have a xbrli:periodType attribute equal to
‘duration’.
By convention, a balance adjustment fact has a contextRef attribute that refers to the period prior
to the end-of-period balance that it applies to.
6.8.14 A ratio of values that would have the same unitRef attribute must be declared as an
xsd:element with a type attribute equal to or derived from ‘percentItemType’ in a
standard taxonomy schema target namespace, even though its value is not scaled by
100.
Only if both the numerator and denominator would have an xbrli:periodType attribute of ‘instant’
could this element’s xbrli:periodType attribute also be ‘instant’.
Although a concept such as “Change in Revenues” is conventionally rendered scaled by 100 and
followed by the “%” symbol, a fact of this xsd:element in an instance will have a unitRef attribute
referencing a unit having no division element and exactly one measure xbrli:pure and a value such
as .20 or -.03. To reduce ambiguity in the meaning of such a concept, use a name attribute that
expresses the true ratio, using the word ‘Over’.
For example, an element “Change in Revenues from the Period One Year Earlier, Over Revenues
from the Period One Year Earlier” is awkwardly named, but explicit and applicable to both
quarterly and annual reports. As explained below, the label linkbase can contain a more compact
“terse” label and the presentation linkbase can indicate where the terse label should be used.
6.8.15 A ratio of values for which its facts would have an ISO 4217 currency in the
numerator and a different ISO 4217 currency in the denominator must be declared
as an xsd:element with a type equal to or derived from xbrli:pureItemType.
For example, an “Exchange Rate” concept is a “pure” number, being a ratio of two monetary
values and the unitRef attribute of its underlying values having different currencies.
6.8.16 If facts in an instance are dates, but no xsd:element in a standard taxonomy with a
type attribute equal to ‘xbrli:dateItemType’ is appropriate, declare an xsd:element
with a type attribute equal to ‘xbrli:dateItemType’.
For example, an original HTML/ASCII document shows a table of contracts with values and
maturity dates. There is no appropriate element in any standard taxonomy schema for the date, so
declare an element ‘ContractMaturityDate’.
6.8.17 If facts in an instance are a mixture of text, date, numbers or other values, and no
xsd:element in a standard taxonomy with a type attribute equal to
‘xbrli:stringItemType’ is appropriate, then declare an xsd:element with a type
attribute equal to ‘xbrli:stringItemType’.
For example, an original HTML/ASCII document shows a table of contracts with a short text
description of the project and its terms. Declare an element ‘ProjectTermsText’.
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6.8.18 If no standard taxonomy schema contains domain member elements specific enough
to distinguish between facts needing distinct values of ‘xbrldi:explicitMember’, then
declare an xsd:element with a type attribute equal to or derived from
‘domainItemType’ in a standard taxonomy schema target namespace.
The us-gaap, dei and other standard taxonomy schemas define domain items and members for
every axis. The us-gaap:StatementScenarioAxis, for example, has a domain (default member) that
leaves the scenario unspecified, and five specific scenario domain members sufficient for almost
any reporting scenario that would appear in a submission. For other domains, registrants define
elements with mnemonic name attribute values to organize facts into contexts.
Examples:
Domain Element
Examples of Registrant-defined Domain Elements
dei:EntityDomain
Separately reporting subsidiaries (DEF, GHI)
(see also 6.6.5)
EDGAR Series Identifier (S000099999, S000999999)
us-gaap:ClassOfStockDomain
EDGAR Class Identifier (C000099999, C000999999)
(see also 6.6.9)
Share Class Groups (ABC, ABCT)
us-gaap:ProductOrServiceNameDomain
Product Name (DrugAAA, DrugBBB, DrugCCC)
us-gaap:SegmentBusinessDomain
Customer Segments (Treasury, AssetManagement)
us-gaap:SegmentGeographicalDomain
Regions (NewEngland, CaribbeanBasin)
Just as a domain member element must not be used in a fact, a line item should not be used as a
domain member and a domain member should not be used as a line item.
Some tables have company-specific domains in which the members have no meaning other than
to form a list. For example, in the US GAAP Taxonomy’s relationship group 710000, there are
tables representing schedules of shares grouped by exercise price range. The element
“Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range
[Domain]” is an example of such a domain. Each member of this domain represents a distinct,
non-overlapping price range. The upper and lower values of each range are likely to change each
period. Therefore, domain member elements such as “Range01”, “Range02”, and so forth are
better to use because each range can have a different upper range and lower range value in each
period and each is a per-share line item. The name of the domain is of no interest.
6.8.19 Do not declare an xsd:element with a type attribute equal to or derived from
‘domainItemType’ in a standard taxonomy schema target namespace as an explicit
“total” domain member.
Elements with a name attribute ending in Domain, as the default member of an Axis, already
serve as a total.
6.8.20 For value and narrative facts, declare an xsd:element with a substitutionGroup
attribute equal to ‘xbrldt:dimensionItem’ if a standard taxonomy schema contains
no Axis element for a reporting axis appearing in the original HTML/ASCII
document.
A narrative fact is a non-numeric fact with a base type derived from ‘xsd:string’.
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If the axes of an existing table are insufficient to capture a complex disclosure, a preparer may
need to add an axis element. For example, suppose there is a table for “Long-lived Assets
Held-for-sale by Asset Type” that has an axis for the asset type. If a registrant needs to
disaggregate an asset type (property, for example) according to its degree of distress, declare an
xsd:element name attribute such as ‘DistressDegreeAxis’.
6.8.21 Declare an xsd:element with a substitutionGroup attribute equal to
‘xbrldt:hypercubeItem’ if a standard taxonomy schema contains no Table elements
appropriate to the reporting axis needed.
Only create a new table to meet a reporting goal that cannot be met by modifying an existing
table’s relationships.
6.8.22 Reserved.
6.8.23 Define an xsd:element with a type attribute equal to ‘us-types:textBlockItemType’
or a type equal to or derived by restriction from the type ‘escapedItemType’ in a
standard taxonomy schema namespace if the standard taxonomy schema contains
only text block type elements that, in the judgment of the registrant, are too broadly
defined for a footnote or table.
Creating a new non-numeric, non-abstract element should always be a last resort. A non-numeric
element in a company extension has the same reusability drawbacks of a numeric element,
without the benefit of relationships such as calculation relationships to indicate how it relates to
other existing elements.
For example, a text block can be created to tag text that covers the subject matter of two distinct,
existing text blocks. For example, if a company discusses the sale of shares in consolidated
subsidiaries and the sale of shares in equity method investees in the same footnote, then neither
us-gaap:EquityMethodInvestmentsTextBlock nor
us-gaap:StockholdersEquityNoteDisclosureTextBlock would be appropriate to cover all of the
disclosures in that footnote. Accordingly, the registrant should declare an xsd:element with a
name attribute such as ‘IssuanceOfStockByEquityMethodInvesteesTextBlock’ for the footnote.
6.9
Syntax of all Linkbases
This section defines rules governing syntax of linkbases. A valid Interactive Data linkbase is a
valid XBRL 2.1 linkbase, but not all valid XBRL 2.1 linkbases are valid Interactive Data
linkbases.
6.9.1
A link:linkbase must be XML Linking Language (XLink) 1.0 valid.
Two syntax rules about elements with a type attribute equal to ‘extended’ (“extended-type links”)
require emphasis:
1. The scope of the xlink:label attribute is only its enclosing extended-type link. The
xlink:label attribute does not function like the XML id attribute, which must be unique
in an entire document. Therefore, the same value of the xlink:label attribute may
appear on any number of elements, so long as those elements appear in different
extended-type links.
2. Two elements with a type attribute equal to ‘arc’ (“arcs”) in the same extended-type
link must not have the same values for the xlink:from attribute and the xlink:to
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attribute, even if their xlink:arcrole attribute is different. However, this prohibition
against duplicate arcs is unrelated to any XBRL or EDGAR level syntax rule that
forbids equivalent arcs (XBRL 2.1 section 3.5.3.9.7.4)
Reliance on these two rules of XLink syntax yields the meaning of the term ‘base set’ of
relationships as defined in XBRL 2.1 and used elsewhere in this manual.
6.9.2
An effective relationship exists between a target and source element when there is an
element with an xlink:type attribute of 'arc' and a use attribute of “optional” that
has a higher value of the priority attribute than any equivalent relationship in its
base set.
This is a definition of the term ‘effective relationship’ for the scope of this manual. Equivalent
relationships are defined by XBRL 2.1.
6.9.3
A link:linkbase in a submission must have no ineffectual relationships.
Elements of the xlink:type='arc' attribute are ineffectual when there is an equivalent relationship
with the same or higher priority or when it overrides an unprohibited arc. An arc-type element
with use="prohibited" always takes precedence over arcs with use="optional" when their
priorities are the same.
Examples:
●
An arc with use="prohibited" in a submission may prohibit an arc in a standard taxonomy.
●
An arc with use="prohibited" with no equivalent arc is ineffectual.
●
An arc with use="prohibited" with the priority attribute less than the priority attribute of
an effective arc is ineffectual.
●
An arc with use="optional" in a submission that is prohibited is ineffectual.
●
An arc with use="optional" in a submission may not be equivalent to an unprohibited arc
in a standard taxonomy.
6.9.4
The xlink:role attribute of an element with a type='extended' attribute or a
type='resource' attribute must be present and must not be empty.
6.9.5
The xlink:role attribute of an element with an xlink:type attribute of ‘resource’ must
be present and must be defined in XBRL 2.1 or a standard taxonomy.
Custom roles are acceptable on extended links but not on resources.
6.9.6
The text preceding a sharp sign ‘#’ in an xlink:href attribute of link:arcroleRef must
be a standard taxonomy.
No custom arc roles.
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6.9.7
All extended link elements in a single linkbase must have the same namespace and
local name.
An element is an extended link if its type attribute is equal to ‘extended’.
A single linkbase cannot mix different kinds of link elements.
6.9.8
Arcs that are defined as equivalent in XBRL 2.1 and having the same value for the
use attribute are duplicate relationships.
This is a definition of “duplicate relationship” for the scope of this manual.
6.9.9
The value of the priority attribute must be strictly less than 10.
Standard taxonomy linkbases may prevent specific relationships from being prohibited.
6.10
Syntax of Label Linkbases
This section defines rules governing the syntax restrictions on label linkbases. A valid Interactive
Data label linkbase is a valid XBRL 2.1 label linkbase, but not all valid XBRL 2.1 label linkbases
are valid Interactive Data label linkbases.
6.10.1 An element used in a fact or xbrldi:explicitMember in an instance must have an
English standard label in the DTS of that instance.
An element “has an English standard label” in a DTS if there is an effective relationship with the
defining xsd:element source, an xlink:arcrole attribute equal to
“http://www.xbrl.org/2003/role/concept-label” and target link:label with an xml:lang attribute
equal to “en-US” (this comparison is case sensitive) and an xlink:role attribute equal to
“http://www.xbrl.org/2003/role/label”.
This rule is particularly relevant to elements declared in the company schema, because a
document that could contain a link:label for a company-specific element would never appear in a
standard taxonomy, and therefore has to be in a label linkbase in the same submission. It is not
necessary for the DTS to have a standard label for all elements declared in the DTS.
6.10.2 An element used in a fact or xbrldi:explicitMember in an instance must have at most
one label for any combination of the xlink:role attribute and the xml:lang attribute
in the DTS of that instance.
An element “has a label” in a DTS if there is an effective relationship with the defining
xsd:element source, an xlink:arcrole attribute equal to ‘http://www.xbrl.org/2003/role/label’ and
target link:label with an xml:lang attribute equal to ‘en-US’.
This rule is particularly relevant to elements declared in the company schema, because a
document that could contain a link:label for a company-specific element would never appear in a
standard taxonomy, and therefore has to be in a label linkbase in the same submission.
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6.10.3 If an element used in an instance is assigned a label in the DTS whose xml:lang
attribute is not “en-US”, then the DTS must also contain a link:label for the same
element and all other attributes with an xml:lang attribute equal to “en-US”.
Non-US English labels may appear for elements in the schema, but they must be translated into
US English if they are used in an instance.
6.10.4 The DTS of an instance must have no distinct elements having the same English
standard label (xml:lang attribute equal to “en-US”).
Users will most often see the English standard label of a concept, and it decreases clarity if
distinct elements have the same label. Note that there is no restriction on elements having
duplicated labels for other values of an xlink:role attribute.
6.10.5 A label linkbase must not have a definition for an element defined in a standard
taxonomy.
The rule prevents an extension linkbase from removing from, or adding to, the documentation of
an element in a standard taxonomy schema. Even a standard element having no published
definition must not have a definition added by an extension. This is important for comparability
and to prevent contradictory definitions for elements.
6.10.6 The ASCII text of link:label must be a string of fewer than 511 characters with no
consecutive XML whitespace characters and no occurrences of ‘<’ unless its
xlink:role attribute is ‘http://www.xbrl.org/2003/label/documentation’.
ASCII character 60 (decimal) and the following ASCII sequences are prohibited in the content of
labels other than documentation labels: &lt; &#60; &#x3C.
6.10.7 Reserved.
6.10.8 The text of link:label must not have leading or trailing XML whitespace.
All labels may contain the XML whitespace characters ASCII 9, 10, 13 and 32 anywhere except
at their start or end. Documentation labels may contain sequences of extra whitespace; all other
labels must be normalized; see 6.10.6.
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6.10.9 Non-numeric elements must not have labels whose xlink:role value implies they
apply to numeric values
.
Value of the xlink:role attribute on link:label
http://www.xbrl.org/2003/role/positiveLabel
Non-numeric
Disallowed
http://www.xbrl.org/2003/role/positiveTerseLabel
http://www.xbrl.org/2003/role/positiveVerboseLabel
http://www.xbrl.org/2003/role/negativeLabel
http://www.xbrl.org/2003/role/negativeTerseLabel
http://www.xbrl.org/2003/role/negativeVerboseLabel
http://www.xbrl.org/2003/role/zeroLabel
http://www.xbrl.org/2003/role/zeroTerseLabel
http://www.xbrl.org/2003/role/zeroVerboseLabel
http://www.xbrl.org/2003/role/totalLabel
http://www.xbrl.org/2009/role/negatedLabel
http://www.xbrl.org/2009/role/negatedPeriodEndLabel
http://www.xbrl.org/2009/role/negatedPeriodStartLabel
http://www.xbrl.org/2009/role/negatedTotalLabel
http://www.xbrl.org/2009/role/negatedNetLabel
http://www.xbrl.org/2009/role/negatedTerseLabel
http://xbrl.us/us-gaap/role/label/negated
http://xbrl.us/us-gaap/role/label/negatedTotal
http://xbrl.us/us-gaap/role/label/negatedPeriodStart
http://xbrl.us/us-gaap/role/label/negatedPeriodEnd
All Others
6.11
Allowed
Content of Label Linkbases
This section describes requirements on the content of label linkbases.
6.11.1 Assign a label of an element used in an instance the same text as the corresponding
line item in the original HTML/ASCII document.
An element is defined to be “used in an instance” if the element is the element of any fact, or
whose QName is a dimension attribute or content of xbrldi:explicitMember.
A label is “assigned to an element” by an effective relationship with an xlink:arcrole attribute
equal to ‘http://www.xbrl.org/2003/role/concept-label’ from the element declaration to the
link:label.
Examples:
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●
The following line item appears in an income statement:
Line Item
Gross margin
●
Amount in thousands(2007)
$15,212
Amount in thousands(2006)
$10,195
The appropriate element is us-gaap:GrossProfit and it has the label “Gross Profit”. Both
“gross profit” and “gross margin” mean “excess of revenues over the cost of revenues.”
The registrant assigns the label “Gross margin,” and may choose to either exclude from
the DTS the linkbase containing all standard labels, or to override the existing label using
an equivalent element-label arc with a use attribute equal to ‘prohibit’, and an
element-label arc with a use attribute equal to ‘optional’ and a value of the priority
attribute greater than the existing element-label arc priority attribute.
Usually, the standard label of the element will be displayed to the user. If the element
appears in different places of the Original HTML/ASCII Document with different labels,
then use the preferredLabel attribute on a presentation relationship to distinguish different
labels. For example, an element may appear as “Gross Profit” in a footnote but “Gross
Profit (Loss)” on the face of the financials.
●
The following line item appears in a balance sheet and the appropriate element is
us-gaap:ReceivablesNetCurrent.
Line Item
Amount in thousands(2007)
Amount in thousands(2006)
Receivables, less allowances of
$1,260 and $1,150
$31,659
$31,601
The standard label of the element assigned in a standard taxonomy linkbase is “Receivables, Net,
Current.” If the linkbase is included in the instance DTS, that label must be changed. The
registrant should assign a label of “Receivables, less allowances of $1,260 and $1,150”.
6.11.2 Assign a label of an element in a parenthetical disclosure the same text as the
corresponding text in the original HTML/ASCII document.
For example, continuing the example from above, the treatment of the parenthetical will be as
follows:
Line Item
Allowances
Amount in thousands(2007)
Amount in thousands(2006)
1,260
1,150
The registrant assigns element us-gaap:AllowanceForDoubtfulAccountsReceivable a label
“Allowances”.
6.11.3 If an numeric element is in presentation relationships in a relationship group with
other numeric elements, and its units differ from the other elements and in the
minority, then the suffix of its label must specify those units.
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Add a suffix such as “(in shares)” or “(in dollars per share)” to a label even though this would
otherwise result in an exception to Rules 6.11.1 or 6.11.2 because the text differs.
Line Item
Amount (2009)
Amount (2008)
12
-
Adjustments (in millions of dollars)
Net Earnings (in millions of dollars)
…
331
no info blank cell
Earnings per Share
.03
174
no info blank cell
.02
The element us-gaap:EarningsPerShare has a data type of xbrli:perShareItemType, which is
different from (and in the minority of) the other xbrli:monetaryItemType elements in this
example. Therefore, in this case, assign the element us-gaap:EarningsPerShare the label
“Earnings per Share (in dollars per share)”.
6.11.4 An xsd:element should be assigned a total label if the element will be presented with
different labels depending on whether it is shown as a line item or as a summation of
other line items.
An element is assigned a total label if and only if it is assigned a label with an xlink:role attribute
equal to ‘http://www.xbrl.org/2003/label/totalLabel’.
For example, a fact may be shown with the label “Marketable Securities” on a balance sheet, but
in a note detailing its composition, the same fact may be shown as “Marketable Securities, Total”.
The SEC Interactive Data Viewer will display a fact having a total label with an additional
horizontal line below it. Moreover, the only way that the filer can arrange for such a horizontal
line to be displayed in the SEC Interactive Viewer is by assigning a total label to the element that
represents the total. As Rule 6.11.1 above points out, the preferredLabel of the presentation
relationship must also be set to the total label.
6.11.5 An xsd:element with a type attribute equal to ‘xbrli:monetaryItemType’ that does
not have an xbrli:balance attribute must have a definition that disambiguates its
sign.
In most cases the registrant does not need to provide a definition label (that is, one with an
xlink:role attribute equal to ‘http://www.xbrl.org/2003/role/documentation’. However, a special
case arises when a monetary item could take on a positive or negative value in different periods,
and there is potential for confusion because it is not required to have an xbrli:balanceType
attribute. The registrant must therefore either assign an appropriate xbrli:balanceType attribute or
assign a label with an xlink:role attribute equal to ‘http://www.xbrl.org/2003/role/documentation’
containing text that makes the meaning of a positive (or negative) value explicit.
For example, a registrant defines an element called “Other Loss Adjustments, Net” with a type
attribute equal to ‘xbrli:monetaryItemType’ but does not provide an xbrli:balanceType attribute.
The text of the documentation is “A positive adjustment value indicates a net increase in
cumulative losses.”
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6.11.6 Assign a “negating” label to an xsd:element with an xbrli:balanceType attribute that
is inconsistent with the presentation in the official HTML/ASCII document.
A numeric fact value will occasionally have the reverse sign of the figure as presented in the
official HTML/ASCII document. A link:label has several possible xlink:role attributes that will
ensure the number will be displayed with a reversed sign, called “negating” labels.
For example, one of the most common cases for a negating label is the monetary element
us-gaap:TreasuryStockValue, which has xbrli:balanceType of ‘debit’. Its negating labels could be
assigned as shown in this table:
xlink:role attribute
link:label
http://www.xbrl.org/2003/role/label
Treasury Stock, Value
http://www.xbrl.org/2009/role/negatedLabel
(Less) Treasury Stock, Value
http://www.xbrl.org/2009/role/negatedPeriodEndLabel
(Less) Treasury Stock, Value,
Ending Balance
http://www.xbrl.org/2009/role/negatedPeriodStartLabel
(Less) Treasury Stock, Value,
Beginning Balance
http://www.xbrl.org/2009/role/negatedTotalLabel
(Less) Treasury Stock, Value, Total
http://www.xbrl.org/2009/role/negatedNetLabel
(Less) Treasury Stock, Value, Net
http://www.xbrl.org/2009/role/negatedTerseLabel
(Less) Treasury Stock
6.11.7 If an xsd:element with an xbrli:periodType attribute equal to ‘instant’ could be
presented as either a beginning or end of period value in a roll forward, assign period
start labels or period end labels.
An element is assigned a period start label if and only if it is assigned a label with an xlink:role
attribute equal to ‘http://www.xbrl.org/2003/label/periodStart.
An element is assigned a period end label if and only if it is assigned a label with an xlink:role
attribute equal to ‘http://www.xbrl.org/2003/label/periodEnd.
This rule often applies to cash balances as presented in a statement of cash flows and other
balances shown in roll forwards.
xlink:role attribute
link:label
http://www.xbrl.org/2003/role/label
Cash and Cash Equivalents
http://www.xbrl.org/2003/role/periodEnd
Cash and Cash Equivalents, Beginning Balance
http://www.xbrl.org/2003/role/periodStart
Cash and Cash Equivalents, Ending Balance
6.11.8 Assign an xsd:element different terse or verbose labels if the same element will
appear with different labels depending on the presentation relationships that have it
as a target.
An element is assigned a terse label if and only if it is assigned a label with an xlink:role attribute
equal to ‘http://www.xbrl.org/2003/label/terse’.
An element is assigned a verbose label if and only if it is assigned a label with an xlink:role
attribute equal to ‘http://www.xbrl.org/2003/label/verbose’.
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The terms ‘terse’ and ‘verbose’ are only suggestive. There is no specific label role that is
supposed to “match” the original HTML/ASCII documents; the presentation, with preferredLabel
taken into account, is what matters.
For example, a fact whose element has the standard label ‘Earnings Per Share, Diluted’ in a
standard taxonomy might appear in an income statement with the label “Diluted, per share” and in
an Equity note with the label “Per share, diluted”; as long as the two labels have different values
of the xlink:role attribute, either could be considered terse, verbose, or even as the standard label.
6.11.9 A label linkbase of a standard taxonomy should not be included in the DTS of an
instance.
An exception to this general rule is when the label linkbase is required by a schema that defines
elements or types of a standard taxonomy.
6.12
Syntax of Presentation Linkbases
This section defines rules governing the syntax restrictions on presentation linkbases. A valid
Interactive Data presentation linkbase is a valid XBRL 2.1 presentation linkbase, but not all valid
XBRL 2.1 presentation linkbases are valid Interactive Data presentation linkbases.
6.12.1 The link:presentationArc element requires an order attribute.
6.12.2 All effective presentation relationships in the same base set with the same source
element must have distinct values of the order attribute.
This rule ensures an intentional ordering of facts when displayed.
6.12.3 An element used in an instance must participate in at least one effective presentation
relationship in the DTS of that instance.
An element “participates in” a presentation relationship in a DTS if it is a source or target of a
presentation relationship in that DTS.
An element is “a source of a presentation relationship” in a DTS if there is an effective
relationship with the defining xsd:element source and an xlink:arcrole attribute equal to
‘http://www.xbrl.org/2003/role/parent-child’ in a document of that DTS.
An element is “a target of a presentation relationship” in a DTS if there is an effective relationship
with the defining xsd:element target and an xlink:arcrole attribute equal to
‘http://www.xbrl.org/2003/role/parent-child’ in a document of that DTS.
Every fact must be displayable in some way using presentation relationships. This rule is relevant
to all elements but particularly so to elements declared in the company schema, because a
linkbase that could contain a link:loc element for a company-specific element would never appear
in a standard taxonomy, and therefore has to be in a linkbase in the same submission.
Elements used in an instance only as QNames in xbrldi:explicitMember must nevertheless have a
presentation relationship in the DTS of that instance.
It is not necessary for the DTS to have a presentation relationship for all elements declared in the
DTS.
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6.12.4 Reserved.
6.12.5 If an element used in an instance is the target in the instance DTS of more than one
effective presentation relationship in a base set with the same source element, then
the presentation relationships must have distinct values of the preferredLabel
attribute.
This rule prevents the same fact from appearing twice in a set of line items, except when it is, for
example, shown as both the beginning and ending value of a roll forward.
6.13
Content of Presentation Linkbases
This section describes requirements on the content of presentation linkbases.
6.13.1 A presentation linkbase of a standard taxonomy should not be included in the DTS of
an instance.
An exception to this general rule is when the presentation linkbase is required by a schema that
defines elements or types of a standard taxonomy. Note that in such a case some of the
relationships may have priority attribute values that do not permit overriding.
6.13.2 The element of every fact in an instance must participate in an effective presentation
relationship in a base set whose xlink:role attribute corresponds to the locations
where the fact appears in the original HTML/ASCII document.
This rule requires that each link:presentationArc be assigned an xlink:role attribute value placing
facts into the appropriate part of the financial statement at the appropriate level of detail.
6.13.3 Organize the effective presentation relationships in a base set using the ordering and
indentation of the facts in the original HTML/ASCII document.
Order a set of line items to appear as they do in the original HTML/ASCII document by using an
element as their heading that will be the source of presentation relationships that have the line
items as their target. If that heading has no facts associated with it, that element will be an element
with an abstract attribute equal to ‘true’. In other words, to achieve effects such as ordering and
nesting, use presentation relationships, and to insert headings, use abstract elements. A total
element often appears at the end of the list under the heading. Normally, each base set in Rule
6.7.12 above will have a “root” element that is an abstract element, and that abstract element will
be used by the SEC interactive data viewer to display a heading that precedes all the facts in the
base set.
6.13.4 All elements of facts corresponding to parentheticals in the original HTML/ASCII
document must be the targets only of effective presentation relationships in one base
set and all having the same source abstract element.
Filers must declare a link:roleType to contain the parentheticals in each statement, as shown in the
example of Rule 6.7.12, and use an abstract element to serve as a heading for every parenthetical
in that statement. Normally, this would be the same abstract element at the root of the base set
representing the corresponding statement. In example 6.6.14, the element
us-gaap:AccountsReceivableNetCurrent appears in the balance sheet statement, so Rule 6.11.2
would be satisfied with a presentation relationship from the element
us-gaap:BalanceSheetAbstract to the target
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us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent in a base set separate from the main
balance sheet statement itself.
6.14
Syntax of Calculation Linkbases
This section defines rules governing the syntax restrictions on calculation linkbases. A valid
Interactive Data calculation linkbase is a valid XBRL 2.1 calculation linkbase, but not all valid
XBRL 2.1 calculation linkbases are valid Interactive Data calculation linkbases.
6.14.1 Element link:calculationArc requires an order attribute.
6.14.2 Element link:calculationArc requires a weight attribute value equal to 1 or -1.
6.14.3 The source and target of an effective calculation relationship must have equal values
of the xbrli:periodType attribute.
Facts of elements with different values of the xbrli:periodType attribute must have different
values of the contextRef attribute and therefore the calculation relationship between them has no
meaning.
6.14.4 There must be no directed cycles in effective relationships having arc role
http://www.xbrl.org/2003/role/summation-item.
This rule prevents a fact from participating in a summation that includes itself.
6.14.5 If an instance contains non-empty facts for the source and target of an effective
calculation relationship, then at least one effective presentation relationship that the
source and target appear in (because of 6.12.3) must be either (a) a relationship with
each other or (b) two relationships with any other elements that share a single
extended link role.
When facts participate in a calculation together, they must be shown with presentation
relationships in the same relationship group, although not necessarily adjacent to each other.
6.15
Content of Calculation Linkbases
This section describes requirements on the content of calculation linkbases.
6.15.1 A calculation linkbase of a standard taxonomy should not be included in the DTS of
an instance.
An exception to this general rule is when the linkbase is required by a schema that defines
elements or types of a standard taxonomy. Note that in such a case some of the relationships may
have priority attribute values that do not permit overriding.
6.15.2 If the original HTML/ASCII document shows two or more line items along with
their net or total during or at the end of the Required Context period, and the
instance contains corresponding numeric facts, then the DTS of the instance must
have an effective calculation relationship from the total element to each of the
contributing line items.
A calculation relationship is a link:calculationArc with an xlink:arcrole attribute equal to
‘http://www.xbrl.org/2003/role/summation-item’. The Required Context is defined in Rule
6.5.19, above.
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Examples:
●
A company’s Cash flow from investments for the most recent quarter is shown as the sum
of two lines: Payments for plant and equipment, plus Payments for marketable securities.
Two calculation relationships are required.
●
An income statement shows the line items “Revenues”, “Cost of Goods Sold” and “Gross
margin” as the net of the two values during the current quarter. Two calculation
relationships are required. In this case, the relationship subtracting Cost of Goods Sold
will have a weight attribute of -1.
●
A balance sheet shows assets as the sum of current and non-current assets, as of the date
falling at the end of the period of the Required Context. Two relationships are required.
●
An income statement shows only earnings per share and diluted earnings per share, but no
reconciling per-share amount. Calculation relationships are not required.
●
An income statement shows earnings per share before and after an adjustment for change
in accounting principles, along with the adjusting amount. Two calculation relationships
are required, from the net earnings per share, to its two contributing amounts.
●
A balance sheet shows Net Current Receivables with a parenthetical value for
Allowances. Only two values are shown, so no calculation relationship is required. In
general, parentheticals do not, by themselves, require calculation relationships.
●
A footnote for ABC contains a table in which the Revenue of its separately reporting
subsidiaries DEF, GHI and JKL are totaled. But, each of the four facts has a different
contextRef attribute. Therefore, this does not require any calculation relationships.
There is no separate, independent requirement that every company-specific element be included
in calculations. It is, however, one of the consequences of this rule that a company-specific
monetary or other numeric item is often defined in such a way that it must participate in
calculation relationships anyway.
6.15.3 If a footnote in the original HTML/ASCII document contains alternate line items
that sum to the same total amount, then the XBRL instance document for that
footnote must have calculation relationships for the original and alternate line items
in distinct base sets.
Calculation inconsistencies are tested separately in each base set.
For example, a tax liability is shown in a tax footnote as the sum of current and deferred tax
liabilities, and elsewhere in the same footnote as the sum of domestic and foreign tax liabilities.
There are two base sets, each containing two calculation relationships.
6.15.4 A fact in an instance whose element is the source of an effective calculation
relationship in the instance DTS should not have the same calculation relationship
target in more than one base set.
An xsd:element should be the source of only one calculation relationship for any one target,
without regard for base set.
Note that this rule refers to the calculation relationship, not the element; an element can occur in
any number of face financial statements or footnotes. Legitimate exceptions to this rule occur
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when an element is shown in different parts of the financial statement as a sum of different, but
overlapping, sets of other elements.
Examples:
●
The income statement contains amounts pre-tax income, tax, and post-tax income. There
are two line items and their net; therefore two calculation relationships are required in the
base set for the balance sheet. In the tax footnote there is another occurrence of pre-tax
income, tax, and post-tax income. The tax footnote does not need two calculation
relationships, because the same relationship already exists on the income statement.
●
A balance sheet shows Net Current Receivables with a parenthetical value for
Allowances. Only two values are shown, so no calculation relationship is required. A
footnote also includes an analysis of (the same) Net Current Receivables including, among
other details, amounts for Gross and Allowances. The footnote has those two line items
and their net and therefore a need for two calculation relationships. Whether any of these
facts also appear elsewhere is relevant only if it would result in duplicated relationships.
6.16
Syntax of Definition Linkbases
This section defines rules governing the syntax restrictions on definition linkbases. A valid
Interactive Data definition linkbase is a valid XBRL 2.1 definition linkbase, but not all valid
XBRL 2.1 definition linkbases are valid Interactive Data definition linkbases.
6.16.1 Element link:definitionArc requires an order attribute.
This ensures an intentional displayed order of definition relationships.
6.16.2 Reserved.
6.16.3 The target of an effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/dimension-domain’ or
‘http://xbrl.org/int/dim/arcrole/dimension-default’ must be a domain member.
In this rule both the dimension-domain and the dimension-default arc roles must have a source
that is an Axis (xbrldt:dimensionItem); these two rules work together to ensure that each Axis has
a meaningful set of domain members.
6.16.4 The xlink:arcrole attributes ‘http://xbrl.org/int/dim/arcrole/domain-member’ and
‘http://xbrl.org/int/dim/arcrole/dimension-domain’ must have no undirected cycles
in any Directed Relationship Set as defined in XBRL Dimensions 1.0.
For example, company ABC defines, in us-gaap:SegmentGeographicalDomain, the regions
abc:MidwestMember and abc:SoutheastMember, but stpr:KY (Kentucky) cannot be in both
regions.
This rule also impacts line items, so that the balance at the start and end of a roll forward cannot
appear twice under a single axis. The same rendering effect is achieved by including only the
ending balance in the domain-member relationships, so that the beginning balance will appear
simply as the ending balance of the previous period.
Tables define the rows and columns (the axes) that cells (the facts) may have. The
domain-member arc role defines relationships within each row or column, such as those between
a parent entity and its reportable segments, among sets of classes of equity, and or among
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geographical regions. Tables become difficult to consistently populate with facts and ambiguous
to display when elements can appear in more than one domain member. This rule ensures that any
given element does not appear in more than one place along an Axis, and will not have any
overlapping domain subsets or members. In general, almost every situation that at first appears to
call for an Axis with tangled and overlapping subsets of Member elements actually turns out to be
a case more clearly modeled using two distinct axes.
6.16.5 The DTS of an instance must contain in each base set, for each source element, at
most one effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/all’.
A fact can always appear in more than one Table (hypercube), but this rule prevents a fact from
having contradictory meanings in different Tables.
6.16.6 An effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/notAll’ must have an xbrldt:closed attribute equal to
‘false’.
A closed negative hypercube is better modeled with an open positive hypercube.
6.16.7 An axis of a negative table must appear in a positive table in a definitionLink having
an equal value of xlink:role.
An Axis cannot appear as an Axis of a negative hypercube (that is, axis excluded from a table)
unless there are members of that Axis in a positive table.
Formally, an axis element that is the target of an effective relationship with arcrole equal to
‘http://xbrl.org/int/dim/arcrole/hypercube-dimension’ that is consecutive from a relationship with
arcrole ‘http://xbrl.org/int/dim/arcrole/notAll’ must also be the target of an effective relationship
in a link:definitionLink having the same value of xlink:role and which itself is consecutive from
an effective relationship with xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/all’.
An instance DTS in which the arc role ‘http://xbrl.org/int/dim/arcrole/notAll’ does not appear will
not be affected by this rule.
6.16.8 The target of an effective relationship with an xlink:arcrole attribute equal to
‘http://xbrl.org/int/dim/arcrole/notAll’ must not be the target of an effective arc with
an xlink:arcrole attribute equal to ‘http://xbrl.org/int/dim/arcrole/all’ in
link:definitionLink elements having equal values of xlink:role.
This rule ensures that a Table (hypercube) is not both positive and negative.
6.16.9 If the value of attribute xbrldt:targetRole on an effective definition relationship is
not empty, then that relationship must have at least one effective consecutive
relationship (as defined by the XBRL Dimensions specification).
The xbrldt:targetRole attribute is used to connect certain definition arcs that appear in different
extended link roles. A targetRole attribute that points to no arcs indicates that a table is
malformed.
6.17
Content of Definition Linkbases.
This section describes requirements on the content of definition linkbases.
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6.17.1 A definition linkbase of a standard taxonomy should not be included in the DTS of
an instance.
An exception to this general rule is when the linkbase is required by a schema of a standard
taxonomy. Note that in such a case some of the relationships may have priority attribute values
that do not permit overriding.
6.18
Syntax of Reference Linkbases
This section defines rules governing the syntax restrictions on reference linkbases. A valid
Interactive Data reference linkbase is a valid XBRL 2.1 reference linkbase, but not all valid
XBRL 2.1 reference linkbases are valid Interactive Data reference linkbases.
Note: Although the Reference Linkbase file is a valid attachment type, at the moment it is not
used.
6.18.1 An element that has a company specific namespace must not have a reference.
The elements defined in a company extension schema must not have any authoritative references.
An xsd:element “has a reference” if the DTS of the instance contains an effective reference
relationship whose source is that xsd:element. A reference linkbase should only be attached to a
submission when it is a copy of a linkbase published along with a schema for early adopters. In
that situation the schema would have a targetNamespace attribute of some authority other than the
registrant itself.
6.18.2 A company extension reference linkbase must not add, remove, or change references
for any element declared in a standard taxonomy schema.
A company extension also cannot remove or change references in standard taxonomies via
prohibition of concept-reference relationships (this is a technical consequence of the rule
prohibiting URI fragments other than shorthand xpointers).
6.19
Content of Reference Linkbases
This section describes requirements on the content of reference linkbases.
Note: Although the Reference Linkbase file is a valid attachment type, at the moment it is not
used.
6.19.1 A reference linkbase of a standard taxonomy should not be included in the DTS of an
instance.
An exception to this general rule is when the linkbase is required by a schema that defines
elements or types of a standard taxonomy. Note that in such a case some of the relationships may
have priority attribute values that do not permit overriding.
6.20
EDGAR Module Processing with XBRL Taxonomy Extensions
EDGAR provides limited support for XBRL taxonomy extension documents as part of EDGAR
Module processing. EDGAR Type 1 Modules (partial documents) are not allowed in XBRL
format. Only EDGAR Type 2 Modules (complete documents) can be submitted in XBRL format.
EDGAR currently supports up to 10 EDGAR Module files per CIK. These 10 Modules may be
used to store any combination of XBRL extension taxonomy files (schema and/or linkbase) and
may be managed by the filer using the EDGAR Filing Website. These taxonomy extension files
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may be submitted before the official filing. Through the use of EDGAR Type 2 Module
references to these XBRL documents, EDGAR can assemble these large documents into the filing
without delaying the receipt of the entire filing.
As with any other kind of EDGAR Type 2 Module submission filed with EDGAR, filers may
include an XBRL document, or XBRL documents, as attachments to an EDGAR Module
submission, Template #5. A master submission may reference the XBRL EDGAR Module in a
normal Type 2 fashion by using the Documents page.
6.21
Segment Functionality Not Supported for XBRL Documents
At this time, EDGAR does not support EDGAR segment processing of XBRL documents as
discussed in Section 5.3.
XBRL segments can be used as described in the XBRL Specification. However, segments as
described in Section 5.3 of the EDGAR Filer Manual are not supported. In EDGAR, “segment”
refers to parts of a filing that can be submitted ahead of time and later assembled in a submission.
It is this functionality that is not supported for XBRL documents. In the XBRL Specification 2.1,
“segment” also refers to an XBRL tag that is used to provide additional information in cases
where the entity identifier is insufficient. This use of segment is supported.
6.22
Supported Versions of XBRL Standard Taxonomies
Refer to the SEC’s public website (http://www.sec.gov/info/edgar/edgartaxonomies.shtml) for an
up-to-date listing of standard taxonomy files that are supported by EDGAR, their locations,
required namespaces, and where appropriate, the relevant EDGAR form types.
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7.
PREPARING AND TRANSMITTING EDGARLINK ONLINE SUBMISSIONS
7.1
Introduction
EDGARLink Online allows you to prepare and submit a number of submission types. The main
content of these submissions is made up of attached documents one of which is the form itself.
Usually the filer creates these documents first and then “builds” the submission using the online
interface.
EDGARLink Online submissions are typically accessed from the ‘EDGARLink Online Form
Submission’ link on the EDGAR Filing Website. However, Regulation A form types DOSLTR,
1-A-W, 1-A-W/A, 253G1, 253G2, 253G3, 253G4, 1-SA, 1-SA/A, 1-U, 1-U/A, 1-Z-W, and
1-Z-W/A which are EDGARLink Online submissions can also be accessed from the
‘Regulation A’ and the ‘Draft Offering Statement’ links on the EDGAR Filing Website.
Additionally, a Draft Registration Statement which is also an EDGARLink Online submission is
accessed from the ‘Draft Reg. Statement’ link on the EDGAR Filing Website. The process to
create and submit these form types is identical to an EDGARLink Online submission.
When you create your submission using EDGARLink Online, you must enter information into
specified fields. Some fields are required, some fields are required when applicable, and some
fields are optional. Required fields are indicated by a ‘*’ next to their labels. The EDGAR rules
apply to both mandatory/required and optional fields. When you enter information into
EDGAR-specified fields in the EDGARLink Online submission, headers are automatically
created in XML.
Just as EDGAR uses access codes to recognize you as a filer, EDGARLink Online needs
information to accurately process the submission you are filing. For example, basic submission
information identifies the entity for whom the filing is being made, gives information on fees, and
indicates the type of document you are filing.
EDGARLink Online verifies that the information required for submission validation has been
entered. For example, if the submission requires the time period for which you are filing the
report, EDGARLink Online verifies that you have provided a date in the Period field. For more
information on field, document, or submission validation; see Section 7.4, “Validating Your
Submission.” You must enter information in all header fields designated as “required” in the
submission or EDGARLink Online will prevent you from making the submission.
EDGARLink Online helps you prepare, submit, and correct submissions by:
●
Formatting your submission information using XML. This formatting is needed to process
your submission in EDGAR. To manually create a submission in XML, see Chapter 10,
“Filer-Constructed XML Submissions.”
●
Checking for formatting errors in the document and submission prior to submitting it.
●
Assisting you in troubleshooting errors. EDGARLink Online provides a screen text
viewer that allows you to identify errors in the submission.
Note: If there are errors in your submission document, you need to incorporate your
changes, save the document, and reattach it to your submission.
You can use the EDGAR Filing Website to submit EDGARLink Online Filings.The EDGAR
Gateway will also direct you to the EDGAR Filing Website.
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Note: Please remember to enter https when entering the URL. You will not be able to access the
EDGAR Filing Website without the “s” designation.
The EDGAR Filing Website provides the following capabilities:
●
Accesses EDGAR’s features using the Internet.
●
Provides online submission preparation and transmission.
●
Provides editing capabilities for your company information.
●
Provides submission notification messages.
●
Provides requested Return Copy download capabilities.
●
Allows filers to update their EDGAR Password.
We require that your browser support JavaScript and we recommend that you accept browser
“cookies” when accessing this website. The EDGAR Filing Website software contains functions
that allow us to remind you if you need to update your software depending upon the last time you
visited the EDGAR Filing Website. This information is recorded in your browser cookies.
It is your decision as to the best means to access the Internet. EDGAR accepts transmissions from
any Internet source, so you can decide which Internet Service Provider (ISP) best suits your
needs. Most filers use the EDGAR Filing Website to submit EDGARLink Online filings.
7.1.1
Using the EDGAR Filing Website
Later in this document there will be step-by-step instructions for accessing the EDGARLink
Online submissions form types. To do this you will use the EDGAR Filing Website. Before you
get started on this process, read this section to get general information about this website. It will
cover the basics about using a browser and accessing the EDGAR Filing Website. Detailed
information on the screens is also included. To access the EDGAR Filing Website, either use the
EDGAR Gateway or follow the directions listed below to access it directly:
1. Connect to the Internet.
2. Go to the EDGAR Filing Website Login page (https://www.edgarfiling.sec.gov).
3. Click in the CIK field and enter your CIK.
Note: You must obtain Filer Login credentials (CIK and Password) to log in to the
EDGAR Filing Website. For more information, please refer to Section 3.2 of
Volume I of the Filer Manual.
4. Press [Tab] and enter your password. This is your login password, not your CCC,
PMAC, or passphrase. Your password is case-sensitive.
5. Click the [Login to EDGAR] button.
6. If your CIK and password are valid and you have a passphrase, the Welcome page
appears. The Create Passphrase page appears if your CIK and password are valid and
you do not have a passphrase. See Section 3.2.4 of Volume I of the Filer Manual for
information on creating a passphrase.
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We have placed information and menu links on the EDGAR Filing Website Home page, that
connect you to websites concerning filing and submission types, help files, SEC Rulemaking, and
fee information.
Once you log in to EDGAR, an option menu appears on the left-hand side of the browser window.
This menu allows you to navigate easily through EDGAR without having to return to a menu
page. Figure 7-1: EDGAR Menu illustrates the menu.
Figure 7-1: EDGAR Menu
Two additional functions will help you use the EDGAR Filing Website. The [Logoff] button ends
your EDGAR session. Clicking ‘Home’ brings you to the EDGAR Filing Website Welcome page.
From this menu you can move back and forth between pages, find news, or get additional
assistance.
This menu is broken down into five different sections:
●
Information Exchange
●
Draft Submissions
●
Regulation A
●
Online Forms
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●
Support
7.1.1.1 Information Exchange
In the Information Exchange section there are four links:
●
Transmit
The ‘Transmit’ link allows you to transmit your filings to EDGAR. This function applies to
filer-constructed submissions.
●
Retrieve/Edit Data
By clicking the ‘Retrieve/Edit Data’ link, you can query company, filing, or module/segment
information, retrieve your Return Copies or fee account information, request return of unused
funds, or change your password or CCC.
●
EDGARLink Online Form Submission
By clicking the ‘EDGARLink Online Form Submission’ link, you can select a submission type to
open it, and then enter the submission information, attach and validate documents and submit.
Once submitted, the filing is processed by EDGAR.
●
Fee Rate Table
Click the ‘Fee Rate Table’ link to view the latest fee rate information from the SEC. The fee rate
information displayed is:
o
Form Type
o
Fee Rate
o
Validity Date
o
Fee/Interest
o
Fee Type
EDGARLink Online automatically includes the fee rates for calculating submission fees. Details
for using EDGARLink Online to calculate the fee rates are covered in Section 7.2.2, “Viewing the
Fee Rate.”
7.1.1.2 Draft Submissions
This menu section provides links that enable you to file Draft Registration Statements and Draft
Offering Statements.
Draft Registration Statements are EDGARLink Online submission form types which can be
submitted via the following link:
●
Draft Reg.Statement
This link allows you to prepare and submit a New Draft Registration Statement (Form DRS), an
Amended Draft Registration Statement (Form DRS/A), or a Correspondence Related to Draft
Registration Statement (DRSLTR) to EDGAR for processing. Companies that qualify to submit
draft registration statements either under the JOBS Act §106 or the Division of Corporation
Finance’s Foreign Private Issuer policy must prepare and submit their confidential draft
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documents here. Filers can disseminate previously accepted draft registration statements that are
yet to be disseminated to the public via the ‘Draft Reg. Statement’ link.
●
Draft Offering Statement
Click the ‘Draft Offering Statement’ link to view the File Regulation A Forms page. This page
displays links to Regulation A submission form types, including the following draft offering
statements:
o
Non-public draft offering statement under Regulation A (DOS)
o
Non-public draft pre-qualification amendment for offering statement under
Regulation A (DOS/A)
o
Draft Offering Statement Letter (DOSLTR)
These links allow you to prepare and submit DOS, DOS/A, and DOSLTR submission form types
to EDGAR for processing. You can also disseminate previously accepted draft offering
statements via the ‘Disseminate Draft Offering Statement’ link on the File Regulation A Forms
page.
7.1.1.3 Regulation A
This menu section provides a link that enables you to file Regulation A submission form types
and disseminate previously accepted draft offering statements. Click the ‘Regulation A’ link to
view the File Regulation A Forms page. The Regulation A submission form types are: DOS,
DOS/A, DOSLTR, 1-A, 1-A/A, 1-A POS, 1-A-W, 1-A-W/A, 253G1, 253G2, 253G3, 253G4,
1-K, 1-K/A, 1-SA, 1-SA/A, 1-U, 1-U/A, 1-Z, 1-Z/A, 1-Z-W, and 1-Z-W/A.
If you select Regulation A submission form type DOSLTR, 1-A-W, 1-A-W/A, 253G1, 253G2,
253G3, 253G4, 1-SA, 1-SA/A, 1-U, 1-U/A, 1-Z-W, or 1-Z-W/A, then you will be directed to the
Main tab of the selected form type on the EDGARLink Online application. Refer to Section 7.3,
“Preparing your EDGARLink Online Submission,” for instructions on how to prepare these
EDGARLink Online submissions: DOSLTR, 1-A-W, 1-A-W/A, 253G1, 253G2, 253G3, 253G4,
1-SA, 1-SA/A, 1-U, 1-U/A, 1-Z-W, and 1-Z-W/A.
If you select Regulation A submission form type DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K,
1-K/A, 1-Z, and 1-Z/A, then you will be directed to the Filer Information tab of the selected form
type on the Online Form. Refer to Section 9.2.3, “File Regulation A Forms,” for instructions on
how to prepare the following Regulation A form types: DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K,
1-K/A, 1-Z, and 1-Z/A.
7.1.1.4 Online Forms
This menu section provides links that enable you to file online submissions of the following
forms:
●
File 13H
Allows you to prepare and submit Form 13H variants (13H, 13H-A, 13H-Q, 13H-I,
13H-T, and 13H-R) to EDGAR for processing.
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●
File Form 13F
Allows you to prepare and submit Form 13F variants (13F-HR, 13F-HR/A, 13F-NT, and
13F-NT/A) to EDGAR for processing.
●
File Municipal Advisor Forms
Allows you to prepare and submit Municipal Advisor Forms (MA, MA-A, MA/A, MA-I,
MA-I/A, and MA-W) to EDGAR for processing.
●
File SDR
Allows you to prepare and submit Form SDR variants (SDR, SDR/A, SDR-A, and
SDR-W) to EDGAR for processing.
7.1.1.5 Support
This menu section provides links to a number of resources that will assist you in the filing
process. In addition to general help, you can review topics like frequently asked questions, and
rule making.
●
General Help
If you need help while using EDGAR on the Internet, click ‘General Help’ from the menu to bring
up the General Support Menu page that displays a list of help topics. See Figure 7-2: General Help
Page. When you click a topic, you are shown information or additional links to specify the type of
assistance you need.
Figure 7-2: General Help Page
●
Frequently Asked Questions
‘Frequently Asked Questions’ (FAQ) opens the EDGAR Frequently Asked Questions page. The
FAQ page includes different questions that have been asked most often. Click the hyperlink topic
to display the answer in the lower portion of the window.
●
SEC Rulemaking
The ‘SEC Rulemaking’ link leads you to an area of the SEC’s Public Website that gives you
up-to-date rule information. You will get information about rules that have been proposed or
adopted, as well as other bulletins and notices.
●
Fees
The ‘Fees’ link in the EDGAR menu opens the EDGAR Filing Fee Information page. This page
contains information on filings that require fees, offsetting fees, making fee payments, and bank
wire transfers.
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●
Company Search
This link opens the Company Search page and redirects your browser to the EDGAR Company
Database. From this website you can perform company searches through the EDGAR database
that is updated daily.
7.1.2
Information on Headers
Header information for your filing documents is still required in EDGAR, but you should not add
them if you use EDGARLink Online. By using EDGARLink Online, your header tags and
information are automatically placed in the correct nesting order and in the correct places within
your submission.
7.2
Creating an EDGARLink Online Submission
This section describes the general process for preparing an EDGARLink Online submission and
transmitting it to EDGAR for processing.
7.2.1
Accessing the EDGARLink Online Submission
You can access the different EDGARLink Online submissions on the EDGAR Filing Website
using the EDGARLink Online Form Submission option from the left navigation menu.
Note: Draft Registration Statements which are EDGARLink Online submissions can be
accessed from the ‘Draft Reg. Statement’ link displayed under the Draft Submissions
section of the EDGAR Filing Website. Companies that qualify to submit draft registration
statements either under the JOBS Act §106 or the Division of Corporation Finance’s
Foreign Private Issuer policy must use this link to prepare and submit their confidential
draft documents. No co-registrants are allowed on Draft Registration Statements.
The following sections of this chapter describe the steps for completing one submission form
type. You can use these steps whether you are compiling a correspondence, filing a Draft
Registration Statement, an annual 10-K, or submitting segments, as the Graphical User Interface
for these form types are similar.
Submissions consist of sets of fields and information designated for specific submission types.
You will need to fill out the appropriate submission before you transmit it.
To access an EDGARLink Online submission:
1. Access the EDGAR Filing Website and log in.
2. Click one of the following links on the left navigation menu, based on the form type
you want to submit:


Draft Reg.Statement
The Draft Registration Statements page displays. Proceed to step 3 to access the form
type you want to submit.
Draft Offering Statement
The File Regulation A Forms page displays. Proceed to step 4 to access the
EDGARLink Online submission form type DOSLTR (Draft Offering Statement
Letter).
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

Regulation A
The File Regulation A Forms page displays. Proceed to step 5 to access the
EDGARLink Online submission form types for Regulation A that you want to
submit.
EDGARLink Online Form Submission
The EDGARLink Online Type Selection page displays. Proceed to step 6 to access
the form type you want to submit.
3. On the Draft Registration Statements page, click either the ‘New Draft Registration
Statement’ or the ‘Amended Draft Registration Statement’ link to submit a draft
registration statement. Click the ‘Correspondence Related to Draft Registration
Statement’ link to submit a correspondence related to the draft registration statement.
Note: All correspondence with the staff during the confidential or non-public portion
of the filing review process must be submitted using the ‘Correspondence
Related to Draft Registration Statement’ link. This ensures that your
communication with the staff during the confidential or non-public part of the
review remains in the non-public status. Do not send correspondence relating to
a draft registration statement as a separate submission (using the CORRESP
submission type).
Figure 7-3: Draft Registration Statements Selection Page
The selected draft registration statement page appears. Proceed to Section 7.3,
“Preparing Your EDGARLink Online Submission” for details on how to prepare your
draft registration statement.
Note: If you want to disseminate a draft registration statement, click the ‘Disseminate
Draft Registration Statement’ link. Refer to the steps outlined in Section 7.7.1,
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“Disseminating Draft Registration Statements,” for information on how to
disseminate a previously submitted DRS or DRS/A submission.
4. On the File Regulation A Forms page that displays, select Draft Offering Statement
Letter (DOSLTR) and click the [Next] button. The Draft Offering Statement Letter
(DOSLTR) page displays. DOSLTR is an EDGARLink Online submission type and
for instructions on how to prepare your draft offering statement letter, refer to Section
7.3, “Preparing your EDGARLink Online Submission.”
5. On the File Regulation A Forms page that displays, select the EDGARLink Online
submission 1-A-W, 1-A-W/A, 253G1, 253G2, 253G3, 253G4, 1-SA, 1-SA/A, 1-U,
1-U/A, 1-Z-W, or 1-Z-W/A that you want to submit and click the [Next] button. The
screen for the selected submission type appears. Refer to Section 7.3, “Preparing your
EDGARLink Online Submission,” for instructions on how to complete these
EDGARLink Online submissions.
6. On the EDGARLink Online Submission Type Selection page, click the submission
form type link. Alternatively, scroll through the Submission Types list box and select a
submission type, then click the [Go to Form] button.
Figure 7-4: EDGARLink Online Submission Type Selection Page
The selected submission type appears.
Note: The ‘REG A’ link on the EDGARLink Online Submission Type Selection page
allows you to access Regulation A submission form types and disseminate
previously accepted draft offering statements.
Refer to Section 7.3, “Preparing your EDGARLink Online Submission,” for
instructions on how to prepare and submit these EDGARLink Online
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submissions: DOSLTR, 1-A-W, 1-A-W/A, 253G1, 253G2, 253G3, 253G4,
1-SA, 1-SA/A, 1-U, 1-U/A, 1-Z-W, and 1-Z-W/A.
Refer to Section 9.2.3, “File Regulation A Forms,” for instructions on how to
prepare and submit the following Regulation A form types: DOS, DOS/A, 1-A,
1-A/A, 1-A POS, 1-K, 1-K/A, 1-Z, and 1-Z/A.
7.2.2
Viewing the Fee Rate
EDGARLink Online contains the latest fee rates from the SEC and automatically inputs this
information into the Offering & Fees page.
When you begin working on your fee bearing submission, EDGARLink Online uses this
information to update the amount owed by automatically loading the rate into your submission.
When the fee rates change, the latest rate is available in your submission. Check the EDGAR
Filing Website for changes in fees. The changes in fee rate are noted on the EDGAR Welcome
pages.
7.3
Preparing Your EDGARLink Online Submission
7.3.1
Submission
This section outlines how to organize the EDGARLink Online submissions. Section 7.3.11,
“Module and Segment Submissions,” provides support for preparing module and segment
submission. Section 7.3.14, “Bulk Filing” provides support for transmission of bulk submissions.
7.3.1.1 Submission Structure
To create a submission, EDGARLink Online provides you with a Graphical User Interface (GUI)
screen that contains fields where you enter your values. Different forms have different fields that
are rendered or do not render depending upon which submission you selected.
Each submission is broken down into sections, called blocks; see Figure 7-5: Submission Main
Page. The top block contains a field that displays the filer’s submission type. This information
automatically appears once you select the submission. This field is read-only which means you
cannot edit the information displayed in it. In this block there are tabs that open the different
pages you need to create your submission and also other buttons that allow you to SAVE, PRINT,
SUBMIT, RESTORE and EXIT your submission. This block also provides you access to
EDGARLink Online HELP. The lower block contains fields where you enter submission
information. As discussed in Section 7.1.1, “Using the EDGAR Filing Website,” some of these
fields are required, and some are optional. As you enter information in these fields, you are
creating your submission. In this chapter we discuss in general terms the process of submission
preparation which includes all the different types of documents you can submit: correspondence,
cover letters, exhibits, forms, and reports. APPENDIX C contains sample submission types.
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Figure 7-5: Submission Main Page
7.3.1.2 Menu Buttons
The EDGARLink Online submissions are easily navigated using the tabs displayed in the upper
block of the screen:
●
Documents
●
Notifications
●
Module/Segment
●
Series/Classes (appears only on S/C Investment company form types)
●
Fee Offsets (appears only on fee bearing form types)
●
Offering & Fees (appears only on fee bearing form types)
The Documents, Notifications and Module/Segment tabs appear for every online submission. The
Series/Classes, Fee Offsets and Offering & Fees tabs appear only if you have selected a series and
classes or fee bearing form type.
In each EDGARLink Online submission, there are seven working pages: Main, Attached
Documents List, Notification Information, Referenced Module/Segment List, Series/Classes
(Contracts) Information, Offerings & Fees, and Fee Offset Information. The Documents,
Notifications and Module/Segment tabs appear when you open any submission. The
Series/Classes tab appears when the form type is chosen as a Series/Classes (Contracts) type and
the filer indicates through a choice of Investment Company type that they must report series and
classes. The Fee Offsets and Offering & Fees tabs appear only after you have selected a fee
bearing form type.
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The [Help] button activates the help functions. If you need help as you are completing your
submission, you can access the help files to assist you in the process.
7.3.1.3 EDGARLink Online Tool Bar
The tool bar located in the upper block of the screen helps you perform basic functions like save,
restore, print, submit, exit and view EDGARLink Online help. The following list displays the
buttons and explains what function the button performs:
Button
Function
The [SAVE] button saves the current submission to your local drive. This will
enable you to save a partially completed submission on your computer. If you
click this button, your submission fields and attached documents are saved into
one file. EDGARLink Online will add an .eis extension to the file name. You can
retrieve this file using the [RESTORE] button.
The [PRINT] button prints all the submission tabs, with and without information
entered:
●
The visible text contained in the fields will print.
●
Submission documents will not be printed. For more information on
printing submission documents; see Section 7.3.4.11, “Printing
Documents.”
The [SUBMIT] button transmits your submission to EDGAR for processing.
When you click the [SUBMIT] button, EDGAR will automatically validate your
submission information. If there are errors, EDGAR will provide the list of error
messages for this validation. These error messages will be shown in red and
display a “red x” icon next to the field names to indicate which fields contain
invalid information. You must correct the errors on each page.
The [RESTORE] button allows you to retrieve a previously saved submission.
When you click the [RESTORE] button it opens the Restore File window that
lets you locate your previously saved submission.
The [HELP] button opens a window displaying the EDGAR Filer Manual
(Volumes I – III).
The [EXIT] button exits the current submission and opens the EDGARLink
Online Submission Type Selection page. Any data entered will be discarded.
7.3.1.4 Submission Fields
When the fields in EDGARLink Online submissions are displayed, you will notice that some of
these fields are mandatory (indicated by a “*” next to the fields label), and some are optional. If
the mandatory fields are filled out incorrectly, EDGARLink Online will prevent you from
transmitting your submission. You must correct the invalid values. Although the fields without a
“*” next to their label are optional, we do ask that you provide any relevant information.
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As you are looking at the online submissions, there are certain fields that appear on all
submissions and some fields that are not visible. Some of the fields common to all submissions
are the Filer CIK, Filer CCC, Submission Contact, and SROs. To enter information in any field in
the submission, click a field and enter the information by using your keyboard. Some fields have
a pick list, so you do not need to enter information. You can scroll through the list and click the
entry you want to appear in the field.
EDGARLink Online checks the entry of each field for format and length. If you enter data
incorrectly a “red x” icon is displayed next to the associated field.
Some fields do not require input; they read information that has already been entered. For
example, on the Attached Documents List page, there is a Document Count field that
automatically updates when you attach submission documents. EDGARLink Online counts the
number of documents and inserts that number in this field.
Some information is provided via radio buttons and check boxes. These types of fields insert a
condition. For example, when you attach documents in the Attached Documents List page, you
can have EDGAR validate these documents by activating the check boxes next to the documents
and clicking the [Doc Validation] button; see Section 7.4.2, “Document Validation.”
Some fields require a date value. For example, the Fee Offset Information page contains an Offset
Filing Date field. You can either enter a valid date in this field or use the calendar icon next to the
field to select a valid date.
Before EDGAR can receive, process, and disseminate submissions electronically, filers must
include filer information in EDGARLink Online fields. We call the process of adding required
information to a prepared submission EDGARizing.
EDGARLink Online helps you format the values correctly. For instance, in the case of a
pre-effective amendment to a Form S-1, where the correct value for the Submission Type field is
“S-1/A” (not “S-1” or anything else), EDGARLink Online recognizes the correct combinations of
required information and removes much of the submission preparation burden from you.
7.3.2
EDGARLink Online Submission Preparation Map
The online submission pages for electronic filing are outlined in Figure 7-6: Submission
Requirements for Electronic Filing.
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Figure 7-6: Submission Requirements for Electronic Filings
Certain elements are common to all submissions.
* (5) is used only on submission for investment companies that have series and classes
(contracts).
** (6) and (7) are common only to fee bearing submissions only.
KEY:
(1) EDGAR requires identification of the filer, regardless of the medium chosen for an electronic
submission:
●
For Internet, you must provide the Filer CIK and CCC.
For each submission, you must supply submission and filer information (basic information for
one entire submission that includes the CIK, CCC, SROs, etc.) This submission information is
automatically inserted into the correct EDGAR format from the fields on the Main page. Each
submission may require specific information. If required information is missing, EDGARLink
Online will not allow you to submit a filing.
(2) You may attach multiple submission documents in ASCII, HTML, or PDF format in a single
submission in addition to correspondence and cover letters. You can also attach referenced
graphics, *.jpg or *.gif, as part of your submission. The maximum size of each HTML document
attached within ABS-15G and ABS-15G/A submission must not exceed 25 MB.
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(3) The documents attached to a submission are mimed by EDGARLink Online before
transmission, which increases the size of the documents by approximately one third of its original
size. The maximum size of your submission, after the miming of the documents by EDGARLink
Online, must not exceed 200 MB.
(4) In addition to receiving submission notification messages to your primary company e-mail
address, you may send submission notification messages to additional e-mail addresses listed on
that page.
7.3.2.1 Tips for Submission Template Data Entry
When you begin your submission using EDGARLink Online there are fields where you enter
information that is recorded in your submission. Entering information in the fields is as easy as
typing on a word processing application:
1. Click in the field using your mouse.
2. Use your keyboard to enter information.
You can use your mouse to move from field to field. You can also use the [Tab] key to move your
cursor to the next field.
Note: In EDGARLink Online it does not matter in which order you enter your fields, or on
which page you start, because you can save the partially completed submission and return
to it later; however, all required fields must be filled out before you transmit the
submission.
EDGARLink Online allows you to enter any type of information via a keyboard: numbers, letters,
or special characters. EDGARLink Online checks the validity of the value. For example, your
CCC is eight characters long and must contain at least one number, one letter, and one special
character, @, #, $, or *. If you enter your CCC incorrectly (does not conform to these rules), a
“red x” icon is displayed next to the associated field and you cannot complete the processing of
your submission until you correct the entry.
Some fields contain pick lists that display when you click the down arrow on the right hand
border. When the list appears, click the option you want to choose for that field. Other fields
automatically format your entry. The Period field automatically converts dates to the correct
EDGAR mm-dd-yyyy format.
Check boxes allow you to tell EDGARLink Online that you want to activate a function. To turn a
check box on, click it once. A check appears in the box. If you want to turn the check box off,
click it again, and the check disappears.
Radio buttons work similarly to check boxes, but a radio button informs EDGAR of a condition.
When you use the “Is this a LIVE/TEST Filing” radio button, you are telling EDGAR what type
of submission you are filing. The default for this button is “LIVE”. In order to submit a test
filing, you need to change the “LIVE” radio button to the “TEST” radio button. To change
the filing to a TEST filing, click once on the “TEST” radio button.
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7.3.3
The EDGARLink Online Main Page
Just as EDGAR uses access codes to recognize you as a filer, EDGAR needs information to
accurately process the submission you are filing. For example, basic submission information
identifies the entity for which the filing is being made, gives information on fees, and indicates
the type of document you are filing.
EDGARLink Online verifies that the information required for all submission validation has been
entered. For example, if the submission requires the indication of a time period for which you are
filing the report, EDGARLink Online verifies that you have provided a date in the Period field.
APPENDIX C, EDGAR SUBMISSION TYPES, lists the submission header fields that apply to
each form that you file electronically. You must enter information in all header fields designated
as “required” in the submission or EDGARLink Online will prevent you from transmitting your
submission to EDGAR.
Fields are categorized in the following two ways for a particular submission:
●
Required – EDGARLink Online will not allow you to omit a required field. Fields that
are required when applicable should be entered when your filing situation requires them.
Required fields are indicated by a “*” next to the fields name.
●
Optional – Optional fields and their values provide important information but are not
required for EDGAR to accept your submission. We encourage you to use such fields
where applicable, but, if you do not, EDGAR will not suspend your submission.
EDGARLink Online uses some of the information you have entered to process your submission
and to create a “header” for your submission. Headers are automatically created in XML when
you enter filer-supplied information (values) into EDGAR-specified fields in the EDGARLink
Online submission. Header information is included when your submission is disseminated.
7.3.3.1 Entering Submission Information
Once you open a submission, you can begin entering submission information. On the Main page,
you are required to fill out the Filer CIK, Filer CCC, and SROs fields:
1. Click in the Filer CIK field and enter your CIK. You do not need to enter the leading
zeros (0); EDGARLink Online automatically inserts them before the number you
enter.
2. Click in the CCC field and enter your CCC. EDGARLink Online will validate the
value you entered in the Filer CIK and CCC field to ensure that the combination is
valid.
Note: EDGARLink Online masks the CCC value entered by the user.
3. If there are any Co-Registrants, add their CIK and CCC. EDGARLink Online will
validate each Co-Registrant CIK and CCC pair to ensure it is valid. If there is more
than one co-registrant, click the [Add Co-Registrant] button. If there are more
co-registrant CIK and CCC fields than you need, use only the number you need. When
processing your submission, EDGAR ignores all extra empty fields. You may remove
one or more additional Co-Registrants by checking the box to the left of the
Co-Registrant CIK field and then clicking the [Delete Co-Registrant] button.
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4. Select value(s) for the SROs field by clicking the check boxes next to each SROs
option. If none, select “none.”
Depending upon the submission type you are preparing, you may have completed all the required
fields for that submission. Some submissions require other fields. For a list of the submission type
samples, see APPENDIX C.
If you want to change the submission type in EDGARLink Online, you would be required to exit
the current submission using the [EXIT] button. This causes the EDGARLink Online Submission
Type Selection page to appear. Any data entered will be discarded. When you change submission
types in EDGARLink Online, you are prompted whether or not you want to clear entered
information. If you answer “Yes,” all currently entered information and attached documents are
discarded. If you answer “No,” all currently entered information and attached documents are
preserved. Information entered in fields that do not appear for the new submission type will not be
deleted and will be transmitted with your submission and you may receive a warning during
processing. If you changed from a fee-bearing submission type to a non fee-bearing submission
type, all fee information will be deleted.
7.3.3.2 Field Values and Definitions
In this manual, the term “value” refers to the information that you need to supply. When EDGAR
encounters a field, it determines if you have supplied the required information. In some cases, no
value is required; however, in most cases, values are required.
For EDGAR to process values, you must enter them in a specified format. The Period field
automatically converts dates to the correct EDGAR mm-dd-yyyy format.
EDGAR is programmed to verify if there is a specified number of characters for each value. This
specified number of characters is the field length. For example:
●
The CIK field has a field length of up to 10 digits, 1234567890.
In EDGARLink Online, the Main page field values will not allow you to exceed the specified
number of characters. In some cases, as in CIK, EDGARLink Online inserts leading zeros before
your input if the value is less than the field length.
Table 7-1: Information Fields Available on Main Page contains a list of all the fields available on
the Main page for all submission types. You may only see some of these fields depending upon
the submission type you are preparing.
Table 7-1: Information Fields Available on Main Page
Field
#
1
Field Name
Is this a LIVE or
TEST Filing?
September 2015
Example of Value to
be Inserted
Radio Button
Definition (Limits of Field)
Marks a submission to be treated as a TEST or
LIVE filing. Unless the submission is marked as
TEST, the filing will be treated by EDGAR as a
LIVE filing and, if accepted, be disseminated.
Submit live filings in live mode if using
EDGARLink Online. We cannot change a test
submission into a live submission, nor can we
change a live submission into a test submission.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
2
Would you like a
Return Copy?
Check Box
Requests Return Copy of the filing as we receive
it. Copies of accepted filings are stored on the
EDGAR Filing Website for seven (7) business
days for you to download.
3
SROs
Check Box
Identifies one or more stock exchanges or other
self-regulatory organizations on which the
issuer's securities are listed or traded. The value
“NONE” is selected by default.
4
Submission
Contact
Label
Marks the area of the submission contact
information.
4a
Name
A. Jones
This field is not
required; however we
recommend that you
enter a value.
Identifies a person to contact if there are
questions about the submission. This field
allows up to 30 characters.
4b
Phone
202-555-1111
This field is not
required; however we
recommend that you
enter a value.
Phone number of the contact person; you must
include an area code. This field allows up to 20
characters.
4c
E-mail Address
[email protected]
E-mail address of the contact person. Value
must be in standard Internet address format,
including exactly one “@” character, at least one
“.” after the “@”, one or more EDGAR
acceptable characters before the “@”, and one
or more acceptable EDGAR characters before
and after each existing “.” This field on
submission types N-CR and N-CR/A allows for
up to 80 characters.
5
Filer CIK
1234567890
Your SEC-supplied CIK. This field allows up to
10 characters.
Note: In those instances where a single filing is
being made on behalf of more than one
person or entity, you must enter
separate filer information for each such
entity or fill in the Group Members field,
depending upon the filing being made.
See Section 7.3.3.1, “Entering
Submission Information,” for more
information on co-registrants.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
Note: This field is necessary for all forms except Form 144, in which case it is called the Reporting
Owner Information field.
6
Filer CCC
[email protected]
Your CCC (8 characters, at least one of which
must be a numeral and at least one must be @,
#, $, or *). It is case-sensitive.
7
File Number
333-00000-1111
SEC-supplied file number required for
Confirming Copy submissions, some
amendments, and other specific submission
types. The field allows up to 17 characters. The
prefix may contain 1-3 digits, the sequence
number may contain 1-8 digits, the optional
suffix may contain 1-4 characters, and the fields
are separated with a hyphen.
8
Duty to File
Reports
Remains?
Yes
Select Yes or No to indicate if the registrant’s
duty to file reports under section 13(a) or 15(d)
remains.
9
Form Type
Pick List**
Form type for Filer or Co-Registrant used for
combining filing form types in a single
submission.
10
Is this filing by a
successor
company
pursuant to Rule
257(b)(5)
resulting from a
merger or other
business
combination?
Yes
Select Yes or No to indicate that a successor
company is filing because of a merger.
10a
File Number
24R-00000-1
SEC-supplied file number. This field allows up to
17 characters, and only one file number for each
registrant. The prefix may contain 1-3 digits, the
sequence number may contain 1-8 digits, the
optional suffix may contain 1-4 characters, and
the fields are separated with a hyphen.
11
Is Filer a
Registered
Investment
Company or a
Business
Development
Company?
Check Box
This must be checked by Investment Companies
to display fields specifically for Investment
Companies.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
12
Filer Investment
Company Type
Pick List***
Registered Investment Companies and
Business Development Companies must
indicate their type based on their last effective
registration statement (except N-14). (See Rule
313(a) of regulation S-T.)
13
Please Provide a
Brief Description
of the Update
Updated Item X and
Exhibits X and Y
Brief description of the NRSRO filing changes.
This field is optional and allows up to 256
characters.
14
Co-Reg CIK
1234567890
The SEC-supplied CIK for a registrant
associated with this submission.
15
Co-Reg CCC
[email protected]
The CCC for a registrant associated with this
submission. (8 characters, at least one of which
must be a numeral and at least one must be @,
#, $, or *). It is case-sensitive.
16
Co-Reg File
Number
333-00000-1111
SEC-supplied file number. Required for
amendments to 1933 Act registration statements
and with specific form types. This field allows up
to 17 characters. When adding a new
co-registrant to an amendment, you must type
“New” in the File Number field of the new
co-registrant.
17
Co-Reg Duty File
Reports
Remains?
Yes
Select Yes or No to indicate if the co-registrant’s
duty to file reports under section 13(a) or 15(d)
remains.
18
Form Type
S-3/A
Used to specify a different form type for a
co-registrant filing, or to indicate a combination
filing.
19
Reporting Owner
Information
Label
Marks the beginning of reporting owner
identification and must be followed by the CIK
and CCC.
Note: This group replaces the Filer CIK/CCC for Form 144.
19a
CIK
1234567890
SEC-supplied reporting owner's CIK. This field
allows up to 10 characters.
19b
CCC
[email protected]
Reporting owner's CCC (8 characters, at least
one of which must be a numeral, and at least
one must be @, #, $, or *; case-sensitive).
19c
Relationship
Pick List; DIRECTOR,
OFFICER,
OWNER,OTHER
Identifies relationship of the reporting owner to
the subject company.
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Field
#
20
Field Name
Period
Example of Value to
be Inserted
12-31-2000
Definition (Limits of Field)
End date of report or period of filing; preferred
order is month, day, and year (i.e., mmddyyyy)
and EDGAR will convert your input to this
format. Months should be abbreviated using the
first three letters only (i.e., Apr or JAN).This field
is also used for proxy meeting dates (field up to
20 characters; use hyphen, slash, or space to
separate numbers). Unless otherwise specified,
future dates for most form types will be flagged
as errors. Refer to Appendix E for information
regarding which forms will allow you to use
future dates in the Period field. This field will
allow you to either enter a date or select a date
using the calendar icon.
or
12 31 2000
or
DEC 31 2000
or
31 DEC 2000
or
Dec 31 2000
or
12/31/00
20a
Start Period
Date Picker;01-01-1980
Start date of report or period of filing. Date value
should be between 01-01-1980 and 12-31-2050.
No future date is allowed. The Start Period
cannot have the same value as the End Period.
20b
End Period
Date Picker;12-31-2050
End date of report or period of filing. Date value
should be between 01-01-1980 and 12-31-2050.
No future date is allowed. The date entered has
to be later than the date entered in Start Period
field.
21
Please describe
what information
is being amended
with this filing
Updated compliance
information in Financial
Report
Specifies the information that has changed on
submission form types SDR-CCO or
SDR-CCO/A since the previous compliance
report or financial report, and is being updated in
this filing. This field is optional if you are
amending a previous report for the same period.
The field allows up to 1000 characters.
22
Act
Radio Button; 33 40
For certain filings by investment companies, the
field identifies Act or Acts when the form type
may be filed under more than one Act. Valid
values when required are 33, 34, 40 or 33 40. If
both apply, use the entry with both Acts.
or
33 or
40
23
Delaying
Amendment
September 2015
Check Box
Indicates that submission includes a delaying
amendment.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
24
References-429
333-00000
Refers to 1933 Act Registration Statements
updated pursuant to Rule 429. The value
represents the file number of the prior
registration statement. If more than one applies,
repeat the field for each value. This field allows
up to 17 characters.
25
Reference-462B
333-00000
Identifies the 1933 Act file number associated
with the prior effective registration statement for
the same offering pursuant to Securities Act
Rule 462(b). This field allows up to 17
characters.
26
Subject Company
Label
Marks the area of subject company information
fields.
26a
CIK
1234567890
Identification of the subject company. This field
allows up to 10 characters.
26b
IRS Number
22-7777777
Subject company's IRS employer identification
code. The IRS number usually appears on the
cover page of a Form 10-K (nine characters plus
an optional hyphen; EDGARLink Online displays
a hyphen with this tag).
26c
Name
Small Co. Ltd.
Name of the subject company. This field allows
up to 150 characters.
26d
File Number
005-00000
SEC file number used under subject company
for confirming copies and other specific
submission types. This field allows up to 17
characters.
27
Is Subject
Company a
Registered
Investment
Company or a
Business
Development
Company?
Check Box
This must be checked when the subject
company is an Investment Company to display
fields specific to Investment Companies.
28
Investment
Company Type
Pick List***
Used when subject company is a Registered
Investment Company or Business Development
Company to indicate their type based on their
last effective registration statement (except
N-14). (See Rule 313(a) of Regulation S-T.)
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Field
#
29
Field Name
Items
Example of Value to
be Inserted
Pick List; 1.02
Identifies each reportable event declared in an
8-K or 1-U filing. If more than one applies, repeat
the field for each event. See listing of item
values and event definitions in Appendix E. (field
is one item selection for each entry).
5.05
7.01
9.1
29a
Fiscal Year
12/31
Identifies the new Company fiscal year end date
mm/dd format. This field allows up to 5
characters. Item 5.03 Amendments to articles of
Incorporation or Bylaws; Change in Fiscal Year
requires you to enter the new Fiscal Year end
date (mm/dd) in the Fiscal Year field.
05/31
29b
Item Submission
Type
Definition (Limits of Field)
Pick List; 425
Identifies an optional additional Submission
Type that the 8-K submission simultaneously
satisfies as an additional filing obligation under
Rules 425, 14a-12, 14d-2(b), or 13e4(c). Items
1.01, 1.02, 2.01, 5.01, or 8.01 allow an optional
field, Item Submission Type, to specify an
additional Submission Type that the 8-K
submission simultaneously satisfies as an
additional filing obligation.
DEFA14A
DFAN14A
SC TO-C
29c
Depositor 33 File
Number
333-12345
SEC-supplied file number. Required when an
8-K is the 1st filing for an asset-backed security
issuing entity and an Item 6.01 is specified. This
field allows up to 17 characters.
30
Serial
Check Box
Used when an offering is made from an effective
shelf registration statement and the offering
relates to interests in a separate legal entity,
such as a trust or partnership, that is distinct
from the registrant. Used when applicable to
submissions of form type 424B1, 424B2, 424B3,
424B4, 424B5, 424B7, 424B8, or 424H. This will
initiate the generation of a new CIK for the serial
company created by this filing.
30a
Serial Company
Name
Small Co Ltd
Name of the serial company. If more than one,
repeat the field. This field allows up to 150
characters. The name should be in conformed
format. See conformance definitions in
Appendix C, Automated Name Conformance
Rules, in Volume I of the Filer Manual.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
31
Is this an
electronic copy of
an official filing
submitted in
paper format?
Check Box
A confirming copy is not an official filing. This tag
should be used only when the official filing was
previously made on paper. When a confirming
copy is sent, the File Number field is visible and
mandatory for non-subject company filings. For
subject company filings, the File Number field is
mandatory and is located under the Subject
Company label. If you are using EDGARLink
Online, the field automatically appears when you
activate the “Confirming Copy” check box.
32
Group Members
John Smith
Identifies list of group member names or joint
filers. Used with Williams Act filings when there
is more than one member of a Williams Act
group or where there are joint filers. The list
should exclude the entity identified in the filer
tags (there is only one filer). Each name must
appear in a separate field.
Jane Doe
33
Effectiveness
Date
10-15-2000
Filer requested effectiveness date that applies to
all co-registrants in a co-registrant filing for
certain Investment Company filings. Preferred
order is month, day, and year, i.e., mmddyyyy
and EDGAR will convert your input. This field
allows up to 20 characters. Use hyphen, slash,
or space to separate numbers. This field will
allow you to either enter a date or select a date
using the calendar icon.
or
10/15/2000
or
10 15 2000
or
15 Oct 2000
or
10/15/00
or
OCT 15 2000
34
Depository
International Financial
Corporation
Identifies the bank foreign filers deposited SEC
filing fees. This field allows up to 50 characters.
35
Is Filer a Shell
Company?
Pick List; Yes or No
Select Yes or No to indicate if company meets
the shell company criteria: a company with no or
nominal operations, and with no or nominal
assets or assets consisting solely of cash and
cash equivalents.
36
Is Filer a
Well-Known
Seasoned
Issuer?
Pick List; Yes or No
Select Yes or No to indicate if primary registrant
meets the well-known seasoned issuer criteria
noted in Rule 405 of Regulation C under the
Securities Act of 1933 [17 CFR 230.405].
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
37
Is Filer a
Voluntary Filer?
Pick List; Yes or No
Select Yes or No to indicate if primary registrant
(other than an investment company) is not
required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
38
Accelerated Filer
Status
Pick List;
Non-Accelerated Filer
or Accelerated Filer or
Large Accelerated Filer
or Not Applicable
Indicates whether the primary registrant is a
Large Accelerated Filer, Accelerated Filer,
Non-Accelerated Filer, or Not Applicable.
Indicate Not Applicable where the accelerated
filer status is unknown for the filing period.
39
Is Fee Table in
Prospectus?
Check Box
Indicates a prospectus that contains a fee table.
40
Is Filing Pursuant
to Rule 163?
Check Box
Indicates that the communications are made
under Rule 163.
41
Is Filing Pursuant
to Rule 433?
Check Box
Indicates that the communications are made
under Rule 433.
42
Is Filing First
Filing of an
Issuing Entity?
Check Box
Indicates that the Free Writing Prospectus is the
first filing for an asset-backed security issuing
entity.
42a
Depositor CIK
1234567890
SEC supplied Depositor's CIK. Required when a
Free Writing Prospectus is the 1st filing for an
asset-backed security issuing entity. This field
allows up to 10 characters.
42b
Depositor 33 File
Number
333-12345
SEC-supplied file number. Required when a
Free Writing Prospectus is the 1st filing for an
asset-backed security issuing entity. This field
allows up to 17 characters.
43
Smaller
Reporting
Company
(Investment
Companies may
not select this
option)
Check Box
Indicates that the company is a smaller reporting
company with both a public float and revenues
of less than $75 million.
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Field
#
44
Field Name
Rule 13p-1
Example of Value to
be Inserted
Check Box
Definition (Limits of Field)
Indicates that an SD or SD/A submission is
being made under Rule 13p-1. The filer is
required to select at least one item under which
the submission is being made: Item 1.01 or 1.02.
(If both Items apply, select Items 1.01 and 1.02).
Fields displayed upon selection of Items:
Item 1.01:
• Period
Item 1.02:
• Period
Note: If you selected Item 1.02 on an SD or
SD/A submission form type, then you
must attach an EX-1.01 document
type (in ASCII or HTML format) using
the Documents tab.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
45
Sponsor CIK
1234567890
The CIK of the Sponsor who organizes and
initiates an asset-backed securities transaction
by selling or transferring assets to the issuing
entity. This field allows up to 10 characters.
46
ABS Asset Class
Pick List
Asset class of the asset-backed securities. The
values are:
• Residential mortgages – Prime
• Residential mortgages – Non-Prime
• Residential mortgages – HELOC
• Residential mortgages – Reverse Mortgages
• Residential mortgages – Manufactured
Housing
• Residential mortgages – Other/Combined
• Commercial mortgages
• Auto loans
• Auto leases
• Equipment leases
• Equipment loans
• Student loans
• Floorplan financings
• Debt Securities
• Resecuritization
• Credit card
• Other
47
ABS Sub Asset
Class
List Box
Identifies the ABS sub asset class for the
asset-backed security.
48
Rule 15Ga-1
Radio Button
Indicates a submission is being made under
Rule 15Ga-1. The filer is required to select under
which item the submission is being
made:1.01,1.02, or 1.03
no info
blank
cell
no info blank cell
no info blank cell
Fields displayed upon selection of Items:
Item 1.01:
• Securitizer has no activity to report for the
initial period pursuant to Rule 15Ga-1(c)(1)
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Field
#
no info
blank
cell
no info
blank
cell
Field Name
no info blank cell
no info blank cell
Example of Value to
be Inserted
Definition (Limits of Field)
Item 1.02:
no info blank cell
no info blank cell
• Start Period
• End Period
• Has the Securitizer previously filed an
ABS-15G under Item 1.01 for the same Asset
Class as this report?
• File Number
• Securitizer has no activity to report for the
quarterly period pursuant to Rule
15Ga-1(c)(2)(i)
• Securitizer has no activity to report for the
annual period pursuant to Rule
15Ga-1(c)(2)(ii)
Item 1.03:
• Not Applicable (N/A)
48a
Securitizer has
no activity to
report for the
initial period
pursuant to Rule
15Ga-1(c)(1)
Pick list; Yes or No
Select Yes or No to indicate if the Securitizer
has any activity to report for the initial period
pursuant to Rule 15Ga-1(c)(1).
48b
Has the
Securitizer
previously filed
an ABS-15G
under Item 1.01
for the same
Asset Class as
this report?
Pick list; Yes or No
Select Yes or No to indicate if the Securitizer
has previously filed an ABS-15G under
Item 1.01 for the same Asset Class as this
report.
48c
File Number
025-00000-1
If the answer to ‘Has the Securitizer previously
filed an ABS-15G under Item 1.01 for the same
Asset Class as this report?’ is ‘Yes’, you are
required to enter the SEC supplied file number.
This field allows up to 17 characters, and only
one file number is allowed for each registrant.
The valid prefix for the file number is 025-.
If the answer to ‘Has the Securitizer previously
filed an ABS-15G under Item 1.01 for the same
Asset Class as this report?’ is ‘No’, then the
system will generate a new “025-” file number,
and assign that number to the filing.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
48d
Securitizer has
no activity to
report for the
quarterly period
pursuant to Rule
15Ga-1(c)(2)(i)
Pick list; Yes or No
Select Yes or No to indicate if the Securitizer
has any activity to report for the quarterly period
pursuant to Rule 15Ga-1(c)(2)(i).
48e
Securitizer has
no activity to
report for the
annual period
pursuant to Rule
15Ga-1(c)(2)(ii)
Pick list; Yes or No
Select Yes or No to indicate if the Securitizer
has any activity to report for the annual period
pursuant to Rule 15Ga-1(c)(2)(ii).
49
Rule 15Ga-2
Radio Button
Indicates a submission is being made under
Rule 15Ga-2. The filer is required to select the
item under which the submission is being made:
2.01 or 2.02.
Fields displayed upon selection of Items:
Item 2.01 - Registered Entity:
• Period
• Does Securitizer have a CIK?
• Securitizer CIK
• Has the Securitizer already been assigned a
file number with a “025-” prefix?
• File Number of Securitizer
• Depositor CIK
• Filer Number of Depositor
• Issuing Entity CIK
• Issuing Entity Name
• Does the Issuing Entity have a file number for
the Prospectus filing?
• File Number of Issuing Entity
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Field
#
no info
blank
cell
no info
blank
cell
no info
blank
cell
Field Name
no info blank cell
no info blank cell
no info blank cell
Example of Value to
be Inserted
Definition (Limits of Field)
Item 2.01 - Unregistered Entity:
no info blank cell
no info blank cell
no info blank cell
• Period
• Does Securitizer have a CIK?
• Securitizer CIK
• Has the Securitizer already been assigned a
file number with a “025-” prefix?
• File Number of Securitizer
• Depositor CIK
• Issuing Entity CIK
• Issuing Entity Name
Item 2.02 - Registered Entity:
• Period
• Does Securitizer have a CIK?
• Securitizer CIK
• Has the Securitizer already been assigned a
file number with a “025-” prefix?
• File Number of Securitizer
• Depositor CIK
• Filer Number of Depositor
• Issuing Entity CIK
• Issuing Entity Name
• Does the Issuing Entity have a file number for
the Prospectus filing?
• File Number of Issuing Entity
• Underwriter CIK
Item 2.02 - Unregistered Entity:
• Period
• Does Securitizer have a CIK?
• Securitizer CIK
• Has the Securitizer already been assigned a
file number with a “025-” prefix?
• File Number of Securitizer
• Depositor CIK
• Issuing Entity CIK
• Issuing Entity Name
• Underwriter CIK
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Field
#
49a
Field Name
Period
Example of Value to
be Inserted
12-31-2000
Definition (Limits of Field)
End date of reporting or period of filing: date
formats entered will be converted to the EDGAR
preferred format mm-dd-yyyy. The date must be
between 01-01-1980 and 12-31-2050 and a
future date is not allowed for this field. Refer to
Appendix E for information regarding which
forms will allow you to use future dates in the
Period field. This field will allow you to either
enter a date or select a date using the calendar
icon.
or
Dec 31 2000
or
12/31/00
49b
Does Securitizer
have a CIK?
Pick list; Yes or No
Select Yes or No to indicate if the Securitizer
has a CIK.
49c
Securitizer CIK
1234567890
If the answer to ‘Does Securitizer have a CIK?’
is ‘Yes’, you are required to enter the SEC
supplied CIK for the Securitizer. This field allows
up to 10 characters.
49d
Has the
Securitizer
already been
assigned a file
number with a
“025-” prefix?
Pick list; Yes or No
Select Yes or No to indicate if the Securitizer
already has already been assigned a file
number.
49e
File Number of
Securitizer
025-12345
If the answer to ‘Has the Securitizer already
been assigned a file number with a “025-”
prefix?’ is ‘Yes’, you are required to enter the
SEC supplied file number of the Securitizer. This
field allows up to 17 characters. The prefix may
contain 1-3 digits, the sequence number may
contain 1-8 digits, the optional suffix may contain
1-4 characters, and fields are separated with a
hyphen. Valid prefix for submission types
ABS-15G and ABS-15G/A is 025-.
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Field
#
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
49f
Depositor CIK
1234567890
SEC supplied CIK for the Depositor. This field
allows up to 10 characters.
49g
File Number of
Depositor
333-12345,
The SEC supplied file number of the Depositor.
If registered (selected “Item 2.01 - Registered
Entity” or “Item 2.02 - Registered Entity” for
Rule 15Ga-2), include the file number of the
Registration Statement to which this form
relates.This field allows up to 17 characters. The
prefix may contain 1-3 digits, the sequence
number may contain 1-8 digits, the optional
suffix may contain 1-4 characters, and fields are
separated with a hyphen. Valid prefixes for
submission types ABS-15G and ABS-15G/A are
001- and 333-.
49h
Issuing Entity CIK
1234567890
SEC supplied CIK for the Issuing Entity. This
field allows up to 10 characters.
49i
Issuing Entity
Name
Small Ltd
Name of the Issuing Entity associated with the
filing. This field allows up to 150 characters.
49j
Does the Issuing
Entity have a file
number for the
Prospectus filing?
Pick list; Yes or No
Select Yes or No to indicate if the Issuing Entity
has a file number for the Prospectus filing.
49k
File Number of
Issuing Entity
333-12345,
If the answer to ‘Does the Issuing Entity have a
file number for the Prospectus filing?’ is ‘Yes’,
you are required to enter the SEC supplied file
number of the Issuing Entity. If registered
(selected “Item 2.01 - Registered Entity” or
“Item 2.02 - Registered Entity” for Rule 15Ga-2),
include the file number of the Prospectus filing to
which this form relates. This field allows up to 17
characters. The prefix may contain 1-3 digits,
the sequence number may contain 1-8 digits,
the optional suffix may contain 1-4 characters,
and fields are separated with a hyphen. Valid
prefixes for submission types ABS-15G and
ABS-15G/A are 001- and 333-.
Underwriter CIK
1234567890
59l
001-12345
001-12345
EDGAR Filer Manual (Volume II)
If you selected “Item 2.02 - Registered Entity” or
“Item 2.02 - Unregistered Entity” for
Rule 15Ga-2), then you are required to enter the
SEC supplied CIK of the Underwriter. This field
allows up to 10 characters.
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Field
#
50
Field Name
Accession
Number
Example of Value to
be Inserted
0000000000-12-000191
Definition (Limits of Field)
Refers to the Accession number of the
submission type that the filer is amending. This
field allows up to 20 characters.
*These fields are read-only. You do not need to enter information: EDGARLink Online
automatically fills these fields.
**The values on the Form Type pick list are:
●
S-1
●
S-3
●
S-1/A
●
S-3/A
●
S-1MEF
●
S-3MEF
***The values on the Investment Company Type pick list are:
●
Form N-1A Filer (Mutual Fund)
●
Form N-1 Filer (Open-End Separate Account with No Variable Annuities)
●
Form N-2 Filer (Closed-End Investment Company)
●
Form N-3 Filer (Separate Account Registered as Open-End Management Investment
Company)
●
Form N-4 Filer (Variable Annuity UIT Separate Account)
●
Form N-5 Filer (Small Business Investment Company)
●
Form N-6 Filer (Variable Life UIT Separate Account)
●
Form S-1 or S-3 Filer (Face Amount Certificate Company)
●
Form S-6 Filer (UIT, Non-Insurance Product)
7.3.3.3 Test and Live Filings
If you want to submit a test filing through EDGARLink Online, you have to set the “TEST” radio
button on the Main page. EDGAR treats the submission as a test and it will not be disseminated.
WARNING: (1) If you want your submission to be live, you must use the “LIVE” radio button:
Acceptance processing and public dissemination is an automated process that takes
place immediately upon receipt of live filings. Public portions of a live filing are
immediately disseminated to the public.
(2) If you use the “TEST” radio button, the filing is not an official filing. If you
intended to submit a live filing, you must change the radio button to “LIVE” and
transmit the submission.
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7.3.3.4 Filing on Behalf of More than One Entity
When a registration statement is made on behalf of more than one entity, you must include the
co-registrant CIK and CCC for each entity in the Main page in the fields provided.
Caution: All co-registrant filings must apply to the same Act(s). Only registrants identified in
the Filer CIK field as the filer in the original registration can be part of the submission
of an amendment.
Note: A maximum of 999 co-registrants is acceptable per submission. Co-registrants in excess
of this number must be split into multiple submissions.
When a submission requires Series and Classes, EDGARLink Online will prevent you from
transmitting the submission if the filing does not include at least one valid Series and Class ID:
●
For the registrant.
●
For each existing co-registrant.
When a filing involves a single registration statement under the 1933 Act filed on behalf of more
than one registrant (co-registrants), you must add a CIK and CCC field for each registrant on the
Main page. If the filing is an amendment to the registration statement, you must include the File
Number for each registrant. If you are adding a new co-registrant to an amendment, you must type
“New” in the File Number field of the new co-registrant. There are only a few submission form
types that can be filed in these combinations. If the submission type is not listed below, then each
co-registrant must transmit the submission separately.
When the submission type is:
Then the Form-Type can only be used to refer to:
S-1
S-1 or S-3
S-3
S-3 or S-1
S-1/A
S-1/A or S-3/A
S-3/A
S-3/A or S-1/A
S-1MEF
S-1MEF or S-3MEF
S-3MEF
S-3MEF or S-1MEF
See Section 7.4, “Validating Your Submission,” for details of all submission types that can be
combined, either with multiple registrants or a single registrant.
Another unique situation where multiple registrants need to report on the same submission relates
to Williams Act Submissions. In this case the filing is based on a group. Use the Group Members
field when a Williams Act filing (SC 13D or SC 13G) is being made on behalf of more than one
entity, for example, for members of a group or joint filers. Identify only one filer in the Filer field.
List the other members of the group (or the other joint filers) under the Group Members field by
name (no CIKs are necessary). See Figure 7-7: Entering Group Members.
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Figure 7-7: Entering Group Members
7.3.4
The EDGARLink Online Attached Documents List Page
The Attached Documents List page will list your documents after you attach them, and is
designed similarly to the Main page, in that there are fields, check boxes, and buttons that assist
you in entering descriptions about your documents, validating your documents, and navigating
from one screen to another.
Figure 7-8: Attached Documents List Page
7.3.4.1 Attached Documents List Page Fields
On the Attached Documents List page, the File Name field is automatically entered when you
attach a document; see Section 7.3.4.4, “Attaching a Document.” The Type field provides you
with a list of document types you can attach such as: Cover, Correspondence, Graphic, EU-1, and
exhibits. The Description field (which is optional) is used to enter a description for the document
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EDGAR Filer Manual (Volume II)
up to 255 characters in length. You can attach as many documents as you would like; see
Section 7.3.4.5, “Attaching Multiple Documents.” Clicking the check box next to the File Name
field will automatically select all attachments for this submission. Corresponding to each attached
document is a check box, which when selected indicates which attachment to process when one of
the tab functions is chosen (for eg. Delete Document, View Document, etc). You can validate the
attachment for errors by selecting the check box corresponding to the attachment and clicking the
[Doc Validation] button; see Section 7.4.2, “Document Validation.” If errors are found after Doc
validation is performed, EDGARLink Online displays the number of errors in the Errors field.
Another field on the page is the Document Count field. This field automatically inserts the
number of submission documents you attach to the submission. EDGARLink Online
automatically calculates this number based on the number of submission documents you attach.
For more information on attaching submission documents; see Section 7.3.4.4, “Attaching a
Document.”
An additional field available on submission form types SDR-CCO and SDR-CCO/A is the
“Request Confidentiality” check box. The “Request Confidentiality” check box allows applicants
to request confidential treatment for each attached document. By default, the “Request
Confidentiality” check box will not be selected and confidential treatment is waived.
Table 7-2: Information Fields Available on Documents Page lists all the fields available on the
Documents List page.
Table 7-2: Information Fields Available on Documents Page
Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
51
Document
Count **
1
Number of documents included in the submission.
52
File Name**
r10q99.txt
The file name of the document you attach. The file
name is automatically inserted from the Attach window.
53
Module or
Segment
Name*
Opinion 1
The name of the module or segment currently stored
on EDGAR.
54
Master Seg
CIK*
1234567890
The CIK of the filer for the master segment, the
submission you are attaching the segment to.
55
Type
Pick List;10-Q
Indicates to EDGAR the type of document being
attached. This field assists EDGAR in keeping public
and non-public documents separated.
Optionally, you can click the Pen icon to add a decimal
point (.) after the last character of the document type
value and include up to 20 characters in the Type field.
For example, 10-Q.primary
56
Description
2000 Quarterly
Report
EDGAR Filer Manual (Volume II)
Is not a required field. We do ask that you describe the
document, graphic, or exhibit you are attaching. This
field allows a maximum of 255 characters.
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September 2015
Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
57
Errors**
Link
Displays the number of errors in the attached
document. Filer can click the link to view the errors.
58***
Request
Confidentiality
Check Box
Allows applicants to request confidential treatment for
attached documents.
*
These fields appear in the Module/Segment submission only.
**
These fields are read-only: you do not need to enter information. EDGARLink Online
automatically fills these fields.
***
This field appears only on submission form types SDR-CCO and SDR-CCO/A.
Type 1 and 2 modules and segments must have unique file names and unique module and
segment names.
Note: When you assemble a submission that includes multiple documents, i.e., correspondence,
cover letter, etc., EDGARLink Online updates the File Name fields automatically when
you attach additional documents. When you incorporate segments and modules, these
values represent the number of documents that will be contained in the submission after
final assembly.
7.3.4.2 Document Count
Although this field is read-only and EDGARLink Online automatically fills in this field, there are
limitations on its value. Please use the following guidelines when adding a document to a filing.
A submission may include a maximum of 612 documents in the following combinations:
●
At least one (1) primary submission document*
●
Up to ten (10) cover letters (document type “COVER”)
●
Up to one hundred (100) correspondence documents (document type “CORRESP”)
●
Up to five hundred (500) exhibits/graphics files (document type “EX__”)**
●
One (1) EU-1
* The primary document must include the primary filing; exhibits must be included in
separate exhibit documents appropriately labeled.
** For appropriate labels for exhibits, please see APPENDIX C and/or in accordance
with rule or form requirements.
7.3.4.3 Submission Documents
In previous sections, we discussed preparing the documents that you are including in your
submission. The documents supported include: ASCII, HTML, PDF, XBRL, and *.jpg/*.gif
graphics only. In text documents, lines cannot be more than 80 characters wide, unless in a table
that is no more than 132 characters wide, and no special characters. When you prepare your
documents using EDGARLink Online, you no longer include Header or Document tags.
EDGARLink Online automatically takes care of that for you.
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7.3.4.4 Attaching a Document
Once you have prepared your submission document, correspondence, or cover letter, you can
include it in your submission by using EDGARLink Online. This procedure assumes you have a
submission open and a submission document prepared:
1. Click the Documents tab.
2. The Attached Documents List page appears, Figure 7-9: Attached Documents List
Page.
3. Click the [Add Document] button.
4. EDGARLink Online displays the Attachment Selection and Upload window,
Figure 7-10: Attachment Selection and Upload Window.
To attach multiple documents to a submission you can select multiple files in the browser
window before selecting the [Open] button.
Figure 7-9: Attached Documents List Page
Figure 7-10: Attachment Selection and Upload Window
5. Click the [Browse] button. The Choose file window appears, Figure 7-11: Browse:
Choose file Window. Open the location of your documents using the Look in: field.
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Figure 7-11: Browse: Choose file Window

Click the down button in the right hand side of the field.

Select the folder you want to open by clicking it.

The folder structure appears in the window with the subdirectories and files. Double
click the subdirectory folders until your submission file appears.
6. Click once on the file you want to attach; it could be a document, graphic, N-SAR or
PDF file.
7. Click the [Open] button. The file you selected appears in the Attached Documents List
page.
7.3.4.5 Attaching Multiple Documents
While creating a submission, there are occasions where you will attach more than one document,
for instance a cover letter, correspondence, a revised submission document, and a PDF version of
your submission document. In order for EDGAR to divide documents into public and private
documents, each of these documents should be listed individually on the Attached Documents
List page rather than compiled into one document. To attach multiple documents, follow the same
procedures as attaching a single document. This creates additional lines in the document list:
●
Press the [Shift] key to select a list of documents.
●
Press the [Ctrl] key to select more than one document in a list.
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7.3.4.6 Requesting Confidential Treatment for Attached Documents
Applicants can request confidential treatment for each attached document on submission form
types SDR-CCO and SDR-CCO/A. SEC staff will review the submission and make a
determination of whether the document attachment for which confidential treatment is requested
should be made public. EDGAR will disseminate only the attached documents of the SDR-CCO
and SDR-CCO/A submission that SEC staff has determined to be public.
To request confidential treatment for the attached SDR-CR, SDR-FR, SDR-CR/A, or SDR-FR/A
document types:
1. Follow the steps 1 -7 described in Section 7.3.4.4 to attach a document.
2. Select the type of document from the “Type” drop down list.
3. Enter a description for the attached document in the Description field. This field is
optional and allows a maximum of 255 characters.
4. Select the “Request Confidentiality” check box for the document you want to request
confidential treatment.
Note: By default, the “Request Confidentiality” check box will not be selected for
each attached document.
Figure 7-12: Request Confidentiality for Attached Documents
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7.3.4.7 Organizing Documents
EDGARLink Online has added a new feature on the Attached Documents List page. After you
attach your documents and the file names appear in the File Name field, you can organize the
document names on the Attached Documents List page. EDGARLink Online has two additional
buttons on this page: [Move Doc Up] and [Move Doc Down].
To move a document up the list:
1. Select the check box next to the File Name field for the document you want to move.
2. Click the [Move Doc Up] button.
To move a document down the list:
1. Select the check box next to the File Name field for the document you want to move.
2. Click the [Move Doc Down] button.
Note: This organization function moves the documents only until they are either at the top or
bottom of the list.
7.3.4.8 Correcting a Document
If errors are found after validation is performed, EDGARLink Online displays the number of
errors in the Errors field on the Attached Documents List page. You can click the value in the
Errors field of each validated document to view the validation errors, if any. To ensure your
changes are reflected in future submissions, you should use the original application (e.g., word
processor) to correct the errors, save the document, and re-attach your submission documents.
7.3.4.9 Removing a Document
As you are preparing your submission, you may need to detach or delete a document from your
submission. The process to remove a document from your submission is as easy as attaching a
document:
1. Select the check box next to the File Name field for the document you want to remove.
2. Click the [Delete Document] button.
Figure 7-13: Remove Attachments Window
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EDGAR Filer Manual (Volume II)
EDGARLink Online prompts you to confirm that you want to remove your document. See Figure
7-13: Remove Attachment Confirm Window. If you click [Yes], then EDGAR removes the
document from your submission. You can use this process if the file contains errors when you
validate your document.
Figure 7-14: Remove Attachment Confirm Window
7.3.4.10 Replacing a Document
Rather than removing an incorrect document, you can re-attach a corrected version of the
document with the same name:
1. Click the [Add Document] button.
2. Click the [Attach] button.
3. Choose the corrected submission document and click the [Open] button.
EDGARLink Online warns you that the file(s) is already attached, and asks if you
would like to replace the selected file(s).
4. Click the [Yes] button if you want to replace it.
EDGARLink Online then replaces the document in your submission.
7.3.4.11 Viewing a Document
Once you have attached a document, you may want to view the document’s text:
1. Select the check box next to the File Name field for the document you want to view.
2. Click the [View Document] button.
3. The attached document appears. From here you can review your document by
scrolling through it or printing a copy.
4. To return to your submission close the viewer window.
5. If you have multiple documents attached in your submission, you will have to choose
which documents you want to view. You can only view one document at a time.
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Figure 7-15: View Document Window
7.3.4.12 Printing Documents
Before you transmit your submission, you might want to print your submission document. You
can do this using EDGARLink Online:
1. Display your submission document, as described above.
2. Use the browser’s print feature to send your document to your printer.
7.3.5
The EDGARLink Online Notification Information Page
EDGARLink Online allows you to notify multiple e-mail addresses of the status of your EDGAR
submission. You can add these additional addresses on the Notification Information page. They
will receive acceptance/suspense messages for both Live and Test filings.
Figure 7-16: Notification Information Page
If you need to change your default notification address, you can change it on the EDGAR Filing
Website using the “Retrieve/Edit Data” option. Table 7-3 contains the fields available on the
Notification page.
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Table 7-3: Information Fields Available on Notification Information Page
Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
59
Internet
Notification
Address
[email protected]
Identifies Internet User IDs that are to receive
submission acceptance or suspense messages.
Cannot be used to request Return Copies. This field
must be in standard Internet address format, including
exactly one “@” character and all necessary “.”
characters; only EDGAR acceptable characters are
allowed in the address; each address may be up to
eighty (80) characters long.
60
Notify via
Filing website
Only
Check Box
For a filer who wants only to download their
notifications from the EDGAR Filing Website. This is
suggested if you are transmitting a filing after 5:30 P.M.
7.3.5.1 Adding Notification Addresses
Place your additional notification e-mail addresses on the Notification Information page:
1. From your open submission, click the Notifications tab.
2. The Notification Information page appears, Figure 7-15: Notification Information
Page.
3. Enter the additional Internet e-mail address in the Internet Notification Address field.
Click the [Add] button.
Note: If there are additional Internet e-mail addresses that you want to enter click the
[Add] button. You are allowed to add as many e-mail addresses as you would
like.
7.3.5.2 Removing Notification Addresses
As you are preparing your submission, you may need to remove or delete an internet notification
address from your submission. The process to remove an internet notification address from your
submission is as easy as adding a notification address:
1. From your open submission, click the Notifications tab.
2. Select the check box next to the Internet Notification Address field for the notification
addresses you want to remove.
3. Click the [Delete] button.
EDGARLink Online prompts you to confirm that you want to remove your notification addresses.
If you click [Yes], then EDGAR removes the Internet Notification Addresses from your
submission.
7.3.6
The EDGARLink Online Module/Segment Page
A module or segment is information that is stored on the non-public data storage area of EDGAR.
Information about creating module and segment documents is covered in Section 5.3, “Preparing
or Referencing Module and Segment Documents.” Also included in this section is information on
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including references to Type 1 modules and segments in other filing documents. Before using
either Type 1 or Type 2 modules/segments in a filing, you must submit them so that they reside on
the non-public data storage. The submission of these documents is outlined in Section 7.3.11,
“Module and Segment Submissions.” Information on managing your modules and segments
while they are in the private storage area is covered in Section 11.5.2, “Retrieve Module/Segment
Information.”
This section will tell you how to add Type 2 module and segment documents as you prepare your
submission. When you add these documents, EDGARLink Online automatically inserts the
reference in your submission, retrieves the document from the non-public storage area, and places
the documents at the end of the submission. To add Type 2 module/segment documents to a
submission on the EDGARLink Online Main Page, click the Module/Segment tab.
Figure 7-16: Referenced Module/Segment List Page will appear. You can use this screen to add
the documents. Fields on the page will be based on whether the document you are adding is a
module or segment. If you select the “M” check box, both the CIK and CCC fields are enabled. If
you select the “S” check box the entry boxes under the CIK and CCC will disappear.
Figure 7-17: Referenced Module/Segment List Page
Table 7-4: Information Fields Available on the Referenced Module/Segment List Page contains
the fields available on the Referenced Module/Segment List page. It will help you correctly
complete the fields on this page by defining the content of each field and giving an example.
Table 7-4: Information Fields Available on the Referenced Module/Segment List Page
Field
#
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
61
M/S
Check box
Identifies the reference as a (M)odule or (S)egment.
62
Module/Segment
Name
OPINION 1
Identifies the name of the Type 2 module or
segment currently residing on EDGAR that you are
including in your submission.
63
CIK
1234567890
Identifies the primary owner of the Type 2 module
you reference in your submission.
64
CCC
[email protected]
Identifies the CCC of the primary owner of the Type
2 module you reference in your submission.
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Field
#
65
Field Name
Type
Example of Value
to be Inserted
Pick List; EX-1
Definition (Limits of Field)
Identifies the document type of module or segment
you are referencing.
7.3.6.1 Referencing Your Module or Segment Document
When you reference Type 1 modules and segments (partial documents) in your submission, you
should make reference inside your submission document to a Type 1 module or segment currently
residing on the EDGAR system.
Type 1 and 2 modules and segments should have unique file names and module and segment
names.
You reference your Type 2 modules in EDGARLink Online on the Referenced Module/Segment
List page. When EDGAR processes your submission, the module (or segment) residing on the
system is automatically attached to the bottom of the submission.
When you reference Type 2 modules and segments (one complete document), EDGARLink
Online automatically inserts the reference in your submission. The following sections describe
how to reference Type 2 modules and segments.
7.3.6.2 Including Type 2 Modules in Your Submission
These instructions assume that EDGAR has previously accepted your module:
1. Click the Module/Segment tab. The Referenced Module/Segment List page appears.
2. Select the “M” check box. The CIK and CCC fields are enabled.
3. Enter the module name (not the module file name) in the Module/Segment field.
4. Enter the CIK and CCC of the filer whose module you are placing within your
submission. EDGARLink Online will validate the CIK and CCC pair to ensure it is
correct.
5. Select the document type of your module in the Type field:

Click the down button.

Scroll until you see the module document type.

Click the document type to enter it in to this field.
If the referenced module does not exist on EDGAR, your submission will be suspended.
7.3.6.3 Including Type 2 Segments in Your Submission
These instructions assume that EDGAR has previously accepted your segment:
1. Click the Module/Segment tab. The Referenced Module/Segment List page appears.
2. Select “S” for the M S field.
3. Enter the segment name (not the segment file name) in the Module/Segment Name
field.
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4. Select the document type of your segment in the Type field:



Click the down button.
Scroll until you see the segment document type. If your document is a cover letter or
correspondence, be sure it is correctly marked.
Click the document type to enter it in to this field.
IMPORTANT: If your document is a cover letter or correspondence, be sure to give it the
correct type. Otherwise it will be disseminated immediately to the public.
If the referenced segment does not exist on EDGAR, your submission will be suspended.
7.3.6.4 Errors in Segments
EDGAR validates segments at the time you submit them. If a segment contains errors, EDGAR
reports those errors to you and/or your filing agent.
If a transmitted Type 1 or 2 segment contains only white space (is blank), EDGAR will suspend
the entire submission.
If an error arises when the EDGAR system attempts to combine segments, or if EDGAR detects
an error in the master segment, EDGAR will suspend the filing. The expiration dates of
subordinate segments referenced in the master segment are extended six business days from the
day of suspension of the master segment.
When EDGAR detects an error in a subordinate segment, the segment is not accepted and you
must re-submit the corrected subordinate segment.
Note: EDGARLink Online will raise an error when it is error-checking a master segment with
Type 2 segment references and it cannot find the segment referenced. This error will not
occur if all subordinate segments are present on EDGAR when the master segment is filed
and the document count accounts for all documents in the assembled filing.
7.3.7
The EDGARLink Online Series/Classes (Contracts) Information Page
Refer to Rule 313 of Regulation S-T [17 CFR 232.313] for the substantive rule requirements
underlying the functions of this page.
The Series/Classes tab will appear on the Main Page based on responses to information on the
Main Page. The answers that trigger the display of the Series/Classes tab may include the
following:
●
When the form type can includes series and class (contract) information,
●
When the filer has selected an option from the Filer Investment Company Type pick list
on the Main page indicating that they are a Registered Investment Company or a Business
Development Company,
●
When the Filer Investment Company type selected is an S/C type, listed below:
o
Form N-1A (Mutual Fund)
o
Form N-3 (Separate Account registered as Open-End Management Investment
Company)
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o
Form N-4 (Variable Annuity UIT Separate Account)
o
Form N-6 (Variable Life UIT Separate Account)
See Figure 7-17, Main Page for Investment Company with Series and Classes (Contracts), for an
illustration of a submission that fulfills all of these conditions and shows the Series/Classes tab.
Figure 7-18: Main Page for Investment Company with Series and Classes (Contract)
The filer may click the Series/Classes tab on the Main Page to access the page shown in Figure
7-18: Series /Classes (Contracts) Information Page. This page is used to add series and class
(contract) information to a filing.
This page is used for three purposes:
●
Indicating existing series and class (contract) identifiers on behalf of which a filing is
being made (“Existing” radio button)
●
Adding new series and class (contract) names on behalf of which a filing is being made
(“Adding New” radio button)
●
Provide identifying information on series and classes (contracts) that are parties to a
merger (“Merging” radio button)
The page is first displayed with the “Adding New” radio button selected. Selecting the “Existing”
radio button will change the fields displayed on the form and will be illustrated in figures in this
section. The submission form type will determine which of the fields and buttons are available.
For example, the N-14 submission form type will display the “Merging” radio button, while the
485APOS form type will display the “Existing” and “Adding New” radio buttons. In addition to
the radio buttons being dependant on the form type, the fields available will depend on the
Investment Company Type. For example, an N-1A filer will be asked for both series and class
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(contract) information, while the N-6 filer will not enter series information but will be asked
instead for class (contract) information.
Figure 7-19: Series/Classes (Contracts) Information Page
An S/C Fund investment company also has a duty to update and keep current existing series and
class (contract) information. See Rule 313(a) (1) and (2) of Regulation S-T. Filers can update
information via the Series and Classes (Contracts) Information page accessible on the EDGAR
Filing Website. See EDGAR Filer Manual, Volume I, Maintenance of Company Data for more
information. Use the Series and Classes (Contracts) Information page for the following:
●
Series and class (contract) name changes and adding ticker information after the ticker has
been received from the exchange.
●
In the case of a merger, the filer must use the page to set the status of series and classes
(contracts) to Merge after a merger becomes effective.
●
Set the status of series and classes (contracts) to Inactive after all required filings have
been made for the series or class (contract).
7.3.7.1 EDGAR Submission Form Types with Investment Company Type and the
Series/Classes (Contracts) Information Page
For those EDGAR submission types identified in this filer manual, a S/C Fund must include all
series and/or class (or contract) identifiers of each series and or class (or contract) on behalf of
which a filing is made. See Rule 313(a)(3) of Regulation S-T.
EDGARLink Online is programmed to help the filer by asking questions only when appropriate.
Questions on the Investment Company Type and/or series and classes (contracts) information will
be based on the form type. On registration statements and pre-effective amendments, the
Investment Company Type of the primary registrant is determined based on the EDGAR
submission form type.
Thus on the Main Page for the registrations and pre-effective amendments, the pick-list for
Investment Company Type shows the IC type and all other values are grayed-out. Filers may not
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change the IC type on these form types. The following form types are registrations and
pre-effective amendments.
Submission form types:
N-1, N-1-A
N-5, N-5/A
N-1A, N-1A/A
N-6, N-6/A
N-2, N-2/A, N-2MEF
S-1, S-1/A
N-3, N-3/A
S-3, S-3/A
N-4, N-4/A
S-6, S-6/A
Other form types for Investment Companies are filed by the primary registrant but are not
registrations and pre-effective amendments. On these EDGAR submission form types, a pick-list
is provided for the Investment Company Type of the primary registrant. On most of these form
types, Series and classes (contracts) identifiers might also be required in the submission. The
exceptions are NSAR-U and NSAR-U/A, where Series and classes will not be included in the
filing.
Submission form types:
24F-2NT, 24F-2NT/A
N-CSR, N-CSR/A, N-CSRS, N-CSRS/A
485APOS, 485BPOS, 485BXT
N-PX, N-PX/A, N-PX-FM, N-PX-FM/A
497, 497AD, 497J, 497K
N-Q, N-Q/A
DEF 14A, DEF 14C
NSAR-A, NSAR-A/A, NSAR-AT, NSAR-AT/A,
DEFA14A, DEFA14C
NSAR-B, NSAR-B/A, NSAR-BT, NSAR-BT/A
DEFM14A, DEFM14C
NSAR-U, NSAR-U/A
DEFR14A, DEFR14C
NT-NCSR/A, NT-NSAR, NT-NSAR/A
N-14, N-14/A
POS AMI
N-30B-2
PRE 14A, PRE 14C
N-30D, N-30D/A
PREM14A, PREM14C
N-CR, N-CR/A
PRER14A, PRER14C
These EDGAR submission form types are for registrant and non-registrant third party filers
making proxy filings with respect to subject investment companies. On these EDGAR submission
form types, an Investment Company type pick-list defines the IC type of the subject company.
Series and classes (contracts) identifiers might be required, depending on the (subject company)
Investment Company Type and the form type.
Submission form types:
DEFC14A
PREC14A
DEFC14C
PREC14C
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Submission form types:
DEFN14A
PREN14A
DFAN14A
PRRN14A
DFRN14A
PX14A6G
425
PX14A6N
7.3.7.1.1 Series and Class (Contract) Information based on EDGAR Submission
Form Type
Some of the EDGAR submission form types listed above in Section 7.3.7.1 can be used by filers
to identify merged and new series and classes (contracts).
New series and classes (contracts) identifiers may be obtained by the filing of most registration
statements, pre-effective and post-effective amendments. There are a few exceptions to the
general rule however. Form N-4 and N-6 filers get an automatically generated single series. The
name of the series is identical to the investment company name when the first class (contract) is
defined. The second exception is that the 485BPOS may only be used to obtain identifiers for new
classes (contracts), but not for new series. The form types in this group are as follows:
Submission form types:
N-1A, N-1A/A
485APOS, 485BPOS
N-3, N-3/A
POS AMI
N-4, N-4/A
N-6, N-6/A
A few submission form types can be used to identify series and classes (contracts) merger data.
These form types are as follows:
Submission form types:
425
N-14, N-14/A
DEFM14A, DEFM14C
PREM14A, PREM14C
Some submission form types are used by both registered investment companies and other filer
types. The submission helps distinguish between the two types of filers by asking whether the
filer is a registered investment company or a business development company before the fields for
investment companies are displayed. These form types are as follows:
Submission form types:
DEF 14A, DEF 14C
PRE 14A, PRE 14C
DEFA14A, DEFA14C
PREC14A, PREC14C
DEFC14A, DEFC14C
PREM14A, PREM14C
DEFM14A, DEFM14C
PREN14A
DEFN14A
PRER14A, PRER14C
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Submission form types:
DEFR14A, DEFR14C
PRRN14A
DFAN14A, DEFR14C
PX14A6G, PX14A6N
425
S-1, S-1/A
no info blank cell
S-3, S-3/A
7.3.7.1.2
Non-Registrant Third Party Filings
Registrant and non-registrant third party filers making proxy filings with respect to subject
investment companies may file using the EDGAR submission form types as previously
mentioned in Section 7.3.7.1. See Rule 313(d) of Regulation S-T. In these cases, the investment
company type specified is that of the subject company. The filer will also include series and/or
class (contract) identifiers on whose behalf the filing is being made. The series and class
(contract) identifiers for the subject company can be found in the SEC-EDGAR Company
Database at http://www.edgarcompany.sec.gov.
7.3.7.2 Existing Series and Classes (Contracts) Identifiers
Figure 7-19: Including Series and Classes (Contracts) Identifiers shows the fields displayed when
the “Existing” radio button is selected. This page would be used by Form N-1A or Form N-3
filers. When the Investment Company Type is for Form N-4 or Form N-6 filers, the series fields
are not displayed since these types of companies have only a single series, however information
on multiple classes (contracts) can be included.
Figure 7-20: Including Series and Classes (Contracts) Identifier
Enter the Existing Series ID and Class (Contract) ID associated with the filing. Use the “All?”
Series ID box to indicate that you are making the filing on behalf of all your series and classes
(contracts) with a status of Active. Use the “All?” Class (Contract) ID box to indicate that you are
making the filing on behalf of all the classes of a series with a status of Active. If you are not
using either of the “All?” boxes and you are identifying individual classes, clicking the [Add]
button for Class (Contract) ID will display a field to add another Class (Contract) ID to the series
on whose behalf the filing is being made. Clicking the [Add Another Series/Class] button will
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display fields to indicate another set of series and classes (contracts) on whose behalf the filing is
being made. Clicking the [Delete Series/Class] button will remove the selected set of series and
classes (contracts).
Caution: If you enter a number of Series IDs and then later select the “All?” button, the entered
Series ID fields will be eliminated. The class “All?” button works identically to that of
the Series. Be careful before selecting the button if you have entered either series or
class (contracts) identifiers.
7.3.7.3 Adding New Series and Classes (Contracts)
For those form types that allow the filer to add new series and classes (contracts), selecting the
“Adding New” radio button displays the fields to enter new series and class (contract). The fields
displayed depend on the Investment Company Type of the primary registrant or the subject
company and the EDGAR submission form type being used. Figure 7-20: New Series and Classes
(Contracts) on Registration Statements, shows the fields displayed on the N-1A and N-3 EDGAR
submission form types. When the Investment Company Type is for Form N-4 or Form N-6 filers,
the series fields are not displayed since these types of companies have only a single series.
Figure 7-21: New Series and Classes (Contracts) on Registration Statements
Enter a series name and the name for its first class (contract). Each series must have at least one
class (contract). For the first series you may use your company name as the Series Name by
clicking the “Use Company Name as Series Name?” check box. The series for a “stand alone
fund” without separate series will have the same name as the fund itself. If the series does not
have separate classes, the filer should use the series name as the class name. To do this, click the
“Use Series Name as Class (Contract) Name?” check box. The class for a series without separate
classes will have the same name as the series itself. This is the only case where the class name
should use the series name. You may enter additional classes (contracts) for the series by clicking
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the [Add] button. Multiple series may be added by clicking the [Add Another Series/Class]
button. Multiple series may be removed by clicking the [Delete Series/Class] button.
You must enter a unique name for each series, i.e., you may not enter duplicate series names for
your investment company (although its series might have the same name(s) as the series of other
investment companies). For each series, you should enter the name by which that series is most
commonly known. For example, if the “Acme Trust” complex has a series named the “Bond
Fund” which is known and marketed as “the Acme Bond Fund,” the fund should enter the name
“Acme Bond Fund” as the name of the series.
For a series, you must enter a unique name for each of its classes (contracts), i.e., you may not
enter duplicate class (contract) names for classes (contracts) of the same series. Most class names
are letters (e.g., A or B) or names such as “Institutional” or “Retail.” Insurance company separate
accounts must enter unique names for their contracts; if they currently have duplicate names, then
the separate account information should be added to the contract name. Further identifying
information, such as a number indicating the date of the contract’s creation or the Securities Act
file number issued to that contract may also be used.
N-4 and N-6 filers have one “dummy” series which is automatically created when their first class
(contract) is created and has the same name as their company. These funds enter the information
for their contracts, and receive their contract identifiers, at the class level.
Figure 7-21: New Classes (Contracts) on Pre-effective and Post-effective Amendments shows
fields for adding a class to an existing series based on Investment Company Type for Form N-1A
or Form N-3 filers.
Figure 7-22: New Classes (Contracts) on Pre-effective and Post-effective amendments
To add an additional class to an existing series of an investment company of type N-1A or N-3,
click the “Existing Series?” check box and enter the existing Series ID and a new class name.
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7.3.7.4 Mergers
When a registered investment company with series and classes (contracts) is involved in a merger,
the filer must identify merger information. See Rule 313 (c) of Regulation S-T. The filer may be
the primary registrant or could be filing with respect to a subject company. In either case, the filer
must supply series and classes (contracts) information about the acquiring fund and the target
(and their series and classes or contracts, if any, in existence). Figure 7-22: Parties to a Merger on
Series/Classes (Contracts) Information Page shows the fields used to identify the parties to a
merger.
Figure 7-23: Parties to a Merger on Series/Classes (Contracts) Information Page
To enter information for the Acquiring or Target company of a merger, first select its Investment
Company Type to display the appropriate fields. Since series and class (contract) specific
information may not be available at the time of the filing, the filer is required to supply at a
minimum one set of CIKs involved in the merger. To assist the filer, default values based on the
primary registrant or subject company and their role in a merger are pre-filled. You may change
the pre-filled values. The target company must be the primary registrant or co-registrant on
submissions with co-registrants.
For investment companies with series and classes (contracts), enter the Series ID and Class
(Contract) ID involved in the merger. For the target company, using the “All?” check box in front
of the Series ID field indicates that all of the series and classes with a status of Active are included
in the merger. If a series is a target of a merger, use the “All?” Class (Contract) ID box to indicate
all of the classes of the series with a status of Active are included in the merger. Clicking the [Add
Another Series/Class] button for Series ID will display fields to add another target series.
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Clicking the [Delete Series/Class] button will remove the selected set of target series and classes
(contracts). Clicking the [Add] button for Class (Contract) ID will display fields to add another
class to the target series.
Clicking the [Add Another Acquiring/Target] button will display fields to add another merger
specification to the filing. Clicking the [Delete Acquiring/Target] button will remove the selected
set of acquiring series and classes (contracts).
7.3.7.5 Field Definitions for Series and Classes (Contracts) Information Page
Table 7-5: Series and Classes (Contracts) Information Page
Field #
Example of Value
to be Inserted
Field Name
Definition (Limits of Field)
66
Existing
Radio Button
Displays fields to identify Series ID and Class
(Contract) ID included in the filing
67
Adding New
Radio Button
Displays fields to add new series and/or classes
(contracts) to the registration and obtain
identifiers in the filer notification message
68
Merging
Radio Button
Displays fields to identify parties to a merger
including Series ID and Class (Contract) ID if
they exist
69
All? (Series ID)
Check Box
Indicates that a filing is being made on behalf of
all the series with an active status and their
classes with an active status
70
Series ID
S000000999
Investment Company Series Identifier 10
characters (‘S’ and nine numeric)
71
All? (Class
(Contract ID))
Check Box
Indicates that a filing is being made for all classes
with an active status for the associated series
72
Class (Contract)
ID
C000000999
Investment Company Class (Contract) Identifier
(‘C’ and nine numeric)
73
Add
Button
Displays input field for another class (contract)
identifier
74
Series Name
Global Large Cap
Investment Company Series Name (150
characters)
75
Use Company
Name as Series
Name?
Check Box
Indicates that the Company Name will be used as
the Series Name for the first series
76
Class (Contract)
Name
A, B, C, K
Investment Company Class (Contract) Name
(150 characters)
77*
Use Series
Name as Class
(Contract)
Name?
Check Box
Indicates that the Series Name will be used as
the Class (Contract) Name for the first class
(contract)
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Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
78*
Add
Button
Displays input fields for an another class
(contract) name
79*
Add Another
Series/Class
Button
Displays input fields for an another series and
class (contract) name set
no info
blank cell
Delete
Series/Class
Button
Removes input fields for a selected series and
class (contract) name set
80*
Existing Series?
Check Box
Displays Series ID field to add a class (contract)
to an existing series
81*
Investment
Company Type
Pick-list*
Used to select the Investment Company Type for
the Acquiring and Target parties to a merger
82*
CIK
0123456789
Used to supply the CIK for the Acquiring and
Target parties to a merger (10 numeric
characters)
83*
All?
Check Box
Indicates that all the series with a active status
and their classes with an active status are targets
of the merger
84*
All?
Check Box
Indicates that all classes with an active status for
the associated series are targets of the merger
85*
Add Another
Acquiring/Target
Button
Displays input fields for an another series and
class (contract) name set
No info
blank cell
Delete
Acquiring/Target
Button
Removes input fields for a selected acquiring and
target series and class name set
*The values on the Investment Company Type pick-list are:
●
Form N-1A Filer (Mutual Fund)
●
Form N-1 Filer (Open-End Separate Account with No Variable Annuities)
●
Form N-2 Filer (Closed-End Investment Company)
●
Form N-3 Filer (Separate Account Registered as Open-End Management Investment
Company)
●
Form N-4 Filer (Variable Annuity UIT Separate Account)
●
Form N-5 Filer (Small Business Investment Company)
●
Form N-6 Filer (Variable Life UIT Separate Account)
●
Form S-1 or S-3 Filer (Face Amount Certificate Company)
●
Form S-6 Filer (UIT, Non-Insurance Product)
●
Not an Investment Company
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7.3.8
The EDGARLink Online Fee Offset Information Page
Filers can add fee offset information via the Fee Offset Information Page in EDGARLink Online.
You can add multiple fee offsets for each submission. Figure 7-23: Fee Offset Information Page
illustrates the page. Table 7-6: Information Fields Available on the Fee Offset Information Page
contains the values required in each field. Finally, follow the specific directions that are listed
after Table 7-6 to complete the page.
Figure 7-24: Fee Offset Information Page
Table 7-6: Information Fields Available on the Fee Offset Information Page
Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
86
CIK
1234567890
Identifies the filer/registrant who previously paid
the offset amount. Required if there is an offset.
This field allows up to 10 characters.
87
Form Type
Pick List; S-1
Indicates form type in which the offsetting fee
amount was paid. Required if there is an offset
amount. This field allows up to 10 characters.
88
File Number
333-00000000-001
References the file number for the offset filing.
This field allows up to 16 characters.
89
Offset Filing Date
10/15/2000
Indicates filing date of the offsetting payment;
preferred order is month, day, year (i.e.,
mm/dd/yyyy). This field will allow you to either
enter a date or select a date using the calendar
icon.
90
Amount
4000
Indicates an offsetting payment against your
filer’s fee obligation, as provided for in Section
14 of the Exchange Act.
(0 - 99,999,999,999,999.99).
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Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
91
Fee Offset Total
4000
Read-only field containing the sum of Amount
fields for all offset rows entered for the
submission.
92
Add Fee Offset
Line
Button
Displays input fields for an another fee offset
payment
no info blank
cell
Delete Fee Offset
Line
Button
Removes input fields for a selected fee offset
payment
Place the fee offset information on the Fee Offset Information page.
1. From your open submission, click the Fee Offsets tab.
2. The Fee Offset Information page appears, Figure 7-23: Fee Offset Information Page.
3. Enter the Filer/Registrant CIK in the CIK field.
4. Select the form type in the Form Type field.
5. Enter the file number in the File Number field.
6. Enter or select the date of the offset filing in the Offset Filing Date field.
7. Enter the amount of the offsetting in the Amount field.
8. Click or tab out of the Amount field in order to automatically update the Fee Offset
Total field with the sum of each Amount field.
9. If there are additional offsets to be applied, click the [Add Fee Offset Line] button.
You are allowed to enter as many fee offset rows as you would like.
10. If there are offsets to be removed, select the offset by clicking the check box next to
the CIK field and then click the [Delete Fee Offset Line] button.
7.3.9
The EDGARLink Online Offerings & Fees Page
The Offerings & Fees page contains the fee-relevant fields for your submission and simulates the
facing page of the registration statement for normal registration offerings. Calculations for the
estimated filing fees are automatically generated and displayed. EDGARLink Online contains the
latest fee rates from the SEC and automatically inputs this information into the Offerings & Fees
page; see Section 7.2.2, “Viewing the Fee Rate.”
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Figure 7-25: Offerings & Fees Page
7.3.9.1 Entering Offerings & Fees Information
1. If someone other than the Primary CIK is paying the fees, enter that CIK and CCC into
the Payor CIK and Payor CCC fields. EDGARLink Online will validate the Payor CIK
and Payor CCC pair to ensure it is correct.
2. Select the Payment Method, if applicable.
3. Enter the amount paid for this submission in the Fee Paid field.
4. Select the Security Type from the pull down field.
5. Enter:


The number of shares in the Amount Being Registered field.
The maximum price per share in the Proposed Maximum Offering Price per Unit
field. The Proposed Maximum Aggregate Offering Price will compute and
automatically appear.
OR
6. Enter the total offering price in the Proposed Maximum Aggregate Offering Price
field.
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Table 7-7: Fields Available on Offerings & Fees Page
Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
93
Payor CIK
1234567890
CIK of a third-party payor for the fee obligation.
This field allows up to 10 characters.
94
Payor CCC
[email protected]
CCC of a third-party payor for the fee obligation (8
characters, at least one must be @, #, $, or *;
case-sensitive).
95
Payment Method
Radio Button;
FEDWIRE or
LOCKBOX
Indicates how the fee is being paid to us. Values
accepted are: FEDWIRE and LOCKBOX. This
field allows up to 7 characters.
no info
blank cell
Clear
Hyperlink
Allows you to clear any value selected for
Payment Method field.
96
Fee Paid
100.00
Indicates the amount of fee paid with the filing
being submitted (0 - 99,999,999,999,999.99).
97
Type of Payment
Pick List; Pay In
Advance or Pay As
You Go
Applies to the following shelf registration
statements and prospectuses:
Automatic Shelf Registration: F-3ASR, S-3ASR,
and POSASR
Shelf Registration of asset-backed securities:
SF-3, SF-3/A
Prospectus: 424B1, 424B2, 424B3, 424B4,
424B5, 424B7, 424B8, 424H, and 424H/A
Indicates in the offering line whether the filing fees
will be paid in advance or on a pay-as-you-go
basis. If you choose the 'Pay In Advance' payment
type, then a fee is required when filing a shelf
registration statement or prospectus.
98
Security Type
Pick List;
Non-Convertible
Debt
For offering submissions only. Indicates the type
of security being registered, offered, or sold.
Values accepted are: Debt, Non-Convertible Debt,
Debt Convertible into Equity, Equity,
Asset-Backed Securities, Mortgage Backed
Securities, Limited Partnership Interests,
Unallocated (Universal) Shelf, ADRs/ADSs, Face
Amount Securities, Other.
99
Amount Being
Registered
250,000
Number of units being registered
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Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
100
Proposed
Maximum
Offering Price
per Unit
10.0123
Dollar value per unit (0 -99,999,999,999,999.99).
101
Proposed
Maximum
Aggregate
Offering Price
2,500,000.00
Computed product if both optional values for
Proposed Amount Being Registered and
Maximum Offering Price per Unit are provided;
otherwise, total dollar amount of the security.
Even if the value is computed the filer can
override (0 - 99,999,999,999,999.99).
102
Total Offering
2,500,000.00
Computed total of Proposed Maximum Aggregate
Offering Price for all rows provided
(0 - 99,999,999,999,999.99).
103**
Fee Basis
30,000,000
For transactional submissions only. Total amount
for certain submission types (the amount on the
filing fee is based pursuant to Exchange Act Rule
0-11). Refer to Note 1 after this table
(0 - 99,999,999,999,999.99).
104*
Will this filing be
submitted late?
Check Box
Activates the Enter Number of Days Late, Total
Fee, Estimated Interest, and Interest Rate fields.
105*
Enter Number of
Days Late
240
Number of calendar days by which the submission
is overdue; maximum value is 9999.
106*
Itemize
Check Box
Requests itemization of sales entries.
107*
Series/Class
(Contract) ID
S000000002 or
C000000001
Investment Company Series Identifier (‘S’
followed by nine numeric characters) or
Investment Company Class (Contract) Identifier
(‘C’ and nine numeric characters).
108*
Sales Proceeds
1,999,999.00
Proceeds of sales of shares. See Note 2 that
follows this table. (0 - 99,999,999,999,999.99).
109*
Redeemed Value
9,999
Redeemed value of shares.
(0 - 99,999,999,999,999.99).
110*
Net Value
1,990,000.00
Calculated net value of shares (Sales Proceeds –
Redeemed value) (read-only field).
111*
Fee
497.50
Calculated fee based upon the net value of shares
(read-only field).
112*
Fee Rate
.000250 or 2.5%
Current fee rate for Offering, Transactional, Flat,
or Sales Shares Submissions as read from the
Fee Rate Table (read-only field).
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Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
113*
Fee Rate as of
12/21/2000
Effectiveness date of the Fee rate displayed
(read-only field).
114*
Estimated
Interest
2.50
Calculated amount of interest owed due to filing
late (read-only field).
115*
Interest Rate
.0006 or 6%
Current interest rate for late filing as read from the
Fee Rate Table (read-only field).
116*
Total Fee
625.00
For offerings, sales shares, and transactional
submissions: computed product of Total offering
times the fee rate (read-only field).
117
Total Offset from
Fee Offset Page
1250
Value of the Fee Offset Total from the Fee Offset
Information Page (read-only field).
118
Fee due
625.00
Calculated fee due (read-only field).
* Sales shares submission field.
** Transactional submission field.
Notes:
1. When you prepare submission types PREM14A, PREM14C, PRER14A, PRER14C,
SC 13E1, SC 13E1/A, SC 13E3, SC 13E3/A, SC13E4F, SC13E4F/A, SC14D1F,
SC14D1F/A, SC TO-I, SC TO-I/A, SC TO-T, and SC TO-T/A, enter the transactional
amount (i.e., the amount on which the filing fee is based pursuant to Exchange Act
Rule 0-11) in the Fee Basis field. When submitting submission types PREM14A and
PREM14C, use the Fee Basis field in the same manner, unless the filing fee is not
based upon the amount of the transaction because it is for the sole purpose of changing
your address (Exchange Rule Act 0-11(c)(1)(ii) or because the filer is an investment
company). In this case, you should not enter an amount in the Fee Basis field. When
submitting submission types SC 13E3, SC TO-I, SC TO-T, SC13E4F, or SC14D1F a
positive Fee Basis must be provided. For other submission types, the Fee Basis field
can be a positive number or zero only.
2. When you submit an amendment under Rule 24F-2 under the Investment Company
Act of 1940 to report a change in the total offering amount (submission type
24F-2NT/A), you should report only incremental INCREASES in SALE PROCEEDS
or REDEEMED VALUE. These values can only be a positive number or zero. Report
negative values as zero. For 24F-2NT, the value for Sale Proceeds is the value
reported in Form 24F-2, Item 5(i).
3. When you amend a Securities Act registration statement to report a change in the
Offering Amount field, you should report only incremental additions to the offering
amount as the value(s) for the Amount Being Registered and Proposed Maximum
Offering Price per Unit fields or the Proposed Maximum Aggregate Offering Price
field.
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The calculation of fees in EDGARLink Online occurs whenever the value of a fee-related field
changes. The fee related fields are located on the Fee Offset Information page and the Offerings &
Fees page. The filer entered fields used in calculating a fee are the Amount field(s) (Fee Offset
Information page) and the Amount Being Registered, the Proposed Maximum Offering Price per
Unit and the Proposed Maximum Aggregate Offering Price fields, Sale Proceeds and Redeemed
Value or Fee Basis (Offerings & Fees page).
On the Fee Offset Information page, the read-only Fee Offset Total field contains the sum of the
Amount field(s) in each offset row. This value is updated whenever an Amount field value is
changed for one or more fee offsets.
On the Offerings & Fees page the read-only Total Offering field contains the sum of the Proposed
Maximum Aggregate Price field(s) in each Offering row. The Fee Rate and Fee Rate as of Date
fields are read-only fields displaying the latest fee information for Offerings. The Total Fee field
(read-only) is the product of the Total Offering and Fee Rate fields, the sum of the Shares
Information fees or the product of the Fee Basis and Fee Rate fields. The Fee Offset Total field
from Fee Offset Information page (read-only) displays the total offset value. The Fee Due field is
the calculated fee for this submission.
7.3.9.2 Fee and Offering Information Page for Form 24F-2 Submissions
Figure 7-25: Non-Itemized Offerings & Fees Page is only for Form 24F-2 submissions and
amendments. This figure also illustrates when the “Itemize” check box is not checked as is
appropriate for investment companies that do not have series and classes (contracts) or for
investment companies that choose not to compute the fee separately for series and classes
(contracts). When the Investment Company Type field on the Main Page has a value selected for
filers who do not have series or classes (contracts), the “Itemize” check box cannot be selected.
Figure 7-26: Non-Itemized Offerings & Fees Page
To add Sale Proceeds and Redeemed Value fields for each series or class (contract), click the
“Itemize” check box. To add another set of values, click the [Add Another Line] button. To delete
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a set of values, click the [Delete Line] button. Figure 7-26: Itemization of Fee Data by
Series/Class (Contract) shows the “Itemize” check box as selected. When the Filer Investment
Company Type is Form N-1A or Form N-3, a Series/Class (Contract) ID field is displayed. If the
filer indicates that they are a Form N-4 or Form N-6 filer, a Class (Contract) ID field is displayed.
Series IDs or Class (Contract) IDs used in the Itemization section must also be reported on the
Series/Classes (Contracts) Information Page.
Figure 7-27: Itemization of Fee Data by Series/Class (Contract)
Note: Amendments under Rule 24F-2 should be used to report a change in the total offering
amount on Submission type 24F-2NT/A. This means that the filer should report only
incremental CHANGES in Sale Proceeds or Redeemed Value. Values in the submission
can only be positive numbers or zero. If by reporting only the incremental values, the
calculation results in an incorrect incremental net value, then the filer should consult with
the Division of Investment Management before completing this form. For 24F-2NT, the
value for Sale Proceeds is the value reported in Form 24F-2, Item 5(i).
For example if a filer reported $2,000,000 in Sales Proceeds on the original 24F-2NT and
$100,000 in Redeemed Value, then the Net Value would be $1, 900,000. If actual sale proceeds
were $2,300,000, then the filer should enter the difference or $300,000 into the sale proceeds field
for the amendment filing. This would result in an additional fee.
7.3.9.3 Offerings & Fees Page for Transactional Submissions
Figure 7-27: Transactional Submission Offerings & Fees Page is only for transactional
submissions.
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Figure 7-28: Transactional Submission Offerings & Fees Page
7.3.10 Combining Form Types in a Single Submission
7.3.10.1 Multi-Form Type Registration Statements
A registration statement can be made for more than one entity. Sometimes these entities are
required by rule to file different form types. In a few circumstances it is permitted to fulfill both
filing obligations in a single submission on behalf of the multiple registrants, but for the form
types listed below only:
When the submission type is:
Then the Form-Type can only be used to refer to:
S-1
S-1 or S-3
S-3
S-3 or S-1
S-1/A
S-1/A or S-3/A
S-3/A
S-3/A or S-1/A
S-1MEF
S-1MEF or S-3MEF
S-3MEF
S-3MEF or S-1MEF
The submission type is listed in the first column. For each registrant, along with their CCC, you
will also be required to specify the form type that can only be the values listed in the second
column. EDGARLink Online will only permit the correct combinations of the submission types
and form types. An example of an incomplete form type showing the S-1 and S-3 combination is
shown in Figure 7-28: Combination Registration Statement.
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Figure 7-29: Combination Registration Statement
7.3.10.2 Combining Selected Williams Act Filings into a Single Submission
EDGAR can process the following submission type combinations in a single submission only
when the combined filings are paired in any of the specified combinations:
●
SC TO-I and a SC 13D/A or a SC 13E3 or a SC 13E3/A
●
SC TO-I/A and a SC 13D/A or a SC 13E3 or a SC 13E3/A
●
SC TO-T and a SC 13D/A or a SC 13E3 or a SC 13E3/A
●
SC TO-T/A and a SC 13D/A or a SC 13E3 or a SC 13E3/A
In this case the filing can be for a group. Identify only one filer in the Filer field. List the other
members of the group (or the other joint filers) under the Group Members field by name (no CIKs
are necessary). See Figure 7-29: Combination Williams Act Submission.
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Figure 7-30: Combination Williams Act Submission
When you are submitting one of the above combinations, the Submission Type should be SC
TO-I, SC TO-I/A, SC TO-T, or SC TO-T/A. The Type field on the Attached Documents List Page
must match the Submission Type field. See Figure 7-30: Setting the Correct Document Type.
Figure 7-31: Setting the Correct Document Type
When you make a combination filing, EDGARLink Online automatically counts the number of
documents and places the correct submission type names in your submission.
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7.3.10.3 Form 8-K Combined Submissions
Form 8-K and its variants (8-K/A, 8-K12G3, 8-K12G3/A, 8-K15D5, 8-K15D5/A, 8-K12B,
8-K12B /A) are used to report specific reportable events usually within four days of occurrence.
The list of reportable events is specified in Appendix E (Table E-1: Form 8-K Item Numbers for
Reportable Events), which also lists an Item Number to be used for each reportable event. Up to
nine items may be specified on a single EDGARLink Online Form 8-K submission. A Period
field is provided for the applicable report date for all the items specified on a single Form 8-K.
Items with a different report Period must be submitted on separate Form 8-K submissions.
For certain reportable events (Items), the Form 8-K filing may be used to simultaneously satisfy
the filing obligations of Rules 425, 14a-12, 14d-2(b), or 13e-4(c). The EDGARLink Online 8-K
submission has a field, Item Submission Type, which appears after certain 8-K Items (1.01, 1.02,
2.01, 5.01, or 8.01) have been selected, to optionally allow the filer to select another submission
type to simultaneously satisfy a second filing requirement with the single Form 8-K combined
submission. The selectable values for Item Submission Type are: 425, DEFA14A, DFAN14A, SC
TO-C. The Item Submission Type allowed with each Item type is shown in Table 7-8. Allowable
Set of Item Submission Type Values Based on Items Selected. After the second submission type
is selected, if necessary for subject company filings, additional fields will appear on the
EDGARLink Online submission to collect more information for the second submission.
When the subject company is an Investment Company with series and classes (contracts) and the
required submission is a 425, DEFA14A, or DFAN14A, file the submissions separately instead of
using the Form 8-K Combined Submissions.
When the Form 8-K is submitted to EDGAR, if it contains a value for Item Submission Type,
EDGAR will treat it as two submissions. The filer will receive two notification messages, each
with its own unique accession number: one for the 8-K and another one for the second
submission. If an error is detected in either submission, the filer will receive two notification
messages of suspended filings, one for each submission, and neither submission is accepted.
Table 7-8: Allowable Set of Item Submission Type Values Based on Items Selected
September 2015
Items
425
DEFA14A
DFAN14A
SC TO-C
1.01
X
X
X
X
1.02
X
X
X
X
2.01
X
No info blank cell
No info blank cell
No info blank cell
5.01
X
No info blank cell
No info blank cell
X
8.01
X
X
X
X
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7.3.11 Module and Segment Submissions
Once you have created your module or segment document, you are ready to prepare it for
submission to EDGAR. Use the Module/Segment submission (Submission Template 5) that is
available on the EDGARLink Online Submission Type Selection Page of the EDGAR Filing
Website:
1. Log in to EDGAR.
2. Click ‘EDGARLink Online Form Submission’ from the menu. EDGARLink Online
Submission Type Selection Page appears.
3.
Scroll down the page to Template 5. Click either ‘Module’ or ‘Segment’.
4. Open the submission and enter your filer information in the appropriate fields:

Filer CIK

Filer CCC
Figure 7-32: Module/Segment Page
When you are ready to attach your module or segment to the submission:
1. From the Module/Segment Main page, click the Documents tab. The Attached Module
or Attached Segment List page appears.
2. Click the [Add Document] button and the Attachment Selection and Upload window
appears, Figure 7-10: Attachment Selection and Upload Window. Attach the
module(s) or segment(s) one at a time, as described in Section 7.3.4.4, “Attaching a
Document.”
3. Once your module or segment document(s) are attached, enter the module or segment
reference name, a description of the document, and select the type of document you
are attaching. If you want the module or segment validated, select the corresponding
module or segment check box and click the [Doc Validation] button.
4. If you are submitting a segment, you will need to enter the Master Segment CIK in the
Master Seg CIK field.
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Both Type 1 and 2 modules and segments are stored on EDGAR as documents and are
incorporated in your submission when your submission is processed. Where the modules or
segments appear in your submission document depends upon where you reference the module or
segment:
●
Type 1 module or segment is not a complete document and is referenced within a
submission document text.
●
Type 2 module or segment is one complete document and is included in your submission.
7.3.11.1 Testing Module and Segment Submissions
The EDGAR system validates modules/segments at the time you submit them. If a
module/segment contains errors, EDGAR will report those errors to you and/or your filing agent.
Module and segment submissions that contain errors will be suspended and will not be placed in
the non-public storage area.
There are two ways to test your module and segment documents to be sure that all documents will
be accepted by EDGAR. One way is to send in a test module/segment submission. If you activate
the “TEST” radio button on the Main page (Figure 7-31: Module/Segment Main Page), EDGAR
will check the module/segment submission for errors during processing, but will not store it (i.e.,
test modules/segments are not stored for referencing in subsequent submissions). You will receive
via e-mail the results of your submission and, if needed, can make corrections to the module and
segment documents before they are submitted as live.
A much better way to validate your documents is to use EDGARLink Online to make the check
prior to submission. Select the check box for the document you want to validate in the Attach
Segment List Page, and click the [Doc Validation] button. The validation results appear on the
Attached Document List page in the Errors field for each validated document. See Section 7.4,
“Validating Your Submission,” for complete details.
Figure 7-33: Attach Segment List Page
7.3.12 Correspondence Submissions and Documents
You may submit a correspondence document (CORRESP) on the Attached Documents List page,
or as a separate correspondence submission to EDGAR. EDGAR does not immediately
disseminate correspondence documents and submissions to the public, but they do become a part
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of our records. The SEC staff may release all or portions of these documents electronically if they
relate to the staff’s review process. See SEC Press Release 2004-89, “SEC Staff to Publicly
Release Comment Letters and Responses.”
To create a correspondence document, use a word processing application that supports ASCII or
HTML. Attach it to the submission using the Attached Documents List page. You may also
include a PDF copy in a correspondence document.
7.3.13 N-SAR Documents
Open-end and closed-end management investment companies (other than small business
investment companies) that are electronically submitting N-SAR documents should use special
software that we provide. Use the N-SAR for DOS application to compile your N-SAR
documents. Use the N-SAR online submission in EDGARLink Online to submit your N-SAR
submission. We supply EDGAR-compatible N-SAR software to filers along with a supplement to
the EDGAR Filer Manual, Volume III: N-SAR Supplement. Except for small business investment
companies and unit investment trusts, N-SAR filers must use the N-SAR application to create a
Form N-SAR document, called answer.fil. Using EDGARLink Online, attach the answer.fil to
the N-SAR submission to prepare the Form N-SAR submission.
A filer submitting an NSAR-A or NSAR-B for a small business investment company or an
NSAR-U for a unit investment trust cannot use the special N-SAR software. These form types
must prepare a text document that includes the questions that apply from Form N-SAR and their
answers. If you need the Form N-SAR, please contact our Publications department
(202) 551-4040.
When using EDGARLink Online to submit the N-SAR filing, use the Series/Classes (Contracts)
Information Page to identify series and class (contract) identifiers associated with the filing.
7.3.14 Bulk Filing
In EDGARLink Online you can attach multiple submissions (more than 1) in a submission called
Bulk Filing:
1. Log in to EDGAR Filing Website.
2. Click ‘EDGARLink Online Form Submission’.
3. Scroll down to Submission Template 6, Bulk Submission.
4. Click ‘Bulk’. Bulk Submission main page appears.
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Figure 7-34: Bulk Submission Main Page
5. Click the [Add Submission] button. The Attachment Selection and Upload window
appears.
6. Click the [Browse] button. The Choose File window appears.
7. Select the location of the submissions using the Look in: field.
8. Select the submission by clicking on it and clicking the [Open] button.
Repeat steps 7-8 for all the submissions you are attaching.
The files you attached are listed on the Bulk Filing List page. Enter a description for each of the
files listed.
●
You can remove a file by clicking the [Delete Submission] button; see Section 7.3.4.8,
“Removing a Document.”
●
You can move the submissions up or down in the Bulk Filing List page by selecting the
check box next to the File Name field for the submission file you want to move and
clicking the [Move Sub Down] or [Move Sub Up] button; see Section 7.3.4.6,
“Organizing Documents.”
If you have many bulk filings, you may want to use a unique name so you can reuse the blank
Bulk Filing template.
Transmit the Bulk Filing using the ‘Transmit Bulk Filing’ link on the EDGAR Filing Website.
See Section 7.6.3, “Transmitting Bulk Filings.”
7.4
Validating Your Submission
EDGARLink Online validates your submission in three ways:
●
Field Validation
●
Document Validation
●
Submission Validation
After successful validation of your submission, EDGAR should not encounter any errors within
the submission itself. However, EDGAR can validate only information outside the submission
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such as the CIK/CCC combinations, referenced file numbers, or module/segment references after
the filing is transmitted.
7.4.1
Field Validation
In this manual, the term “value” refers to the information that you need to supply. When EDGAR
encounters a field, it determines if you have supplied the required information. In some cases, no
value is required; however, in most cases, values are required.
For EDGAR to process values, you must enter them in a specified format. For example, when the
Submission Contact Phone field is used, the value should contain at least ten digits (e.g.,
123-456-7890). EDGARLink Online automatically converts the Period field to the correct
EDGAR mm-dd-yyyy format.
7.4.1.1 Limits on Length of Field Values
EDGAR is programmed to verify if there are a specified number of characters for each value. This
specified number of characters is the field length. For example:
The CIK field has a field length of up to ten (10) digits, 1234567890.
In EDGARLink Online, the Main page field values will not allow you to exceed the specified
number of characters. In some cases, as in CIK, EDGARLink Online inserts leading zeros before
your inputs if the value is less than the field length.
EDGARLink Online automatically checks the validity of your information when you enter it in
each field. For instance, if you enter your CCC and forget to enter a special character, a “red x”
icon is displayed next to the field name, and a help message appears describing the type of
information that belongs in the field. After you correct the field value, you must click in another
field to make the “red icon” disappear.
7.4.2
Document Validation
When you have entered values in the required and optional fields on the Main, Attached
Documents List, Attached Module or Segment, and Notification Information pages, your
submission will be ready to validate.
EDGARLink Online checks submission documents via the Attached Documents Information
page. Validation ensures that your internal document tags match and that you have entered the
correct values for the tags. Your document is also checked for non-ASCII characters and for
correct line lengths.
Before you transmit your submission, you should validate your documents:
1. Attach your submission document(s) as described above.
2.
Select the check box for each document you want to validate.
3. Click the [Doc Validation] button.
Figure 7-34: Attached Document Validation shows the document specimen.txt and the [Doc
Validation] button.
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Figure 7-35: Attached Document Validation
After you click the [Doc Validation] button, EDGARLink Online will pre-process your
documents using the EDGAR document rules, allowing you to check your documents before they
are processed. If you encounter any errors in your documents, the Errors field on the Attached
Documents List page lists the number of errors in your document. To view the errors, click the
value under the Errors field. The error View window will appear on your screen. The window is
illustrated in Figure 7-35: Document Validation. In this illustration, the document specimen.htm
has been chosen and the document validation window outlines the errors in this document.
7.4.2.1 Correcting Submission Documents
EDGARLink Online allows you to correct your submission documents before you transmit your
submission to EDGAR. When you run the Document Validation, the number of errors is
displayed in the Errors field on the Attached Documents List page. To see a detailed list of
document errors, click the value under the Errors field for the document that contains errors; the
document name appears in the top pane of this window. You can correct your document using the
tool that you used to create your document.
Note: If you are checking N-SAR documents, such as submission types NSAR-A, NSAR-B,
NSAR-AT, NSAR-BT, or an associated amendment, you must return to the N-SAR
software to correct any errors.
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Figure 7-36: Document Validation Window
7.4.3
Submission Validation
After you have completed your submission, attached and validated the individual submission
documents, and referenced any modules or segments, you are ready to validate your submission
in its entirety:
1. From your open submission, click the [Submit] button.
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Figure 7-37: Submission Validation Results Window
EDGARLink Online processes your submission using the same rules that EDGAR does. After
validating your submission, EDGARLink Online displays submission and document errors under
“Submission Errors” in the upper block of the screen. The list of the error messages will be shown
in red under “Submission Errors” and can be viewed regardless of the tab you are on. In addition,
a “red x” icon will be displayed next to the field names to indicate which fields contain invalid
information. You must correct the errors for each field. To see a detailed list of document errors,
click the Documents tab. Select the check box for the document listed under File Name and click
the [Doc Validation] button. When you run the Document Validation, the number of errors is
displayed in the Errors field on the Attached Documents List page. Click the value in the Errors
field for the document that contains errors. Figure 7-36: Submission Validation Results Window
appears. After correcting those errors, you should retransmit your submission.
7.4.4
Editing Your Submission
When you run the validation, the errors you have may be of two kinds: errors in the submission
itself or errors in the submission document(s). For a list of errors, see APPENDIX A, “Messages
Reported By EDGAR.” To correct errors in your submission:
1. Correct any errors listed in the upper block of the screen under the submission Errors
heading by editing the text in the field.
2. Save your submission and validate it again.
If there are errors in your attached document, select the check box for the document listed under
File Name and click the [Doc Validation] button. When you run the Document Validation, the
number of errors is displayed in the Errors field on the Attached Documents List page. You can
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correct your document using the tool that you used to create it, see Section 7.4.2.1, “Correcting
Submission Documents.”
7.4.5
Submission Errors
Errors in your submission might consist of blank required fields or invalid text within fields.
When EDGARLink Online reports your errors, you can open the EDGARLink Online page with
the error, and correct the entry. A list of fields and sample entries is listed in APPENDIX C.
7.4.6
Document Errors
Errors in your document might consist of improper Table tags. To correct any errors in your
document, open your original document (e.g., word processor), correct the errors, save the
document in the appropriate format (ASCII or HTML), and re-attach the document in your
submission. These processes are detailed in Section 7.3.4.6, “Organizing Documents.”
If you are checking N-SAR documents, such as submission types NSAR-A, NSAR-B,
NSAR-AT, NSAR-BT, or an associated amendment, you must return to the N-SAR software to
correct any errors.
7.5
Saving Your Submission
EDGARLink Online lets you save a partially or fully completed online submission on your
computer. The [SAVE] button saves the current submission you have open. If you click the
[SAVE] button your submission fields and attached documents are saved into one file. (Refer to
Section 2.3.3 for details on how to set up the Firefox browser's save/download preferences.)
EDGARLink Online will put an .eis extension by default when you save your submission. You
can name your submission with a description name so that you can refer to your copy as needed.
EDGARLink Online defaults the file name to the name of the submission. Once saved, you will
have the option of retrieving the online submission from the Main page of the same blank
submission using the [RESTORE] button. Please note that any tampering with the saved file may
result in its corruption and render it unusable.
7.6
Transmissions to EDGAR
All the EDGARLink Online submissions discussed in this chapter can be prepared and submitted
to EDGAR using the Internet.
7.6.1
Transmitting Single Submissions
When your submission has been compiled and validated, you can transmit your submission. This
process instructs you how to transmit a LIVE filing:
1. Click the [SUBMIT] button on the open submission. The Confirmation page appears.
2. Click the [Transmit LIVE Submission] button.
Once you click this button, EDGAR will transmit your submission.
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Figure 7-38: Transmit Live Submission Page
The Transmit Single LIVE Submission page appears with a warning stating that any information
contained in the LIVE submission is subject to be disseminated immediately.
Note: If you do not want to transmit a LIVE submission, click the [Cancel] button on the
Confirmation window.
7.6.1.1 Transmission Status
An accession number appears on the Acknowledgment page. This does not mean your submission
has been accepted. It means your submission has been transmitted. You can find out the status of
your submission one of two ways:
●
Through e-mail
●
By performing a Submission query on the EDGAR Filing Website. For more information
on Submission queries, see Section 11.5, “Submission Information.”
7.6.2
Transmitting Modules and Segments
Transmitting modules and segments to EDGAR uses the same process as transmitting
submissions. This procedure assumes that you have created your Type 1 or Type 2 module or
segment document and compiled it using the Module/Segment submission. If you need further
assistance please contact our Filer Support Staff at (202) 551-8900.
7.6.3
Transmitting Bulk Filings
After you have created a Bulk Filing, see Section 7.3.14, “Bulk Filing.” You can transmit the bulk
filing via the EDGAR Filing Website.
1. Click the LIVE or TEST radio button on the Bulk Submission page.
2. Click the [Submit] button. The Confirmation page appears.
3. Click the [Transmit LIVE Submission or Transmit TEST Submission] button.
Once you click this button, EDGAR will transmit your submission.
The Transmit Bulk LIVE Submission page appears with a warning announcing that any
information contained in a live submission is subject to be disseminated immediately.
Note: If you do not want to transmit a live submission, click the [Cancel] button on the
Confirmation window.
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7.6.4
Test Submissions
Test submissions allow you to transmit a submission in a test mode. The filing will be processed
in a similar manner as live filings EXCEPT:
●
It will not be disseminated
●
Modules and segments will not be stored
●
Some items may not be checked
●
Login-CIK filers may access a requested Return Copy
●
There are no fees; however, EDGAR warns you if you have insufficient funds in your
account
You can designate test filings, single or bulk, in the following ways:
●
Activate the “TEST” radio button on the Main page of your submission before
transmitting your submission
●
Transmit a bulk filing, as a test filing, by clicking the [TRANSMIT TEST] button.
7.7
Disseminating Draft Submissions
Filers can disseminate previously accepted draft registration statements and draft offering
statements that are yet to be disseminated to the public.
7.7.1
Disseminating Draft Registration Statements
The Disseminate Draft Registration Statement page is shown below (Figure 7-38) and it lists the
DRS and DRS/A submissions that are available for dissemination for the filer entered CIK. You
can use the Accession numbers displayed on this page to help you identify a previously submitted
DRS or DRS/A submission. These draft registration statements can be disseminated to the public
using the [Disseminate] button. Once a draft registration statement is disseminated, the company
information is also made public for the companies who created their access codes to submit draft
registrations.
Figure 7-39: Disseminate Draft Registration Statement
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Follow the steps given to disseminate a draft registration statement to the public:
1. Click the ‘Draft Reg. Statement’ link on the EDGAR menu.
The Draft Registration Statements page displays.
2. Click the ‘Disseminate Draft Registration Statement’ link on the Draft Registration
Statements page.
The Disseminate Draft Reg. Statement page displays.
3. Enter your CIK in the CIK field.
4. Enter your CCC in the CCC field.
5. Click [Continue].
The Disseminate Draft Registration Statement page displays a list of previously
accepted draft registration statements and amendments for the CIK entered by the
filer, which are yet to be disseminated. The page also displays the Accession Number,
File Number, and the Received Date for each draft registration statement or
amendment.
6. Select the check box corresponding to the DRS or DRS/A submission that you want to
disseminate and click [Disseminate].
A Warning/Confirmation page prompts you for confirmation.
7. Click [Disseminate] to disseminate the selected DRS or DRS/A submission. EDGAR
disseminates the primary official document (in HTML or ASCII format) along with
any Exhibits or graphic files. Note that EU-1 and COVER documents will not be
disseminated for DRS or DRS/A submission.
8. If you do not want to disseminate the draft registration statement, click [Cancel] to
return to the Disseminate Draft Registration Statement page.
7.7.2
Disseminating Draft Offering Statements
The Disseminate Draft Offering Statement page is shown below (Figure 7-39) and it lists the DOS
and DOS/A submissions that are available for dissemination for the filer entered CIK.
Figure 7-40: Disseminate Draft Offering Statement
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Follow these steps to disseminate a draft offering statement to the public:
1. Click the ‘Draft Offering Statement’ link on the EDGAR menu to access the File
Regulation A Forms page. Alternatively, you can click the ‘Regulation A’ link on the
EDGAR menu or the ‘REG A’ link on the EDGARLink Online Submission Type
Selection page to access the File Regulation A Forms page.
2. Click the ‘Disseminate Draft Offering Statement’ link to access the Disseminate Draft
Offering Statement page.
3. Enter the CIK and CCC in the appropriate fields and click [Continue].
The Disseminate Draft Offering Statement page displays a list of previously accepted
draft offering statements and amendments for the CIK entered by the filer, which are
yet to be disseminated. The page also displays the Accession Number, File Number,
and the Received Date for each draft offering statement or amendment.
4. Select the check box corresponding to the DOS or DOS/A submission that you want to
disseminate and click [Disseminate]. You may select more than one submission at a
time.
A Warning/Confirmation page prompts you for confirmation.
5. Click [Disseminate] on the Warning/Confirmation page to confirm and disseminate
the selected DOS and DOS/A submissions. If you do not want to disseminate the draft
offering statement, click [Cancel] to return to the Disseminate Draft Offering
Statement page.
6. Click the [Exit] button to return to the File Regulation A Forms page.
7.8
EDGAR Filing Website Help
When you are on the EDGAR Filing Website and are using the Internet, there are links that
provide assistance:
●
General Help
●
SEC Rulemaking
●
Fee Information
●
Company Search
7.8.1
EDGARLink Online Help
When you are using EDGARLink Online, there are two types of help available:
●
Field-Level Help
●
EDGAR Help
Both of these assist you in creating a submission.
Help text will be available for most fields by placing your mouse over the field labels.You can
access EDGAR Help by clicking the [HELP] button in EDGARLink Online. This will display
filer manual volumes in a new browser window.
7.9
Common Problems
Problem
Description
Incorrect
security codes
Be careful when you enter security codes such as the CCC. It is important
that we ensure that others do not file for you. We will suspend filings from
any filer using an incorrect code.
Incorrect file
numbers
If you are required to specify a file number with your filing, EDGAR will
check that the file number is assigned to you. If it is not, your filing may
either be suspended or blocked. In other cases, your reporting file number
must be appropriate for the filing you submit. These are all values that you
can validate.
Incorrect filer
data
Some of the data you maintain about your company on our system is used in
validating your filings. For example, if you are an individual filer, we do not
expect you to submit registration statements. Training agents cannot submit
live filings, etc.
Incorrect Dates
EDGAR performs a number of validations on dates. For example, if a filing
requires you indicate a period date, then a future date may not be accepted.
These types of errors can easily be avoided by validating your filing.
Missing information: Filers who do not validate their filings may omit an
essential element of information. If essential data elements are missing, the
filing will be suspended.
Duplicate filing
If the form type can only be submitted a single time for the same period, the
second filing may be suspended.
Incorrect IRS
Number
If you are required to submit an IRS number with a filing, your filing may be
suspended if it does not match the IRS number of record on our database.
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8.
PREPARING AND TRANSMITTING EDGARLITE SUBMISSIONS
8.1
Purpose
EDGARLite is an application that uses “intelligent” forms to aid in the construction of filings to
be submitted to EDGAR. Each EDGARLite form template is designed to provide the filer with
prompts (to enter items of information) that alter according to answers that the filer has previously
provided to questions. The tool driving EDGARLite is a Commercial Off The Shelf (COTS)
application called Microsoft InfoPath (MS InfoPath) that generates output encoded in Extensible
Markup Language (XML). The single package containing both the MS InfoPath and form
templates is what is called EDGARLite. The remainder of this chapter is intended to help you
understand how to install EDGARLite and to provide you with general usage instructions.
8.2
What is Microsoft InfoPath
MS InfoPath is an application used to develop dynamic forms that can then be used to gather
information for dissemination. MS InfoPath uses templates to gather information and convert it
into XML in conformance with an XML schema so that information can be reused and shared
throughout an organization. All InfoPath templates have an.xsn extension; all InfoPath form
content is saved with an.xml extension.
8.2.1
Minimum InfoPath Requirements
EDGARLite uses extended features in InfoPath that are only available in Microsoft InfoPath 2003
or later. You must have MS InfoPath installed with the appropriate service packs in order to use
EDGARLite. For other PC hardware and software requirements refer to the appropriate Microsoft
InfoPath software specifications. The following table provides additional information on the
minimum specifications and requirements for InfoPath 2003 and 2007 when using EDGARLite.
For additional information on installing and using InfoPath, go to www.microsoft.com or consult
your administrator.
Table 8-1: Microsoft InfoPath Specifications
MS InfoPath 2003
MS InfoPath 2007
Microsoft Office InfoPath 2003 minimally runs on the
following operating systems:
Microsoft Office InfoPath 2007 runs on the
following operating systems:
a. Windows 2000 SP3
a. Microsoft Windows XP with SP 2
b. Windows Server 2003
b. Windows Server 2003 with SP 1
c. Windows XP
Note: The version of InfoPath 2003 that EDGAR
used for EDGARLite is not the minimal version.
It requires installation of one of the following:
a. Office 2003 SP1 on the Windows 2003 OS (which
would cover the InfoPath 2003 updates) OR
b. Office InfoPath 2003 SP1 on the InfoPath 2003
application
* For additional information go to www.microsoft.com or consult your administrator.
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EDGARLite uses extended features in InfoPath that are only available in Microsoft InfoPath
Service Pack 1. You must have MS InfoPath Service Pack 1 or later installed in order to use
EDGARLite. For other PC hardware and software requirements refer to the Microsoft InfoPath
software specifications.
8.2.2
Getting Help with Installation
For support regarding installation and use of Microsoft products please contact Microsoft support
or your company’s computer support group.
For general filing and technical information or help regarding form download or content, see
Section 2.3.5, “Getting Help with EDGAR.”
8.3
Downloading and Installing Templates
The EDGARLite form templates will be available on the OnlineForms/XML Website. You
should start by going to the website and downloading your desired form package. Form packages
include the form template, README.txt, and samples (if any) and will install to individual
directories for each form on your hard drive. To access any of the EDGAR OnlineForms/XML
Website functions, you will need to log in to EDGAR OnlineForms/XML Website:
1. Connect to the Internet.
2. Go to the EDGAR OnlineForms/XML Website Login page.
3. The OnlineForms/XML Website Login page will appear.
Figure 8-1: Online Forms/XML Management Login Page
4. Click in the CIK field and enter your CIK.
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5. Press [Tab] and enter your password. This is your login password, not your CCC,
PMAC, or Passphrase. Your password is case-sensitive. See the Notes at the end of
this section for more information about passwords.
6. Click the [Login to EDGAR] button. See the Notes at the end of this section for more
information about possible login errors.
7. The Welcome page will appear.
Figure 8-2: The EDGAR Online Forms/XML Website Welcome Page (Top)
Notes:
●
If you mistype your password, EDGAR considers it an invalid password and access to
EDGAR is denied.
●
If you accidentally mistype the CIK or password, you can press the [Back] button to return
to the Login page, and try again.
●
If your CIK and password do not match those saved in the database, you will see an
Invalid Login page. If you find you are getting the Invalid Login page and your CIK and
password are entered correctly, please contact Filer Support.
●
Additional error messages you may see are Password Login Expiration messages. There
are two different types of messages: Login Password to Expire Soon or Login Password
Expired. If your password expires soon or if your password has expired within the last 10
days, EDGAR allows you to create a new password using your PMAC. For more details,
please refer to Volume I of this manual. If you have a passphrase, you can get a new set of
EDGAR access codes (including a password) using the EDGAR Filer Management
Website – even if your password has been expired for more than 10 days. If you need
assistance, contact our Filer Support Staff at (202) 551-8900 for help.
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●
The passphrase is a security code that is used to generate EDGAR access codes. (See
Volume I of this manual for more information regarding passphrases.) You must define a
passphrase before you can access any of the EDGAR capabilities.
From the OnlineForms/XML Website follow these steps to download and install form templates:
1. Click on ‘EDGARLite Submission Templates’ and select the link for the desired form.
Figure 8-3: EDGARLite Submission Templates
2. The browser will present a download dialog box asking if you would like to run or
save the file. (Refer to Section 2.3.3 for details on how to set up the Firefox browser's
save/download preferences.) Click on the RUN button (or OPEN depending on your
browser). The form package will be downloaded to a temporary directory and
installation begins.
3. Follow the directions to install the form template. The installer will copy the form
template, README.txt, and samples (if any) to a directory under C:\SEC\ (For
example, Form TA-1 will be installed at C:\SEC\Form TA-1\).
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Figure 8-4: Form Template Installation Example
Once the form is downloaded and installed, you can begin to fill out the form by running
Microsoft InfoPath and opening the installed form.
8.4
Preparing your EDGARLite Submission
All of the forms created for EDGARLite use the same conventions. The forms are easy to use and
limit the responses that you can give so that you do not make unintentional mistakes. Please Note:
EDGARLite forms do not support the use of modules or segments. Document attachments must
conform to the existing rules with regard to file format and numbers. Some EDGARLite forms
may further restrict the document types and formats based on specific rule making with regard to
those forms.
Often reading the instructions for the form will help you understand what each element on the
form requires. There is a hyperlink on the form to the instructions on the SEC’s Public Website.
Figure 8-5: EDGARLite Form Template, Top shows the link in the top right corner of the form.
As with many Microsoft based tools, help is available on a field-by-field basis by running the
cursor over the field. A balloon shaped text box will appear, and when selected will give you
more detailed instructions for the specific field.
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Figure 8-5: EDGARLite Form Template, Top
On the form, the fields that are required are marked with a red asterisk or a red dashed border.
You can save partially filled forms periodically, but you will be warned when the required fields
are not filled in.
Figure 8-6: Incomplete Form Error Message shows the error message you will receive when you
attempt to save a form that is incomplete. Sending in a partially filled form will cause your filing
to be suspended. It is always wise to save the form a final time before you submit it so that you
can confirm that you have completed all of the required fields.
Figure 8-6: Incomplete Form Error Message
After choosing to save the form content, there are also many validation checks on your data.
When the data is found to be incorrect, the fields that need to be corrected will be outlined with a
dashed red line. See the Contact E-mail Address field in Figure 8-7: Invalid Data Field for an
example of an invalid data field. To assist you in determining the error, you can view help for the
field by running your cursor over the field. Right click on the field to review the error message.
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Figure 8-7: Invalid Data Field
The forms make use of radio buttons when a choice must be made between a few options. In some
cases, a default button will be pre-selected. If you do not select another radio button in these
cases, then the default response will be used when you send in your form. Carefully review each
radio button selection even if there is a default. See the Live/Test Filing field in Figure 8-5:
EDGARLite Form Template, Top for an example of a radio button.
Pull down pick list selections are also available to help you choose from a number of options. One
common use is to help you select the type of file attachment. Much like the illustrations of radio
buttons, there may be a default selection for a pull down pick list. If there is a default, it will be
highlighted; if there is no default response, then all selections will appear without a highlight. If
the field is required, then you must choose one of the pick list selections. See Figure 8-8: Pull
Down Pick List for an example of a required field with no default.
Figure 8-8: Pull Down Pick List
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Sometimes there are questions that can have more than one answer. A typical question for which
you might want to select more than one response is for the notification e-mail address. You may
provide up to 30 e-mail addresses to be notified of your filing.
Figure 8-9: Notification E-mail Address Field illustrates the form with only one field for the
notification e-mail.
Figure 8-9: Notification E-mail Address Field
To enable you to provide more than one e-mail address, select the “Insert Another E-mail
Address” option located below the Notification E-mail Address Field. In Figure 8-10: Add
Another E-mail Address Field, the user has clicked on the link to “Add Another E-mail Address”
three times and there are now four fields available for the e-mail address.
Figure 8-10: Add Another E-mail Address Field
If you have added too many Notification E-mail Address fields, you can remove them from the
form. First “select” the field you want to remove by moving the cursor over it, then click on the
pull down to the left of the field and choose Remove or Cut as shown in Figure 8-11: Remove
Additional E-mail Notification Field.
Figure 8-11: Remove Additional E-mail Notification Field
Another feature of the new EDGARLite forms is that only those questions that you are required to
answer will be shown as you fill in the form. This “intelligent” type of form should further
prevent you from making possible mistakes. The items on the form are numbered based on the
paper form. As a result you may not see all of the numbered questions as you fill in the form. This
is to be expected, so you may proceed and answer the questions as they are presented.
Figure 8-12: Question Not Displayed and Figure 8-13: Question Displayed, illustrate this feature.
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In Figure 8-12, question 2(b) is not presented to the user since they responded “None” to question
2(a).
Figure 8-12: Question Not Displayed
A filer who is required to answer question 2(b) would have answered either “All” or “Some” to
question 2(a) by selecting the corresponding radio button.
Figure 8-13 shows how the form has expanded to show question 2(b) based on one of those
responses.
Figure 8-13: Question Displayed
Some EDGARLite forms (such as TA-1, TA-2, and TA-W) provide a feature to print blank
versions of the form. Blank printed forms can be used to collect data and prepare for data entry.
To print a blank version of the current form follow these instructions:
1. Open the form in InfoPath. The desired form is displayed and “check to show blank
form for printing” is not checked. (See Figure 8-14: Blank Form Not Checked).
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Figure 8-14: Blank Form Not Checked
2. Click on the “Check to show blank form for printing” check box. The “Check to show
blank form for printing” check box is selected and all conditional fields and sections
are displayed and blank. (See Figure 8-15: Blank Form Checked).
Figure 8-15: Blank Form Checked
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3. Select “File” and “Print” from the InfoPath pull down menu. A printer selection dialog
will display.
4. Select your printer and printing options and click on the OK button. Blank form will
print.
5. Click on the “check to show blank form for printing” check box. The “check to show
blank form for printing” check box is no longer selected and all conditional fields and
sections that are not applicable are no longer displayed. Any data entered before
“check to show blank form for printing” was selected are restored.
As with other EDGAR filings, you can attach additional files to the EDGARLite form. These files
must follow all of the rules for EDGAR filing attachments that are discussed in other sections of
this document. To attach a file, click on the link that says, ‘Click here to attach a file’. The
standard Windows box will appear to let your choose the file you want to attach. Click on the
folders until you locate the file that needs to be attached to the filing. See Figure 8-16: Attach
Additional Files. The maximum size of all Transfer Agent Registration submissions, including all
attached documents, must not exceed 200 MB. Be careful that the attachments conform to the
EDGAR specifications; attaching files that do not meet the standards can cause your filing to be
suspended.
Figure 8-16: Attach Additional Files
EDGARLite submissions may include a maximum of 610 documents in the following
combinations:
●
Up to 10 cover letters (document type “COVER”)
●
Up to 100 correspondence documents (document type “CORRESP”)
●
Up to 500 exhibits/graphics files (document type “GRAPHIC”)**
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** For appropriate labels for exhibits, please see Appendix C, EDGAR Submission
Templates and/or in accordance with rule or form requirements.
Once you have attached a file, you will be able to see the name of the attached file, the type of file
and the size of the file. See Figure 8-17: Attached File List.
Figure 8-17: Attached File List
If you are familiar with the specifications of the file you intend to send, this should help you avoid
mistakes in attaching the wrong file format or the wrong file. (An obvious error would be if the
file was 0 bytes in size.) For each attached file you will be required to provide a file name to be
used by EDGAR. This file name can be different than the actual file number and needs to follow
the EDGAR file naming standards in Section 5.1.1 File Naming Standards. You will also be
required to select the type of attachment such as COVER or CORRESP. You can optionally
provide some additional description information to further qualify the document type (see
Appendix E.4, Submission and/or Document Types for more information).
8.4.1
Retrieving a Partially Completed Filing
Since you may be accumulating information over a number of days to complete your form, you
can save a filing a number of times before you submit it. Save your filing using the Save or Save
As command from the File pull down menu on the Microsoft InfoPath tool bar. Your file will be
saved with a .xml extension. If you want to add data or otherwise edit your filing, open the saved
file in Microsoft InfoPath – the form will be displayed with your saved data included.
8.5
Saving and Printing Your Filing
EDGARLite is intended to allow offline completion of forms over as many sessions as necessary
to provide all information. Thus, work can be saved in progress with errors or incomplete data.
(Refer to Section 2.3.3 for details on how to set up the Firefox browser's save/download
preferences.)
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The form will alert you of any outstanding errors when saving. Select YES when prompted to
save a form containing errors for later retrieval and completion. All errors should be resolved
before saving for submission.
Completed or in-progress forms can be printed at any time from the InfoPath “File” - “Print” pull
down menu to print out the form and all entered data. The printed form will contain no data if
“show blank form for printing” is selected.
You should always save the original copy of the form so you can use it for another filing if
necessary. However, before reusing a saved form, check on the EDGAR OnlineForms/XML
Website to ensure that the version of the EDGARLite template you have downloaded is the most
up-to-date. If a newer version of the form template has been released follow the steps in
Section 8.3 to download and install the updated form template. As you fill in the form, save the
filing under a unique name.
8.6
Transmitting XML Submissions
If you prepare filings using EDGARLite you can send them to the SEC using the EDGAR
OnlineForms/XML Website. (Please note that EDGARLite forms can neither be transmitted via
the EDGAR Filing Website nor can they include modules or segments.) We recommend that you
use Internet Explorer version 8.0 and supporting 128-bit cipher strength.
You can then transmit your XML Submission using the EDGAR OnlineForms/XML Website by:
1. Logging into the EDGAR OnlineForms/XML Website.
2. Click on ‘Transmit XML Submission’ in the menu bar.
3. The Transmit XML Submission page appears and asks you to specify whether to
transmit the XML submission as a test submission or as a live submission.
Note: If you are not ready to make a live submission, choose “test” submission. If you
make a “LIVE” submission, we will automatically disseminate the public
portions of your submission(s). Please use caution when transmitting live
submissions to EDGAR. Also, the maximum size of your submission must not
exceed 200 MB.
Figure 8-18: Transmit XML Submission Page
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8.6.1
Transmit XML as a Test Submission
We allow you to transmit the submission as a test submission to verify that your XML is correct.
EDGAR treats all submissions transmitted this way as “test” and they will not be disseminated.
Once you have logged into EDGAR OnlineForms/XML Website and accessed the Transmit XML
Submission page, you can transmit your XML Submission as a test submission:
1. Click on ‘Transmit as a Test Submission’.
2. The Transmit Test Submission page appears.
Figure 8-19: Transmit Test Submission Page
3. Click on the [Browse...] button. The Choose File window appears.
4. Open the location of your submission in the Look In: field.
Figure 8-20: Transmit Test Submission File Upload Window
Note: If your XML submission does not appear immediately, change the Files of Type
to All Files (*.*).
5. Click on your XML submission.
6. Click on the [Open] button.
The Submission File Name field fills with the location and name of your submission. When you
are ready to transmit a test filing:
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7. Click on the [Transmit TEST Submission] button. Once you click this button, EDGAR
will transmit your submission.
8.6.2
Transmit XML as a Live Submission
Once you have logged into EDGAR OnlineForms/XML Website and accessed the Transmit XML
Submission page, you can transmit your XML Submission as a live submission by:
1. Click on ‘Transmit as a Live Submission’.
2. The Transmit Live Submission page appears.
Figure 8-21: Transmit Live Submission Page
3. Click on the [Browse…] button. The Choose File window appears.
4. Open the location of your submission in the Look In: field.
Figure 8-22: Transmit Live Submission File Upload Window
Note: If your XML submission does not appear immediately, change the Files of Type
to All Files (*.*).
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5. Click on your XML submission.
6. Click on the [Open] button.
The Submission File Name field fills with the location and name of your submission. When you
are ready to transmit a live filing:
7. Click on the [Transmit LIVE Submission] button.
8. Once you click this button, EDGAR will process your submission.
8.6.3
Transmission Status
OnlineForms has a transmitting indicator that appears in the bottom pane of your browser
window. While your submission is being transmitted to EDGAR, the words “Transmitting Files”
scrolls from right to left. The scrolling text stops and the Transmit Submission Results page
appears when the transmission is complete.
An accession number appears on the Transmit Submission Results page.
Note: This does not mean your submission has been accepted. It means your submission has
been transmitted. You can find the status of your submission in one of two ways:
(1) Through e-mail
(2) By performing a Submission query on the EDGAR OnlineForms/XML Website. For
more details please refer to Section 11.5, Submission Information.
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9.
PREPARING AND TRANSMITTING ONLINE SUBMISSIONS
This chapter discusses the process of preparing and transmitting online submissions to the
EDGAR system. This is done using two separate EDGAR websites:
1. EDGAR OnlineForms/XML Website: This website is used for preparing your
submission of ownership reports (Forms 3, 3/A, 4, 4/A, 5, and 5/A) and Forms D and
D/A.
2. EDGAR Filing Website: This website is used for preparing and submitting the
following forms:

EDGARLink Online Forms

Regulation A Forms

Form 13H variants (13H, 13H-A, 13H-Q, 13H-I, 13H-T, and 13H-R)

Form 13F variants (13F-HR, 13F-HR/A, 13F-NT, and 13F-NT/A)

Form SDR variants (SDR, SDR/A, SDR-A, and SDR-W)

Municipal Advisor Forms (MA, MA-A, MA/A, MA-I, MA-I/A, and MA-W)
The following sections provide detailed information on the use of these websites for filing online
submissions.
9.1
EDGAR OnlineForms/XML Website – Online Filing Preparation
It is easy to create and submit your filings through the EDGAR OnlineForms/XML Website.
Submission form types 3, 3/A, 4, 4/A, 5, 5/A, D, and D/A are available for online preparation.
The EDGAR OnlineForms/XML Website software uses filer-provided information to prepare an
XML tagged primary document that can be verified and printed by the filer and then transmitted
to EDGAR for processing. Once EDGAR has accepted the submission it will disseminate the
header in tagged SGML and the primary document in tagged XML.
Note: Ownership Forms Only: You may create and submit only one form submission at a time.
If you are filing on behalf of a company's officers and directors you must create a separate
form for EACH officer and director.
9.1.1
OnlineForms Data Gathering Model
Online submissions follow a basic model, with some distinctions dependent upon the submission
form type being filed.
9.1.1.1 Data Gathering Common to Ownership and Form D
In support of both the filing of ownership reports and Form D, the EDGAR OnlineForms/XML
Website will:
●
Allow you to choose the type of submission to prepare, (i.e., File Ownership Forms or File
Form D)
●
Allow you to provide general submission information (i.e., contact name, phone number,
E-Mail address)
●
Allow you to provide additional E-Mail addresses to receive Filer Notification messages
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●
Allow you to provide all of the necessary information required by the SEC rules on an
appropriate data gathering form
●
Allow you to provide your signature and signature date
●
Allow you to verify the information on the form
●
Allow you to review and confirm your information in the context of the form you are
filing and then print the submission for your records
●
Allow you to transmit the reviewed submission to EDGAR for processing
The following are important notes to consider when preparing a submission using the EDGAR
OnlineForms/XML Website:
●
There is no capability to save work in progress so it is important for you to have all of the
information necessary to complete the form before you begin to assemble your submission
online.
●
You can exit the window at any time to discard your work in progress and start over.
●
All filings that you prepare and submit online are considered to be live EDGAR
submissions; once you transmit an online prepared submission it will be automatically
processed by EDGAR and, if accepted by EDGAR, immediately disseminated to the
public.
●
The maximum size of your submission must not exceed 200 MB.
9.1.1.2 Ownership
In support of filing ownership reports in particular, the EDGAR OnlineForms/XML Website will:
●
Allow you to select the specific ownership form type that you want to assemble and
submit to the SEC, (Forms 3, 3/A, 4, 4/A, 5, and 5/A).
●
Allow you to request for Return Copy information
●
Allow you to edit reporting owner address on the form where necessary.
●
Allow you to upload attachments (i.e., cover letters, exhibits, or correspondence)
9.1.1.3 Form D
In support of filing Form D in particular, the EDGAR OnlineForms/XML Website will:
●
Allow you to submit a new Form D filing, a new Form D filing using previous
electronically filed Form D data or an amendment to a previous Form D filing.
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9.1.2
Navigating EDGAR – Logging into EDGAR OnlineForms/XML Website
To access any of the EDGAR OnlineForms/XML Website functions, you will need to log in to
EDGAR OnlineForms/XML Website:
1. Connect to the Internet.
2. Go to the EDGAR OnlineForms/XML Website Login page.
3. Click in the CIK field and enter your CIK.
4. Press [Tab] and enter your password.
This is your login password, not your CCC, PMAC, or Passphrase. Your password is
case-sensitive. See the Notes at the end of this section for more information about
passwords.
5. Click the [Login to EDGAR] button.
See the Notes at the end of this section for more information about possible login
errors.
6. The Create Passphrase page appears if your CIK and password are valid and you do
not have a passphrase. If your CIK and password are valid and you have a passphrase,
the Welcome page appears.
Figure 9-1: The EDGAR Create Passphrase Page
To define a passphrase, type it in the data entry fields provided. (The passphrase will not
be revealed as you type.) The passphrase is an important security code; typing it twice
ensures that no typographical errors occur during entry.
Enter your existing PMAC (doing so verifies that you have the right to define a
passphrase). If you have forgotten your PMAC, contact our Filer Support Staff at
(202) 551-8900 for help.
Click the [Create Passphrase] button. If your new passphrase is in the correct format (it
must be in the same format as the PMAC) and the PMAC is valid for the CIK, the Create
Passphrase Results page is displayed (you will be informed of any errors in the data
entered and will be required to fix it before you can proceed).
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Figure 9-2: The EDGAR Create Passphrase Results Page
Click the [Continue to EDGAR Welcome] button. The Welcome page appears.
Figure 9-3: The EDGAR OnlineForms/XML Website Welcome Page (Top)
Notes:
(1) If you mistype your password, EDGAR considers it an invalid password and access
to EDGAR is denied.
(2) If you accidentally mistype the CIK or password, you can press the [Back] button to
return to the Login page, and try again.
(3) If your CIK and password do not match those saved in the database, you will see an
Invalid Login page. If you find you are getting the Invalid Login page and your CIK
and password are entered correctly, please contact Filer Support.
(4) Additional error messages you may see are Password Login Expiration messages.
There are two different types of messages: Login Password to Expire Soon or Login
Password Expired. If your password expires soon or if your password has expired
within the last 10 days, EDGAR allows you to create a new password using your
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PMAC. For more details, please refer to Volume I of this manual. If you have a
passphrase, you can get a new set of EDGAR access codes (including a password)
using the EDGAR Filer Management Website – even if your password has been
expired for more than 10 days. If you need assistance, contact our Filer Support Staff
at (202) 551-8900 for help.
(5) The passphrase is a security code that is used to generate EDGAR access codes (See
Volume I of this manual for more information regarding passphrases.) You must
define a passphrase before you can access any of the EDGAR capabilities.
9.1.3
EDGAR OnlineForms/XML Menu Options
Once you log in to the OnlineForms Website, a menu of options appears on the left-hand side of
the browser window. This menu allows you to navigate easily without having to return to a menu
page.
●
Information Exchange
●
Downloads
●
Support
Figure 9-4: EDGAR Menu
Two additional functions will help you use the EDGAR OnlineForms/XML Website. The
[Logoff] button ends your EDGAR session. Clicking ‘Home’ brings you to the EDGAR
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OnlineForms/XML Website Welcome page. From this menu you can move back and forth
between pages, find news, download software or template updates, or get additional assistance.
9.1.3.1 Information Exchange
In the Information Exchange section, there are four main action options:
●
●
Make a Filing
o
File Ownership Forms
o
File Form D
o
Transmit XML Submission
Retrieve/Edit Data
By clicking the ‘File Ownership Forms’ link, you can prepare, assemble, validate, and transmit
online ownership submissions to EDGAR for processing. For more details, please refer to
Section 9.1.4, “Creating an Online Section 16 Ownership Submission.”
By clicking the ‘File Form D’ link, filers can create, validate and submit Form D filings using the
OnlineForms Website. Once submitted, these Form D filings are processed by EDGAR. For more
details, please refer to Section 9.1.5, “File Form D Submission.”
By clicking the ‘Transmit XML Submission’ link, you can transmit any filer-constructed
submissions to EDGAR for processing. For more details, please refer to Section 10.1,
“Filer-Constructed XML Technical Specifications.”
By clicking the ‘Retrieve/Edit Data’ link, you can update company information maintained in
EDGAR (e.g., address, contact information, e-mail address), query company or filing
information, retrieve your Return Copies or change your password or CCC. For more details,
please refer to Section 7.1.1.1, “Information Exchange.”
9.1.3.2 Downloads
This allows you to download the EDGARLite Submission Templates.
9.1.3.3 Support
In the Support section there are four links:
●
General Help
●
Frequently Asked Questions
●
SEC Rule Making
●
Company Search
9.1.3.3.1
General Web Help
If you need help while using the EDGAR OnlineForms/XML Website on the Internet, click
‘General Help’ from the menu to bring up the General Support Menu page that displays a list of
help topics. When you click a topic, you are shown information or additional links to specify the
type of assistance you need.
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Figure 9-5: General Help Page
9.1.3.3.2
Frequently Asked Questions
Click the ‘Frequently Asked Questions’ link to open the EDGAR OnlineForms/XML Website
Frequently Asked Questions (FAQ) page. The FAQ page includes different questions that have
been asked most often. You may find the answers helpful while using the EDGAR
OnlineForms/XML Website. Click the hyperlink topic to display the answer in the lower portion
of the window.
9.1.3.3.3
SEC Rule Making
Click the ‘SEC Rule Making’ link to go to the SEC’s Public Website that gives you up-to-date
rule information. You will get information about rules that have been proposed or adopted, as
well as other bulletins and notices.
9.1.3.3.4
Company Search
The EDGAR OnlineForms/XML Website restricts you to retrieving company information only
for your CIK. To search for information about other companies, click the ‘Company Search’ link
to redirect your browser to the EDGAR Company Database. From this website you can perform
company searches through the EDGAR database that is updated daily.
9.1.4
Creating an Online Section 16 Ownership Submission
This section describes the general process for preparing a Section 16 ownership submission using
the EDGAR OnlineForms/XML Website and then transmitting the submission to EDGAR for
processing.
Before beginning, gather the following information:
●
Determine the proper submission form type you need to file.
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Note: To determine which form type you need to submit, go to
http://www.sec.gov/rules/final/34-46421.htm, which is the SEC’s Ownership
Reports and Trading by Officers, Directors, and Principal Security Holders Rules
section.
●
Have your CIK, password, and CCC handy.
●
Determine the Issuer CIK and the ticker symbol of the transactions you need to report.
You can use the EDGAR Company Database for assistance.
●
Make sure you have the CIK and CCC for each reporting owner to be included in the
submission.
●
Make sure you have the proper address for each reporting owner to be included in the
submission.
●
Make sure you have the E-Mail address for each additional addressee to receive filer
notification messages.
●
Make sure you have all necessary transaction and holding details.
●
Prepare any attachments, such as a Cover Letter or Exhibit, save them in the correct
format, and have the file names identified.
9.1.4.1 Select Ownership Submission Form Type
The first step for preparing an ownership submission using the EDGAR OnlineForms/XML
Website is to select the proper ownership submission form type by:
1. Logging in to the EDGAR OnlineForms/XML Website.
2. Click ‘File Ownership Forms’ in the menu bar.
3. The Select Ownership Form Type page will appear:
Figure 9-6: Select Ownership Form Type Page
4. Using the pull down bar, select the form type you wish to prepare, and click the
[Assemble Ownership Submission] button.
5. A new browser window will open and the data entry page for the select submission
form type should appear. See Figure 9-7: Ownership Form Type 3 Page.
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Figure 9-7: Ownership Form Type 3 Page
9.1.4.2 Assemble Ownership Submission - Filing in the Top of the Form
The following are some basic EDGAR OnlineForms/XML Website data entry conventions:
●
In Internet Explorer, disabled fields are made read-only and are colored gray.
●
Required fields are indicated by an asterisk to the right of the label name (for example,
CIK* and Date* are some of the required fields)
●
Certain fields are indicated by a double asterisk to the right of the label name to indicate
that a footnote is required if you are unable to provide the required data in the space
provided (for example: Date Exercisable** and Conversion or Exercise Price of
Derivative Security** are fields that require a footnote if the field is left blank)
●
Press the [Tab] key to move from field to field
●
Field level help is available by clicking the label
●
The [Exit Window] button will close the current data entry session and return to the Select
Ownership Form Type Page. Any data entered or attachments uploaded will be discarded.
Once the Assemble Ownership Submission data entry screen is displayed, you can begin
completing your ownership submission for each of the entry sections:
Submission Contact
●
Provide a point of contact for the submission in the name, phone, and E-Mail address
fields.
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Return Copy Information
●
Indicate if you want a Return Copy of your submission generated by EDGAR.
Notification Information
●
Enter additional E-Mail addresses to receive filer notification messages.
Issuer Information
●
Enter the CIK and trading symbol for the Issuer company.
Date Information
●
Enter the date of the event that triggered this submission, such as the earliest transaction
date to be reported in a Form 4.
●
The Date Original Filed is only available for amendments and refers to the date when the
original submission that is being amended was filed.
Reporting Owner Information
●
Enter the CIK, CCC, and relationship fields for each reporting owner.
●
Click the [Add Entry] button to add additional reporting owners.
●
To remove a reporting owner, select the radio button to the left of the reporting owner and
click the [Delete Entry] button.
9.1.4.3 Assemble Ownership Submission - Filling in the Middle of the Form
Figure 9-8: Assemble Ownership Submission – Middle of Form
The middle part of the Assemble Ownership Submission data entry form indicates where Table I
and Table II data are displayed. The following are some additional data entry conventions for the
Assemble Ownership Submission data entry form:
●
Fields in Table I and II appear as read-only. You can enter data by clicking the
[Add Entry] button. Figure 9-8: Assemble Ownership Submission – Middle of Form
shows how Table I and II appear once entries have been added.
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●
To modify a row, select the radio button to the left of the entry you wish to modify and
click the [Edit Entry] button.
●
To delete a row, select the radio button to the left of the entry you wish to delete and click
the [Delete Entry] button.
●
Footnote references are represented by a superscript to the right of the field. The
referenced footnote appears at the bottom of the page.
●
Date format is MM/DD/YYYY.
The following sections illustrate how to enter the required information for Table I and Table II
and provide footnotes where necessary.
9.1.4.3.1
Adding a Holding (Form 3 Non-Derivative Security)
The Add Holding page appears when the [Add Entry] button is clicked in Form 3 Table I. You use
this data entry form to enter all of your Form 3 non-derivative securities that appear in Table I.
You must provide the title of the security, the amount of securities beneficially owned, and
indicate if the security is owned directly or indirectly. If the security is owned indirectly, you must
indicate the nature of indirect beneficial ownership.
The following are some data entry conventions for this page:
●
Default unit for Amount of Securities Owned is Shares.
●
Default setting for Ownership Form is Direct.
●
Footnotes can be added on a per field basis by clicking the corresponding [Footnote]
button.
Figure 9-9: Add Holding Page (Non-Derivative Security)
Note: The total number of rows in the Non-Derivative Table (Table 1 on the printed form)
cannot exceed 30.
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9.1.4.3.2
Edit Holding (Form 3 Non-Derivative Security)
The Edit Holding page appears when the [Edit Entry] button is clicked for Form 3 Table I. The
Edit Holding page is similar to the Add Holding page in Table I and has the same data entry
conventions.
9.1.4.3.3
Add Holding (Form 3 Derivative Security)
The Add Holding (Form 3 Derivative Security) page appears when the [Add Entry] button is
clicked for Table II. You use this data entry form to enter all of your Form 3 derivative securities
that appear in Table II. You must provide the title of the security, date exercisable, expiration
date, title of securities underlying derivative security, amount or number of shares of securities
underlying the derivative security, conversion or exercise price of the derivative security, and
mark whether the security is owned directly or indirectly. If the security is owned indirectly, you
must indicate the nature of indirect beneficial ownership. If you are unable to provide any of the
following information in the space provided you must provide an explanation footnote for each
situation:
●
A date for the Date Exercisable
●
A date for the Expiration Date
●
The Amount or Number of Shares of Underlying Derivative Securities
●
The Conversion or Exercise Price of Derivative Security
Note: The total number of rows in the Derivative Table (Table 2 on the printed form)
cannot exceed 30.
The following are some data entry conventions for this page:
●
Default unit for Amount of Securities Owned is Shares
●
Default setting for Ownership Form is Direct
●
Footnotes can be added on a per field basis
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Figure 9-10: Add Holding Page (Derivative Security)
9.1.4.3.4
Edit Holding (Form 3 Derivative Security)
The Edit Holding page appears when the [Edit Entry] button is clicked for Table II. The Edit
Holding page is similar to the Add Holding page for Table II and has the same data entry
conventions.
9.1.4.3.5
Footnotes
The Footnotes page appears when you click the [Footnote] button from Table I or Table II entry
page. You use this page to add, edit, or delete footnotes associated with your submission. In
addition, you use this page to associate selected footnotes with a specific data entry field from
Table I and Table II.
The following are some data entry conventions for this page:
●
This page contains the master list of all of the footnotes for this submission.
●
To apply a footnote to a field, select the “Apply To Field” check box for that footnote.
●
To add a new footnote, click the [Add Footnote] button.
●
To modify a footnote, select the radio button to the left of the entry you wish to modify
and click the [Edit Footnote] button.
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●
To delete a footnote, select the radio button to the left of the entry you wish to delete and
click the [Delete Entry] button.
Figure 9-11: Footnotes Page
9.1.4.3.5.1
Add Footnote
The Add Footnote page appears when the [Add Footnote] button is clicked.
The following are some data entry conventions for this page:
●
You can enter up to 1000 characters for a footnote. If you need to add more than 1000
characters, split your footnote in multiple pieces and associate the pieces with the
appropriate fields using the Footnote page.
●
EDGAR will automatically create the footnote number.
●
Click the [OK] button to save the footnote entry.
●
Click the [Cancel] button to cancel the footnote entry.
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Figure 9-12: Add Footnote Page
9.1.4.3.5.2
Edit Footnote
The Edit Footnote page appears when the [Edit Footnote] button is clicked. You can modify the
existing text of the footnote.
The following are some data entry conventions for this page:
●
Click the [OK] button to save the footnote changes.
●
Click the [Cancel] button to cancel the footnote changes.
Figure 9-13: Edit Footnote Page
9.1.4.4 Filling in the Bottom of the Form
The bottom part of the Assemble Ownership Submission data entry form illustrates where the
Explanation of Responses and Signature data is displayed.
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The following are some additional data entry conventions for this page:
Explanation of Responses
●
Each form type has some specific responses that are indicated by checking the box. Some
of these check boxes are automatically filled in based on your responses in Table I and
Table II, while others you must complete if appropriate. For example, on Form 3 there is a
response “No securities are beneficially owned” along with a check box that is auto-filled.
When the page first appears, it will be checked. If you add an entry to Table I or Table II,
the checkmark will be removed.
●
Footnotes are listed here as read-only. You can enter additional footnotes or modify an
existing footnote by returning to the Table I or Table II entry portion of the form.
●
Remarks can be used to supply additional commentary on the submission. This field also
should be used to provide a list of exhibits and other attachments, if any. Remarks
exceeding the 2000 character limit should be included in an attached document.
Signature Data
●
Enter the name of each reporting person in the signature field along with the date signed.
Click the [Add Entry] button to add more signature entry lines.
●
To delete a signature, select the radio button to the left of the entry you wish to delete and
click the [Delete Entry] button.
Figure 9-14: Assemble Ownership Submission – Bottom of Form
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9.1.4.5 Verify Form and Correct Errors
Once you have completed entering all of the information for the submission, you will need to
verify the form information. Click the [Verify Form] button. One of two screens will appear,
either the Assemble Ownership Error screen (see Figure 9-15: Assemble Ownership Form With
Errors (Form Type 5) or the Insider Confirmation/Correction page (see Figure 9-17: Insider
Confirmation/Correction Page). The Insider Confirmation/Correction page appears when there
are no errors on the form. If your information passes the validation, refer to Section 9.1.4.6,
“Insider Confirmation/Correction,” to continue. The Assemble Ownership Error screen will
appear if the system detects errors in the format and syntax of your information. See instructions
below to resolve your errors.
If there were any errors on the form, the form will be re-displayed with the error fields clearly
marked with a red circle in front of the field. This will occur if a required field is missing or if the
data that you filled in does not meet the formatting criteria. These checks are built into the system
to help you avoid errors. You should follow the instructions on the page to correct the errors.
Figure 9-15: Assemble Ownership Form With Errors (Form Type 5)
For example, Figure 9-15 marked the following errors:
●
Submission contact E-Mail is formatted incorrectly; it needs an “@” to be valid
●
Issuer CIK is formatted incorrectly; it can only be all numeric
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●
Date is formatted incorrectly; it should be MM/DD/YYYY
●
CCC provided is not valid for the Reporting Owner CIK provided
Note: EDGAR will validate ONLY the format and syntax of the information provided, and that
the Issuer CIK and Reporting Owner CIK and CCC combination are valid. YOU ARE
RESPONSIBLE for confirming the accuracy of all transactional and ownership
information submitted in the form.
Figure 9-16: Edit Transaction With Errors (Form Type 5, Non-Derivative Security)
If there are errors in Table I or Table II you need to select the field entry or field value that needs
to be revised, and click the [Edit Entry] button. The detailed form will appear with the fields in
error marked, as shown in Figure 9-16: Edit Transaction With Errors (Form Type 5,
Non-Derivative Security).
The following errors are marked:
●
Transaction Date is formatted incorrectly; it should be MM/DD/YYYY
●
Price of securities acquired of disposed of is formatted incorrectly; it has two decimal
places in the number
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9.1.4.6 Insider Confirmation/Correction
If your submission was successfully verified, the Insider Confirmation/Correction page will
appear. As part of verification, EDGAR retrieves the company name for the Issuer CIK and the
name and address information for each reporting owner you entered. Before continuing, you need
to confirm that the name and address information that was retrieved from EDGAR based on the
issuer CIK and reporting owner CIK and CCCs are correct and update where necessary.
The following are some data entry conventions for this page:
●
If you need to modify a reporting owner's mailing address, select the desired reporting
owner row and click the [Edit Mailing Address] button.
Note: These address changes apply only to the addresses contained within this form and
do not update the CIK's address of record. To update the address of record, you
must use the ‘Retrieve/Edit Data’ link in the main EDGAR OnlineForms window.
Figure 9-17: Insider Confirmation/Correction Page
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9.1.4.7 Edit Mailing Address
The Edit Mailing Address page appears when the [Edit Mailing Address] button is clicked. This
screen allows you to modify the mailing address for addresses contained within this form and do
not update the CIK's address of record. To update the address of record, you must use the
‘Retrieve/Edit Data’ link in the main EDGAR OnlineForms window.
The following are some data entry conventions for this page:
●
Click the [OK] button to change the information for this submission
●
Click the [Cancel] button to return to the Insider Confirmation/Correction screen without
making changes.
Figure 9-18: Edit Mailing Address
9.1.4.8 Upload/Delete Attachment(s)
The Upload/Delete Attachment(s) page appears when the [Upload/Delete Attachment(s)] button
is clicked. This page allows you to manage the attachments associated with your submission.
The following are some data entry conventions for this page:
●
Click the [Upload Attachment] button to upload an attachment.
●
If you need to delete an attachment, select the radio button to the left of the attachment you
wish to delete and click the [Delete Attachment] button.
●
Click the [Edit Ownership Form] button to return to the Assemble Ownership Submission
data entry form.
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●
Click the [Transmit Submission] button to proceed to transmit your submission to the
server.
Figure 9-19: Upload/Delete Attachment(s)
9.1.4.9 Upload Attachment
The Upload Attachment page appears when the [Upload Attachment] button is clicked.
Note: Any attachments you plan to include should already have been prepared and saved in the
appropriate format prior to assembling your online submission.
The following are some data entry conventions for this page:
●
To upload an attachment to the server, enter the attachment information in the fields, and
then click the [Upload] button.
●
To return to the Upload/Delete Attachment(s) screen without uploading an attachment,
click the [Cancel] button.
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Figure 9-20: Upload Attachment
9.1.4.10 Transmit Submission Confirmation
The Transmit Submission Confirmation page appears when the [Transmit Submission] button is
clicked.
The following are some data entry conventions for this page:
●
Click the [Cancel Transmission] button to return to the Assemble Ownership Submission
data entry form.
●
Click the [View/Print Submission] button to view the submission document in PDF
format.
●
Click the [Transmit Submission] button to proceed to transmit the submission to EDGAR
for processing.
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Figure 9-21: Transmit Submission Confirmation
9.1.4.10.1 View/Print Submission
The View/Print Submission page appears when the [View/Print Submission] button is clicked.
Use this to print a copy of your form for your records.
The following are some data entry conventions for this page:
●
To view your submission as an Adobe PDF document, click the [Continue] button. This
will display your submission via the Adobe Acrobat Reader as shown in Figure 9-23: PDF
Document. From the Acrobat Reader, you can print your document by selecting the
printer icon.
●
To close this window and continue your submission processing, click the [Close] button.
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Figure 9-22: View/Print Submission Page
Figure 9-23: PDF Document
9.1.4.11 Transmit Submission Acknowledgment
When the [Transmit Submission] button is clicked the Transmit Submission Confirmation page,
the Transmit Submission Acknowledgment page appears. See Figure 9-24: Transmit Submission
Acknowledgment. This page provides acknowledgment of the transmission, along with the
submission accession number.
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Figure 9-24: Transmit Submission Acknowledgment
Record your accession number so you can later identify your submission and retrieve the
acceptance messages and Return Copy from the website.
9.1.4.12 Transmit Submission Cancelled
The Transmit Submission Cancelled page appears when the [Cancel Transmission] button is
clicked.
The following are some data entry conventions for this page:
●
Click the [Edit Ownership Form] button to return to the Assemble Ownership Submission
data entry form.
●
Click the [Upload/Delete Attachment(s)] button to return to the Upload/Delete
Attachment(s) page.
Figure 9-25: Transmit Submission Cancelled
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9.1.5
File Form D Submission
This section describes the general process for preparing, transmitting and submitting Form D to
EDGAR for processing.
Before starting the Form D submission process, gather the following information:
●
The primary issuer’s CIK, password, and CCC.
●
The e-mail address for each additional addressee to receive filer notification messages.
●
The name and address for each related person (executive officer, director, and promoter).
●
The name and address for each recipient and that you have the CRD numbers for each
recipient of sales compensation and their associated broker-dealer.
●
All necessary transaction and offering details.
●
The CIK and CCC for each additional issuer making the submission.
9.1.6
Basic Information for Form D Submission
This section discusses the basic information you need to know to file a Form D. Throughout the
filing process, you will have the ability to view the filing instructions, view and print the form,
save the form to your computer, and exit the process. The ‘FORM D INSTRUCTIONS’ link will
display the filing instructions in a new browser window. The ‘Print’ link will allow you to
view/print Form D. Selecting the ‘Print’ link will display the following menu items:
●
Print Blank Form: This option will display a blank Form D in a PDF format.
●
Print Form D: This option will display a partially or fully completed Form D in a PDF
format.
The ‘Save’ link will enable you to save a partially completed Form D on your computer. (Refer to
Section 2.3.3 for details on how to set up the Firefox browser's save/download preferences.)
When you save the partial Form D, the system will display the following message:
This file can be used at a later date to resume this session. However, please note that any
tampering with this file may result in its corruption and render it unusable.
Once saved, you will have the option of retrieving the Form D on the “File Form D” screen. When
you return to the Form D screen, you will be given the option of continuing with a saved Form D
(stored on your computer) or creating a new Form D (see Figure 9-26: Partial Save below).
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Figure 9-26: Partial Save
The ‘Exit’ link will prompt you to confirm and then close the current Form D filing and return to
OnlineForms/XML Website. Any data entered will be discarded.
You must complete all required field(s). “Clarification of Response (if necessary)” is an optional
field. Enter a description in this field if you consider the information to be relevant to the question
being answered.
If you are amending a previously filed electronic Form D or creating a new submission based on a
previous Form D, some fields will be pre-populated.
Note: In cases where “Securities Act Section 4(5)” and “Rule 506” were selected on Item 6, in a
previously filed Form D submission or a saved Form D submission, these values will not
be restored as they are no longer operative and available as options on Item 6.
9.1.6.1 Help Functions
The following help functions will provide you with more information during your Form D filing
process:
Help button or link
Description
Field Help: Help text will be available for selected fields
by placing your mouse over the field labels.
Information Icon: The current Form D item help will
appear when you click this icon.
FORM D INSTRUCTIONS link: This link will display
filing instructions in a new browser window.
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9.1.6.2 Navigating Form D Items
There are several ways to navigate within Form D. To navigate from item to item, you may
perform one of the following (excluding the first item, Issuer’s Information, and the last item,
Signature and Submission):
●
Click [Previous] located at the bottom left of the screen, to return to the previous screen.
●
Click [Next] located at the bottom right of the screen, to navigate to the next item.
●
Select the appropriate Form D Item from the navigation menu located on the left side of
the screen.
9.1.6.3 Validating Form D Submission
There are several ways EDGAR will validate the information that you have entered for Form D.
EDGAR will validate Form D at an individual screen level and the entire Form D on the last
screen, “Signature and Submission”, when you click the [Submit] button. EDGAR will check to
ensure that each screen is completed appropriately before you can proceed to the next Form D
screen or submit your Form D.
At the individual screen level, you will receive error messages if EDGAR detects invalid
information for the field. The error messages for this validation will be shown in red in the active
Form D screen and display a “red x” icon next to the associated field. You must correct the errors
before you can proceed to the next Form D screen. The figure below, File Form D Validation at
Screen Level, shows an example of an error validation:
Figure 9-27: File Form D Validation at Screen Level
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When you have completed the entire Form D and clicked the [Submit] button on the “Signature
and Submission” screen, EDGAR will automatically validate your Form D information. If there
are errors, EDGAR will take you to the Form D screen that contains the first occurrence of invalid
information. The list of error messages for this validation will also be shown in red, and display a
“red x” icon next to the screen names in the navigation menu to indicate which screens contain
invalid information.
You must correct the errors for each Form D screen. For best results, it is recommended that you
correct the errors in sequence, starting with the first screen that has invalid information. The
figure below, File Form D Validation for Completed Submission, shows an example of the error
validation.
Figure 9-28: File Form D Validation for Completed Submission
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9.1.6.4 Preparing to File Form D
When you are ready to prepare a Form D filing, click the ‘File Form D’ link, which is provided on
the navigation menu of the OnlineForms/XML Website. The “File Form D” screen appears, as
shown below:
Figure 9-29: File Form D
The following are the data entry conventions for the screen:
●
If you want to file a new Form D submission, select the option “New Form D
Submission”.
●
If you want to file a new Form D submission based on a previous electronically filed Form
D submission, select the option “New Form D Submission (using previous electronically
filed Form D data)”. The Accession Number field will appear and you will be required to
supply the accession number for the previous electronically filed Form D submission.
●
If you want to file an amendment to a previously filed Form D submission, select the
option “Amendment to a previous Form D Filing”. The Accession Number field will
appear and you will be required to supply the accession number for the previously filed
Form D submission.
The “Form D Issuer’s Information” screen will appear in a new browser window after you select
the Form D type.
9.1.7
Completing an Online Form D Submission
After you have made a selection to complete a new Form D submission, a new Form D
submission using previous electronically filed Form D data or an amendment to a previous Form
D, you will be presented with the “Form D Issuer’s Information” screen.
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9.1.7.1 Form D Issuer’s Information
The “Form D Issuer’s Information” screen appears, as shown below:
Figure 9-30: Form D Issuer’s Information
The following are the data entry conventions for this screen:
●
Primary Filing Issuer’s Information: Enter the CIK (Filer ID Number) and CCC (Filer
ID Number Confirmation Code). If there is more than one issuer, enter the CIK for the
primary issuer.
●
Submission Contact Information: Enter the contact information for the issuer.
Note: If there is a problem with the filing, EDGAR will contact the person you have
provided here.
●
Notification Information: Enter the e-mail address of anyone else that you want to be
notified of the status of your filing (e.g., submission was accepted or suspended). A
maximum of three additional e-mail addresses are allowed. After you submit the filing,
EDGAR will automatically send notification messages to the e-mail addresses associated
with the Login CIK, Submission Contact and Primary Issuer. The automated submission
notification e-mails will include the web address of the Electronic Filing Depository
(https://efdnasaa.org) to enable you to fulfill your state filing obligations for Form D.
o
Adding or Removing Additional E-mail Addresses
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You may add additional e-mail addresses by clicking the [Add] button. You may
add up to three additional e-mail addresses.
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An e-mail address must be in the standard e-mail format and include one “@” and at
least one “.” after the “@”.


You may remove one or more additional e-mail addresses by checking the box to
the left of the e-mail address and then clicking the [Remove] button.
Making Changes to Issuer/Company Information
If you wish to make changes to the issuer/company information maintained in EDGAR (e.g.,
address, contact information, e-mail address), click the hyperlinked word “here” within “Changes
to company information may be made here”. You will be directed to the OnlineForm Website’s
“Retrieve/Edit Data” function where you may modify EDGAR company information.
Any changes made to the issuer/company information on your Form D filing will ONLY be saved
as part of the filing data.
9.1.7.2 Issuer’s Identity
The “Issuer’s Identity” screen is shown below:
Figure 9-31: Issuer’s Identity
The following are the data entry conventions for the screen:
●
CIK (Filer ID Number), CCC (Filer ID Number Confirmation Code), Name of Issuer,
Jurisdiction of Incorporation/Organization, and Previous Names will be pre-populated,
based on the CIK entered on “Form D Issuer’s Information” screen, and will be disabled.
●
Year of Incorporation/Organization: Enter a year if you select “Within Last Five Years
(specify year)” (enter a four digit year).
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Adding or Removing Additional Issuers
To add additional issuers, select the [Add Issuer] button, as shown below:
Figure 9-32: Add Issuer
Note: You will receive an error message if you enter an invalid CIK/CCC combination.
●
You must select Year of Incorporation/Organization as required for the primary issuer.
Previous Name(s) for additional issuers will be pre-populated and disabled.
Note: You may add up to 99 additional issuers. You will need to indicate if the number of
additional issuers exceeds 99.
The following is an action you may perform:
●
You may remove one or more additional issuers by checking the box to the left of the
issuer’s CIK, and then clicking the [Remove Issuer] button. You cannot remove the
primary issuer.
Adding or Removing Additional Previous Names
●
You may add up to three “previous names” used by your company that were not
previously recorded in EDGAR, by clicking the [Add Name] button. Any previous names
recorded in EDGAR will be displayed and disabled. Those names cannot be edited or
removed. However, you will be able to edit the most recent three “previous names” added
via the online Form D submission process.
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●
You can also remove any additional previous names added via the online Form D
submission process by checking the box to the left of the name, and then clicking the
[Remove Name] button.
Making Changes to Issuer/Company Information
If you wish to make changes to the issuer/company information maintained in EDGAR (e.g.,
address, contact information, e-mail address), click the hyperlinked word “here” within “Changes
to company information may be made here”. You will be directed to the OnlineForm Website’s
“Retrieve/Edit Data” function where you may modify EDGAR company information.
Any changes made to the issuer/company information on your Form D filing will ONLY be saved
as part of the filing data.
9.1.7.3 Principal Place of Business and Contact Information
The “Principal Place of Business and Contact Information” screen is shown below:
Figure 9-33: Principal Place of Business and Contact Information
The following are the data entry conventions for this screen:
●
The information in this item will be pre-populated based on the Business Address on file
in EDGAR for each CIK entered in the “Issuer’s Identity” screen.
●
If your address on file in EDGAR contains a P.O. Box, it will not be valid for a Form D
filing. You will have to enter a new valid address that will be associated with the current
Form D filing only. To change the address on file in EDGAR, you must use “Changes to
company information may be made here” option or the OnlineForms Website’s
“Retrieve/Edit Data” option.
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Making Changes to Issuer/Company Information
If you wish to make changes to the issuer/company information maintained in EDGAR (e.g.,
address, contact information, e-mail address), click the hyperlinked word “here” within “Changes
to company information may be made here”. You will be directed to the OnlineForm Website’s
“Retrieve/Edit Data” function where you may modify EDGAR company information.
Any changes made to the issuer/company information on your Form D filing will ONLY be saved
as part of the filing data.
9.1.7.4 Related Persons
The “Related Persons” screen is shown below:
Figure 9-34: Related Persons
The following are the data entry conventions for this screen:
●
Complete the required field(s): Last Name, First Name, Street Address 1, City,
State/Province/Country, Zip/Postal Code and Relationship. Middle Name, Street Address
2, and “Clarification of Response” fields are optional.
Adding or Removing Additional Related Persons
●
You may add additional related persons by clicking the [Add Person] button. You may
add up to 99 additional related persons.
●
You may remove additional related persons by checking the box to the left of the related
persons, and then clicking the [Remove Person] button.
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9.1.7.5 Industry Group
The “Industry Group” screen is shown below:
Figure 9-35: Industry Group
The following are the data entry conventions:
●
Select the applicable Industry Group option. Some selections require additional choices.
●
If you selected “Pooled Investment Fund” from the “Banking and Financial Services”
industry option, you will be required to further select an “Investment Fund Type”, and will
need to answer the question that appears.
●
Address whether or not the issuer is registered as an investment company under the
Investment Company Act of 1940.
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9.1.7.6 Issuer Size
The “Issuer Size – Revenue Range” screen is shown below:
Figure 9-36: Issuer Size - Revenue Range
The following are the data entry conventions for this screen:
●
The issuer size option on this screen will depend on what you selected in the previous
Form D item, Industry Group.
●
The Revenue Range will be the default list that appears.
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●
The Aggregate Net Asset value range will appear if you selected “Hedge Fund” or “Other
Investment Fund” for the “Industry Group” item. The “Issuer Size - Aggregate Net Asset
Value Range” screen is shown below:
Figure 9-37: Issuer Size - Aggregate Net Asset Value Range
9.1.7.7 Federal Exemption(s) and Exclusion(s) Claimed
The “Federal Exemption(s) and Exclusion(s) Claimed” screen is shown below:
Figure 9-38: Federal Exemption(s) and Exclusion(s)
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The following are the data entry conventions for this screen:
●
Select as many exemptions and exclusions claimed that apply.
Notes:
(1) You cannot select both “Rule 506(b)” and “Rule 506(c)” in a single
submission.
(2) Each rule option is hyperlinked to provide more information about the rule.
●
If you select “Investment Company Act Section 3(c)”, you will need to further select one
or more of the Section 3(c) paragraphs from the list. The list of Section 3(c) paragraphs is
shown below:
Figure 9-39: Investment Company Act Section 3(c) List
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9.1.7.8 Type of Filing
The “Type of Filing” screen is shown below:
Figure 9-40: Type of Filing
The following are the data entry conventions for this screen:
●
Entry for this screen will depend on the type of Form D that was selected in preparation
for the Form D submission process. Refer to Section 9.1.6.4, “Preparing to File Form D,”
for more information.
●
If you are amending a previous electronic Form D, the “Amendment” option will be
pre-populated, and disabled.
●
If you are creating a new Submission based on a previous Form D, the New Notice field in
this item will be pre-populated, and disable the other fields.
Note: You may either select the “Date of First Sale” or “First Sale Yet to Occur”.
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9.1.7.9 Duration of Offering
The “Duration of Offering” screen is shown below:
Figure 9-41: Duration of Offering
9.1.7.10 Type(s) of Securities Offered
The “Type(s) of Securities Offered” screen is shown below:
Figure 9-42: Type(s) of Securities Offered
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The following are data entry conventions for this screen:
●
Select one or more type(s) of securities.
●
If you select “Other (describe),” you will need to enter a description.
●
“Pooled Investment Fund Interests” will be pre-populated if you selected “Investment
Company Act Section 3(c)” in the “Federal Exemption(s) and Exclusion(s) Claimed”
screen. You will be able to unselect “Pooled Investment Fund Interests” without affecting
the Investment Company Act Section 3(c) field.
9.1.7.11 Business Combination Transaction
The “Business Combination Transaction” screen is shown below:
Figure 9-43: Business Combination Transaction
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9.1.7.12 Minimum Investment
The “Minimum Investment” screen is shown below:
Figure 9-44: Minimum Investment
The following is the data entry convention for this screen:
●
You may only enter whole US dollars.
9.1.7.13 Sales Compensation
The “Sales Compensation” screen is shown below:
Figure 9-45: Sales Compensation
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The following are the data entry conventions for this screen:
●
You must enter data for all of the fields, with the exception of “Street Address 2”, which is
an optional field.
●
You may select one or more “State(s) of Solicitation”.
●
You may either provide the “Recipient CRD Number” or select “None”.
●
You may either identify the “(Associated) Broker or Dealer” or select “None”.
●
You may either identify the “(Associated) Broker or Dealer CRD Number” or select
“None”.
●
You may add or remove recipients.
Adding or Removing Additional Recipients
●
To add additional recipients, select the [Add] button.
●
You may add up to 99 additional recipients. You will need to indicate if the number of
additional recipients exceeds 99. You must follow the same instructions that apply to the
initial recipient for which you listed, and enter in all the required fields.
●
You may remove additional recipients by checking the box to the left of the “Recipient”,
and then clicking the [Remove] button.
9.1.7.14 Offering and Sales Amount
The “Offering and Sales Amount” screen is shown below:
Figure 9-46: Offering and Sales Amount
The following are the data entry conventions on this screen:
●
Enter either the “Total Offering Amount” or check “Indefinite”.
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Note the following restrictions:
●
If Rule 505 in item 6 (Federal Exemption(s) and Exclusion(s) Claimed) is selected and the
“Total Offering Amount” entered exceeds $5 million, you will receive the following
warning: “Only $5 million of securities is permitted to be offered within a 12-month
period under Rule 505.”
●
If Rule 504 in item 6 (Federal Exemption(s) and Exclusion(s) Claimed) is selected and the
“Total Offering Amount” entered exceeds $1 million, you will receive the following
warning: “Only $1 million of securities is permitted to be offered within a 12-month
period under Rule 504.”
●
“Total Offering Amount” must always be greater than $0.
●
If necessary, you can provide clarification in the Clarification of Response field.
Clarifications should not exceed 255 characters.
●
If you are creating a new submission based on an existing Form D or amending a
previously filed one, offering and sales amounts of the original Form D will be
automatically populated on this page.
●
Enter the “Total Amount Sold”.
●
The amount must be provided as a whole US dollar.
Note:
“Total Remaining to be Sold” is a disabled field.
9.1.7.15 Investors
The “Investors” screen is shown below:
Figure 9-47: Investors
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The following are the data entry conventions for this screen:
●
Select the check box and enter the number of non-accredited investors, if applicable.
●
Enter the total number of investors.
●
If you selected Rule 505 or Rule 506(b) in the “Federal Exemption(s) and Exclusion(s)
Claimed” item of Form D and enter more than 35 non-accredited investors on this screen,
you will receive the following warning: “You have selected Rule 505 and/or Rule 506(b)
in Item 6, Federal Exemption(s) and Exclusion(s) Claimed. No more than 35
non-accredited investors are permitted in Rule 505 and Rule 506(b) offerings.”
Note: ‘accredited investors’ is a link, which will provide more information.
9.1.7.16 Sales Commissions and Finder’s Fee Expenses
The “Sales Commissions and Finders’ Fee Expenses” screen is shown below:
Figure 9-48: Sales Commissions and Finders’ Fee Expenses
The following are the data entry conventions for this screen:
●
Enter a value for the “Sales Commissions” and “Finders’ Fees”.
●
The default value is $0 for the “Sales Commissions” and “Finders’ Fees”. Check
“Estimate” if the amount is uncertain.
●
You may enter only whole US dollars.
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9.1.7.17 Use of Proceeds
The “Use of Proceeds” screen is shown below:
Figure 9-49: Use of Proceeds
The following are the data entry conventions for this screen:
●
The default value is $0 for the amount of gross proceeds. Check “Estimate” if the amount
is uncertain.
●
You may enter only whole US dollars.
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9.1.7.18 Signature and Submission
Once you have completed all of the Form D items, the “Signature and Submission” screen
appears, as shown below. For signature, type in the signer’s name or other letters or characters
adopted or authorized as the signer’s signature. Carefully read through the Terms of Submission
agreement. You may print the Terms of Submission.
Figure 9-50: Signature and Submission
Note: ‘Rule 505(b)(2)(iii)’ and ‘Rule 506(d)’ are links, which provide more information.
The following are the data entry conventions for this screen:
●
Complete the required field(s). The check box for the duly authorized representative is an
optional field.
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●
Each issuer will be pre-populated to correspond with the issuer names which were
provided in the “Issuer’s Identity” item and disabled.
●
Select the date by clicking the Calendar icon.
●
Click [Submit] button when you have completed the form and are ready to submit the
filing. The system will take you to the confirmation screen.
●
If there are two or more issuers, you may sign on behalf of the additional issuers which
you have provided in the Issuer’s Identity item. Select the check box that indicates you are
an authorized representative. On the printed form, “All Issuers” shall be displayed in the
Issuers field.
●
Each issuer must retain the manually signed document signed on its behalf for five years.
9.1.7.19 Form D Confirmation/Correction
After your Form D filing has been submitted and verified, the “Form D Confirmation/Correction”
screen appears, as shown below:
Figure 9-51: Form D Confirmation/Correction
The following are actions you may perform:
●
[Edit Form D] button: Allows you to modify your form.
●
[View/Print Submission] button: Displays your completed filing in a new browser
window in a PDF format.
●
[Transmit Submission] button: Passes your submission to the “Transmit Submission
Confirmation” screen. It does not immediately transmit your submission.
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9.1.7.20 Transmit Submission Confirmation
Once you click ‘Transmit Submission’, the “Transmit Submission Confirmation” screen appears,
as shown below:
Figure 9-52: Transmit Submission Confirmation
The following are actions you may perform:
●
[Cancel Transmission] button: Returns you to the “Form D Confirmation/Correction”
screen.
●
[View/Print Submission] button: Allows you to view your Form D filing in a PDF format.
●
[Transmit Submission] button: Allows you to submit Form D filing to EDGAR. The
“Transmit Submission Acknowledgment” screen will appear and display your accession
number for the submission.
After you have confirmed your transmission, the “Transmit Submission Acknowledgment”
screen will appear and display your accession number for the submission.
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9.1.7.21 Transmit Submission Acknowledgment
The “Transmit Submission Acknowledgment” screen is shown below:
Figure 9-53: Transmit Submission Acknowledgment Screen
This screen provides acknowledgment of your Form D submission transmission.
Note: You should write down your accession number for your records.
9.1.8
Common Ownership Problems
The EDGAR OnlineForms/XML Website helps the Ownership filer avoid most common
mistakes when constructing their primary document. For filers using this site to submit ownership
forms, the most common errors will occur with their attached documents. To prevent these errors,
filers can use EDGARLink Online to validate the document content. The error messages listed
below reflect issues with attached documents.
Problem
Description
Illegal tags in HTML filings
For security reasons, EDGAR does not support all valid
HTML tags. Be sure to restrict your tags to those listed in
this manual.
Invalid ASCII characters
The ASCII character set is limited and including characters
in your documents that are not specified in this manual will
cause your filing to be suspended. This is especially true of
binary characters.
Illegal External References
If you include references in HTML documents that are
external to your References filing, your filing will be
suspended. The only legal reference is to the SEC’s Public
Website.
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9.2
EDGAR Filing Website
The EDGAR Filing Website (https://www.edgarfiling.sec.gov) is used for preparing and
submitting the following forms:
●
EDGARLink Online Forms
●
Regulation A Forms
●
Form 13H variants (13H, 13H-A, 13H-Q, 13H-I, 13H-T, and 13H-R)
●
Form 13F variants (13F-HR, 13F-HR/A, 13F-NT, and 13F-NT/A)
●
Form SDR variants (SDR, SDR/A, SDR-A, and SDR-W)
●
Municipal Advisor Forms (MA, MA-A, MA/A, MA-I, MA-I/A, and MA-W)
9.2.1
Navigating EDGAR – Logging into EDGAR Filing Website
To access any of the EDGAR Filing Website functions, you will need to log in to the EDGAR
Filing Website. Follow the directions described in Section 7.1.1 for details on how to obtain
access and use the EDGAR Filing Website.
9.2.1.1 EDGAR Filing Website Menu Options
Once you log in to EDGAR, an option menu appears on the left-hand side of the browser window.
This menu allows you to navigate easily through EDGAR without having to return to a menu
page. Figure 9-54: EDGAR Menu illustrates the menu.
Figure 9-54: EDGAR Menu
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This menu is broken down into five different sections: Information Exchange, Draft Submissions,
Regulation A, Online Forms, and Support. To access the Online forms, go to the ‘Online Forms’
section on the EDGAR menu. For more information on the four sections of the EDGAR menu,
refer to Section 7.1.1, “Using the EDGAR Filing Website.”
9.2.2
General Information on Online Forms
This section discusses the basic information you need to know to file Online Forms. Throughout
the filing process, you will have the ability to view the filing instructions, view and print the form,
save the form to your computer, and exit the process. The following menu items display on the
right hand corner of the Online Forms window:
●
The ‘Submit’ function will allow you to submit the completed form to EDGAR.
●
The ‘Save’ function will enable you to save a partially completed form on your computer.
To resume working on the form at a later time, log in again and select the ‘Continue with
Saved <Form>’ option available on the Type of Filing selection screen of each form. If
you use Firefox as your web browser, refer to Section 2.3.3 for details on how to set up the
Firefox browser's save/download preferences.
●
The ‘Print’ function allows you to print either a blank form or a current form.
o
Print Blank Form: This option will display a blank form in PDF.
o
Print Current Form: This option will display a partially or fully completed form in
HTML format.
●
The ‘Instructions’ function will display the instructions for completing a form.
●
The ‘Exit’ function will prompt you to confirm and then close the current form filing. Any
data entered will be discarded unless you first ‘Save’ the work you have entered.
Note: When entering data in a form, a time-out warning message will be displayed as shown in
Figure 9-55 if the form’s browser window is left inactive for 55 minutes.
Figure 9-55: Warning Message - Session is about to Expire
Click the [Keep Alive] button to keep the current session active and prevent a time-out at
60 minutes of inactivity.
9.2.2.1 Help Functions
The following help functions will provide you with more information during the Online Form
filing process:
●
Field Help: Help text will be available for selected fields by placing your mouse over the
field labels.
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●
‘Instructions’ link: This link will display instructions for completing a form.
9.2.2.2 Navigating Online Forms
There are several ways to navigate within Online Forms. To navigate from item to item, you may
perform one of the following:
●
Click [Previous] located at the bottom left of the screen, to return to the previous screen.
●
Click [Next] located at the bottom right of the screen, to navigate to the next screen.
●
Select the appropriate form Item from the navigation menu located on the left side of the
screen.
9.2.2.3 Validating Online Forms
EDGAR will validate the information that you have entered for Online Forms at different levels.
EDGAR will validate forms at an individual screen level and the entire form when you click the
[Submit] button. Additionally, EDGAR also provides the option of validating document
attachments.
EDGAR will check to ensure that each screen is completed appropriately before you can proceed
to the next form screen or submit your form. Required fields are indicated by an asterisk to the
right of the label name (for example, Filer CIK* and Filer CCC* are some of the required fields.)
If EDGAR detects invalid information for a field at the individual screen level, a red ‘x’ icon is
displayed within the field. Clicking the icon displays a message describing the type of information
that belongs in the field to help you correct the errors, before final submission of the form.
When you complete the entire Online Form and click the [Submit] button, EDGAR will
automatically validate your form’s information. If there are errors, they must be corrected for
each form screen. For best results, it is recommended that you correct the errors in sequence,
starting with the first screen that has invalid information.
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9.2.3
File Regulation A Forms
This section describes the general process for preparing and submitting Regulation A submissions
under the Securities Act of 1933 to EDGAR for processing.
Issuers can file the following Regulation A submission form types:
Draft Submissions
●
DOS: Non-public draft offering statement under Regulation A
●
DOS/A: Non-public draft pre-qualification amendment for offering statement under
Regulation A
●
DOSLTR: Draft Offering Statement Letter
Regulation A Offering Statements and Circulars
●
1-A: Offering statement under Regulation A
●
1-A/A: Pre-qualification amendment for offering statement under Regulation A
●
1-A POS: Post-qualification amendment to a 1-A offering statement
●
1-A-W: Withdrawal of offering statement under Regulation A
●
1-A-W/A: Amendment to a withdrawal of offering statement under Regulation A
●
253G1: Reflects information previously omitted from the offering circular in reliance on
Rule 253(b)
●
253G2: Reflects information that constitutes a substantive change from or addition to the
information set forth in the last offering circular
●
253G3: Reflects information covered in both 253G1 and 253G2
●
253G4: Reflects information covered in 253G1, 253G2 or 253G3 that is not being timely
filed
Regulation A Ongoing Reports
●
1-K: Annual Report Pursuant to Regulation A
●
1-K/A: Amendment to Annual Report Pursuant to Regulation A
●
1-SA: Semiannual Report Pursuant to Regulation A
●
1-SA/A: Amendment to Semiannual Report Pursuant to Regulation A
●
1-U: Current Report pursuant to Regulation A
●
1-U/A: Amendment to Current Report pursuant to Regulation A
●
1-Z: Exit Report under Regulation A
●
1-Z/A: Amendment to Exit Report under Regulation A
●
1-Z-W: Withdrawal of Exit Report under Regulation A
●
1-Z-W/A: Amendment to a withdrawal of Exit Report under Regulation A
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9.2.3.1 General Information for Regulation A Forms
The following section provides general information that is applicable to Regulation A form types:
●
You can access Regulation A form types using the:
o
‘Regulation A’ or ‘Draft Offering Statement’ link on the EDGAR menu of the
EDGAR Filing Website
o
‘REG A’ link on the EDGARLink Online Submission Type Selection screen
●
You can submit filer-constructed XML submissions for all Regulation A submission form
types (with the exception of DOS, DOS/A, and DOSLTR) via the ‘Transmit’ link on the
EDGAR Menu. For DOS, DOS/A, and DOSLTR no filer-constructed XML submissions
will be accepted. Refer to Chapter 10, “Filer-Constructed XML Submissions,” for
information on filer-constructed submissions.
●
You must provide a valid Issuer CIK and CCC on the Filer Information screen for
submission form types DOS, DOS/A, 1-A, 1-A/A, 1-K, 1-K/A, 1-Z, and 1-Z/A prior to
entering any other data. Based on the CIK and CCC entered, certain fields on the Issuer
Information screen are pre-populated with information maintained in EDGAR.
●
For submission form types DOS/A, 1-A, 1-A/A, 1-A POS, 1-K/A, and 1-Z/A form data
will be pre-populated based on the CIK, CCC, and file number entered, eliminating the
need to re-enter this information. The details are as follows:
o
The system will pre-populate submission form type DOS/A with data from the most
recent previously accepted DOS or DOS/A filing with the ‘367’ prefix file number
provided by the issuer, with the exception of the fields that are populated from the
company database after the issuer has entered a valid CIK/CCC combination.
o
The system will pre-populate submission form type 1-A with data from the most
recent previously accepted DOS or DOS/A submission, with the exception of the
fields that are populated from the company database, if the issuer enters the file
number from the most recently accepted DOS or DOS/A filing with a ‘367’ file
number prefix and a valid CIK/CCC combination.
Issuers can edit all fields on submission form type 1-A, except three fields, namely
“Exact name of issuer as specified in the issuer’s charter,” “CIK,” and “Total (the sum
of the aggregate offering prices in the four preceding paragraphs).”
o
The system will pre-populate submission form types 1-A/A with data from the most
recent previously accepted 1-A or 1-A/A submission having the same ‘024’ prefix file
number as that provided by the issuer, with the exception of the fields that are
populated from the company database after the issuer has entered a valid CIK/CCC
combination.
o
The system will pre-populate submission form type 1-A POS with data from the most
recent previously accepted 1-A or 1-A/A submission having the same ‘024’ prefix file
number as that provided by the issuer, with the exception of the fields that are
populated from the company database after the issuer has entered a valid CIK/CCC
combination.
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●
o
The system will pre-populate submission form type 1-K/A with data from the most
recent previously accepted 1-K or 1-K/A submission having the same ‘24R’ prefix file
number as provided by the issuer, with the exception of the fields that are populated
from the company database after the issuer has entered a valid CIK/CCC combination.
o
The system will pre-populate submission form type 1-Z/A with data from the most
recent previously accepted 1-Z or 1-Z/A submission having the same ‘24R’ prefix file
number as provided by the issuer, with the exception of the fields that are populated
from the company database after the issuer has entered a valid CIK/CCC combination.
Throughout the filing process, you will have the ability to:
o
save the form to your computer
o
view and print the blank form or current form
o
submit the form
o
view the filing instructions
o
exit the process
via the menu buttons displayed on the upper right corner of the screen (Figure 9-56). For
more information, refer to Section 9.2.2, “General Information on Online Forms.”
Figure 9-56: Menu buttons
You can use the following help functions during your filing process. Place your mouse
pointer over a field label to view context-sensitive help message (Figure 9-57). Or, click
the ‘Instructions’ link to view filing instructions in a new browser window.
Figure 9-57: Help message on Issuer CIK field
9.2.4
Completing a Regulation A Submission
This section guides you in preparing and submitting the following Regulation A form types:
●
Form 1-A and its variants
●
Form 1-K and its amendment
●
Form 1-Z and its amendment
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9.2.4.1 Selecting a Regulation A Form Type
The first step to filing a Regulation A form is to select a submission form type on the File
Regulation A Forms screen. To navigate to this screen, click the ‘Regulation A’ link on the
navigation menu of the EDGAR Filing Website (Figure 9-54). The File Regulation A Forms
screen is displayed as shown below and it allows you to select a specific form for filing.
Figure 9-58: File Regulation A Forms
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●
Select the “DOS: Non-public draft offering statement under Regulation A” option to
submit a non-public draft offering statement.
●
Select the “DOS/A: Non-public draft pre-qualification amendment for offering statement
under Regulation A” option to amend a previously filed DOS submission.
●
Select the “DOSLTR: Draft Offering Statement Letter” option to submit correspondence
related to Draft Offering Statement.
●
Select the “1-A: Offering statement under Regulation A” option to submit an offering
statement under Regulation A.
●
Select the “1-A/A: Pre-qualification amendment for offering statement under Regulation
A” option to submit a pre-qualification amendment to a previously accepted 1-A
submission.
●
Select the “1-A POS: Post-qualification amendment to a 1-A offering statement” option to
submit a post-qualification amendment to a previously accepted 1-A or 1-A/A submission.
●
Select the “1-A-W: Withdrawal of offering statement under Regulation A” option to
withdraw a previously accepted offering statement under Regulation A.
●
Select the “1-A-W/A: Amendment to a withdrawal of offering statement under Regulation
A” option to amend a previously accepted 1-A-W submission.
●
Select the “253G1: Reflects information previously omitted from the offering circular in
reliance on Rule 253(b)” option to submit information previously omitted from the
offering circular in reliance on Rule 253(b).
●
Select the “253G2: Reflects information that constitutes a substantive change from or
addition to the information set forth in the last offering circular” option to submit
information that constitutes a substantive change from or addition to the information set
forth in the last offering circular.
●
Select the “253G3: Reflects information covered in both 253G1 and 253G2” option to
submit information included in both 253G1 and 253G2.
●
Select the “253G4: Reflects information covered in 253G1, 253G2 or 253G3 that is not
being timely filed” option to submit information covered in 253G1, 253G2 or 253G3 that
is not being timely filed.
●
Select the “1-K: Annual Report Pursuant to Regulation A” option to submit an annual
report pursuant to Regulation A.
●
Select the “1-K/A: Amendment to Annual Report Pursuant to Regulation A” option to
amend an annual report pursuant to Regulation A.
●
Select the “1-SA: Semiannual Report Pursuant to Regulation A” option to submit a
semiannual report pursuant to Regulation A.
●
Select the “1-SA/A: Amendment to Semiannual Report Pursuant to Regulation A” option
to amend a semiannual report pursuant to Regulation A.
●
Select the “1-U: Current Report pursuant to Regulation A” option to submit a current
report pursuant to Regulation A.
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●
Select the “1-U/A: Amendment to Current Report pursuant to Regulation A” option to
amend a current report pursuant to Regulation A.
●
Select the “1-Z: Exit Report under Regulation A” option to submit an exit report under
Regulation A.
●
Select “1-Z/A: Amendment to Exit Report under Regulation A” option to amend an exit
report under Regulation A.
●
Select the “1-Z-W: Withdrawal of Exit Report under Regulation A” option to withdraw a
previously accepted exit report under Regulation A.
●
Select “1-Z-W/A: Amendment to a withdrawal of Exit Report under Regulation A” option
to amend a previously filed withdrawal of exit report under Regulation A.
●
Select the “Continue with any saved Regulation A Form (Stored on your computer)”
option to continue working on a previously saved Regulation A filing.
In addition, you can use the “Restore” function within the EDGARLink Online
application to continue working on a previously saved EDGARLink Online submission
form type (DOSLTR, 1-A-W, 1-A-W/A, 253G1, 253G2, 253G3, 253G4, 1-SA, 1-SA/A,
1-U, 1-U/A, 1-Z-W, and 1-Z-W/A). For more information on the “Restore” function, refer
to Section 7.3.1.3, “EDGARLink Online Tool Bar.”
If you want to Make Draft Offering Statement Public:
●
Click the ‘Disseminate Draft Offering Statement’ link to disseminate previously accepted
draft offering statements (DOS and DOS/A) to the public. Refer to Section 7.7.2,
“Disseminating Draft Offering Statements,” for instructions on how to disseminate draft
offering statements.
Once you select a submission form type on the File Regulation A Forms screen, click the [Next]
button. You will be directed to the Filer Information screen specific to the selected form type.
Important: When you select submission form types DOSLTR, 1-A-W, 1-A-W/A, 253G1,
253G2, 253G3, 253G4, 1-SA, 1-SA/A, 1-U, 1-U/A, 1-Z-W, or 1-Z-W/A on the File
Regulation A Forms screen, the EDGARLink Online application is displayed and
you must use this application to prepare these forms. For instructions on how to
complete these EDGARLink Online forms, refer to Section 7.3, “Preparing Your
EDGARLink Online Submission.”
9.2.4.2 Filer Information
The Filer Information screen allows you to enter issuer information 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. The submission form type
displays as a screen title and corresponds to the type of submission selected on the File Regulation
A Forms screen. The Filer Information screen for Form 1-A is shown as an example in
Figure 9-59.
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Figure 9-59: Form 1-A: Filer Information
Complete the fields that pertain to the form that you are filing:
●
Issuer CIK and CCC: Enter the CIK and CCC of the issuer that is submitting the filing.
●
File Number: The File Number field allows up to 17 characters and only one file number
may be included for each registrant. The prefix may contain 1-3 digits, the sequence
number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the
fields are separated with a hyphen.
o
File Number (with 367-prefix): This field is optional for submission form type 1-A
and mandatory for submission form type DOS/A. Enter the SEC-supplied draft
offering statement (DOS) file number. Sample value: 367-00000-1.
If you submitted a DOS filing, you can provide the SEC-supplied draft offering
statement (“DOS”) file number to pre-populate certain data in your Form 1-A filing.
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o
File Number (with 024-prefix): This field is mandatory for submission form types
1-A/A and 1-A POS. Enter the SEC-supplied file number. Sample value:
024-00000-1.
o
File Number (with 24R-prefix): This field is mandatory for submission form types
1-K/A and 1-Z/A. Enter the SEC-supplied file number. Sample value: 24R-00000-1.
When adding a new issuer, you can enter “NEW” in the File Number field.
●
Co-issuer CIK and CCC: Enter the CIK and CCC for a registrant associated with this
submission. The CCC field is case-sensitive with a length of 8 characters, at least one of
which must be a numeral and at least one must be @, #, $, or *.
●
Co-issuer File Number: Enter the SEC-supplied file number. This field is mandatory if
you enter a value in the Co-issuer CIK field for submission form types 1-A/A, 1-A POS,
DOS/A, 1-K/A, and 1-Z/A. Similarly, this field is mandatory for submission form types
1-K and 1-Z if you select the “Is this an electronic copy of an official filing submitted in
paper format?” check box and enter a value in the Co-issuer CIK field. When adding a
new co-issuer, you can enter “NEW” in the Co-issuer File Number field.
●
Is this an electronic copy of an official filing submitted in paper format?: Select the
“Yes” check box if this submission is a confirming electronic copy of an official filing
previously submitted in paper format. An electronic confirming copy of a paper filing is
not an official filing.
o
For submission form types 1-K and 1-Z, the File Number field is displayed and
mandatory if you select the “Yes” check box for “Is this an electronic copy of an
official filing submitted in paper format?”. Enter the SEC-supplied file number in the
File Number field (Sample value: 24R-00000-1). When adding a new issuer, you can
enter “NEW” in the File Number field.
●
Is filer a shell company?: Select a response to indicate if the filer is a shell company on
submission form types 1-K and 1-K/A.
●
Is this filing by a successor company pursuant to Rule 257(b)(5) resulting from a
merger or other business combination?: Select a response to indicate if this filing is
related to a merger in which the successor company is filing.
o
For submission form types 1-K, 1-K/A, 1-Z, and 1-Z/A, the File Number field is
displayed and mandatory if you select “Yes” for “Is this filing by a successor company
pursuant to Rule 257(b)(5) resulting from a merger or other business combination?”
question. Enter the SEC-supplied file number in the File Number field (Sample value:
24R-00000-1).
●
Is this a LIVE or TEST filing?: Select the radio button to mark the submission as a LIVE
or TEST filing. Select the “TEST” radio button if you want to submit a test filing and
EDGAR will treat the submission as a test and it will not be disseminated.
●
Would you like a Return Copy?: Select the check box if you want a Return Copy of your
submission. Requested Return Copies are not sent via e-mail; you can download requested
Return Copies via the ‘Retrieve/Edit Data’ link on the EDGAR menu.
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●
Period: Enter or select the end date of report or period of filing for submission form type
1-K and 1-K/A. The date entered must be in MM/DD/YYYY format. A future date is not
allowed.
●
Submission Contact Information: Enter the contact information (name, phone number,
and e-mail address) of the issuer.
●
Notify via Filing Website only?: Select the check box to download the filing status
notification (whether a filing is accepted or suspended) from the EDGAR Filing Website.
Selecting this option restricts EDGAR from sending e-mail notifications of filing status.
●
Notification E-mail Address: If you want to notify others about the status of the filing,
then enter their e-mail addresses. After you submit the filing, EDGAR will automatically
send notification messages to these e-mail addresses informing them of the filing status,
i.e., whether the filing was accepted or suspended.
o
Adding or Removing Additional E-Mail Addresses


●
You may add up to three e-mail addresses by clicking the [Add] button. An e-mail
address must be in the standard e-mail format and include one “@” and at least one
“.” after the “@”
You may remove an e-mail address by clicking the [Delete] button next to the
e-mail address to be removed.
Check box if no changes to the information required by Part I have occurred since
the last filing of this offering statement: Select this check box to indicate that no
changes to the information required by Part I have occurred since the last filing of this
offering statement. Note that if this check box is selected, all remaining fields on all
screens of submission form types 1-A/A, DOS/A, and 1-A POS, will become
non-editable.
9.2.4.3 Form 1-A
Form 1-A collects basic information about the issuer and the offering, and is composed of eight
tabs:
●
Filer Information
●
Item 1: Issuer Information
●
Item 2: Issuer Eligibility
●
Item 3: Application of Rule 262
●
Item 4: Summary Information Regarding the Offering and Other Current or Proposed
Offerings
●
Item 5: Jurisdictions in Which Securities are to be Offered
●
Item 6: Unregistered Securities Issued or Sold Within One Year
●
Documents
To assist you in filing Form 1-A or its variants (1-A/A, 1-A POS, DOS, and DOS/A), a
comprehensive description of each screen is given below. You must complete mandatory fields
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on all relevant tabs and attach required documents when submitting a Form 1-A or a variant
submission. For information on the Documents tab, refer to Section 9.2.4.6, “Documents.”
Filer Information
This screen allows you to enter issuer information, such as the Issuer CIK and CCC, File Number,
and Contact Information. Based on the information provided on this screen, certain fields on other
tabs will be pre-populated such as IRS Employer Identification Number and Jurisdiction of
Incorporation associated with the CIK entered. For more information, refer to Section 9.2.4.2,
“Filer Information.”
Item 1: Issuer Information
The Issuer Information screen for Form 1-A is shown in Figure 9-60 and Figure 9-61. This screen
enables you to provide information about the issuer, which includes the issuer’s identity, industry
group, number of employees, contact information, as well as financial statements and capital
structure.
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Figure 9-60: Item 1: Issuer Information (Top)
The following fields on the Issuer Information screen are pre-populated with information
maintained in EDGAR for the issuer’s CIK. The pre-populated fields that are non-editable appear
dim on the screen.
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●
Exact name of issuer as specified in the issuer’s charter: Displays the name of the
security issuer on whose behalf the Form 1-A is filed. This field is pre-populated based on
the CIK entered on the Filer Information screen, and is not editable.
●
Jurisdiction of incorporation / organization: Displays the jurisdiction in which the
business is registered. This field is pre-populated from the company database if there is a
jurisdiction of incorporation associated with the company for the CIK entered on the Filer
Information screen. The system will allow you to edit the field, if no ‘State of
Incorporation’ information is stored in the company database. A change to this field will
update the ‘State of Incorporation’ information stored in the company database.
●
I.R.S. Employer Identification Number: Displays the IRS Employer Identification
Number. This field is pre-populated from the company database if there is an I.R.S
employee identification number associated with the company for the CIK entered on the
Filer Information screen. The system will allow you to edit the field, if EDGAR does not
have the IRS Number in the company database.
●
CIK: Displays the CIK of the primary registrant. This field is pre-populated based on the
CIK number entered on the Filer Information screen, and is not editable.
●
Address of Principal Executive Offices: Displays the address and phone number of the
principal or main office where issuer’s business is conducted. This field is pre-populated
from the company database if there is an address associated with the company for the CIK
entered on the Filer Information screen. The system will allow you to edit these fields, if
no address is stored in the company database. A change to these fields will update the
company information for the Address of Principal Executive Offices.
Making Changes to Issuer/Company Information
If you need to make changes to the issuer/company information, click the hyperlinked word
“here” within ‘Changes to company information that is auto-populated on this submission, and
appears as non-editable, including Company Name, Contact Address, Fiscal Year End, and
Jurisdiction of Incorporation may be made here.’ You will be directed to the Retrieve/Edit Data
screen on a new browser window, where you may modify this information maintained in
EDGAR. However, the modified information will only be displayed on the applicable fields in
Form 1-A if you exit the current session and restart the filing process.
Complete the remaining fields on the Issuer Information screen. The fields on the Issuer
Information screen are grouped under two main sections: Contact Information and Financial
Statements.
●
Year of Incorporation: Enter the year of incorporation for the primary issuer. A response
is required in YYYY format. A future date is not allowed.
●
Primary Standard Industrial Classification Code: Select a valid SIC code from the
drop down list.
●
Total number of full-time employees: Enter the total number of full time employees. A
value equal to or greater than zero must be provided.
●
Total number of part-time employees: Enter the total number of part-time employees. A
value equal to or greater than zero must be provided.
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●
Provide the following information for the person the Securities and Exchange
Commission’s staff should call in connection with any pre-qualification review of the
offering statement: Enter the name, mailing address, and phone number of the person
that the SEC staff should call in connection with any pre-qualification review of the
offering statement.
●
Provide up to two e-mail addresses to which the Securities and Exchange
Commission’s staff may send any comment letters relating to the offering statement.
After qualification of the offering statement, such e-mail addresses are not required
to remain active: Enter at least one e-mail address of the contact person for this filing (up
to 80 characters). A maximum of two e-mail addresses may be added.
●
Financial Statements: This section enables you to provide financial statements of the
most recent period contained in this offering statement.
o
●
Industry Group (select one): Select Banking, Insurance, or Other to indicate your
industry group. Based on your selection of the industry group, certain fields under
“Balance Sheet Information” and “Income Statement Information” will be grayed out
and non-editable.
Balance Sheet Information: Enter a value for each editable field under “Balance Sheet
Information” for the most recent fiscal period contained in this offering statement. The
value entered must be greater than or equal to zero in N,NNN,NNN,NNN,NNN.NN
format (up to 13 digits before the decimal and 2 digits after the decimal).
Note: The value entered in the “Total Liabilities” field must be equal to or greater than the
sum of the values entered in the following fields: Accounts Payable and Accrued
Liabilities, Policy Liabilities and Accruals, and Long Term Debt. In addition, the
value entered in the “Total Liabilities and Equity” field must equal the value
entered in the “Total Assets” field.
●
Income Statement Information: Enter a value for each editable field under “Income
Statement Information” for the most recent fiscal period contained in this offering
statement. The value entered must be greater than or equal to zero in
N,NNN,NNN,NNN,NNN.NN format (up to 13 digits before the decimal and 2 digits after
the decimal).
Enter the name of the auditor, if you select Tier 2 in Item 4. You may enter up to 150
characters.
Note: Negative values are only permitted for the following fields: Costs and Expenses
Applicable to Revenues, Net Income, Earnings Per Share - Basic, and Earnings Per
Share - Diluted.
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Figure 9-61: Item 1: Issuer Information (Bottom)
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Outstanding Securities: Enter a value for the Name of Class of securities, Units
Outstanding, the CUSIP (Committee on Uniform Securities Identification Procedures),
and the Name of Trading Center or Quotation Medium, for the three different types of
securities: Common Equity, Preferred Equity, and Debt Securities:
o
You must enter a value for Units Outstanding, and the value entered must be greater
than or equal to zero (an integer ranging from 0 to 9,999,999,999,999).
o
If a value of 0 is provided for Units Outstanding, you can optionally enter values for
Name of Class, CUSIP, and Name of Trading Center or Quotation Medium.
o
If a value greater than 0 is provided for Units Outstanding, then the following fields
are mandatory:

Name of Class (if any) (maximum of 50 characters)

CUSIP (if any) (9 characters)
Name of Trading Center or Quotation Medium (if any) (maximum of 50 characters)

o
You may enter up to ten Outstanding Securities for each type of security (Common
Equity, Preferred Equity, and Debt Securities).
o
You may only enter one CUSIP for each type of security (Common Equity, Preferred
Equity, and Debt Securities).
Item 2: Issuer Eligibility
The Issuer Eligibility screen for Form 1-A is shown in Figure 9-62. This screen allows you to
certify that the following statements are true for the issuer(s):
●
Organized under the laws of the United States or Canada, or any State, Province, Territory
or possession thereof, or the District of Columbia.
●
Principal place of business is in the United States or Canada.
●
Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
●
Not a development stage company that either (a) has no specific business plan or purpose,
or (b) has indicated that its business plan is to merge with an unidentified company or
companies.
●
Not an investment company registered or required to be registered under the Investment
Company Act of 1940.
●
Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other
mineral rights.
●
Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
●
Not, and has not been, subject to any order of the Commission entered pursuant to Section
12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this
offering statement.
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●
Has filed with the Commission all the reports it was required to file, if any, pursuant to
Rule 257 during the two years immediately before the filing of the offering statement (or
for such shorter period that the issuer was required to file such reports).
Figure 9-62: Item 2: Issuer Eligibility
Item 3: Application of Rule 262
The Application of Rule 262 screen is displayed in Figure 9-63. This screen enables you to:
●
Certify that as of the time of the filing, each person described in Rule 262 of Regulation A
is either not disqualified under that rule or is disqualified but has received a waiver of such
disqualification. (You will not be permitted to submit the filing, if the corresponding
check box is not selected.)
●
Indicate whether “bad actor” disclosure under Rule 262(d) is included in Part II of the
offering statement (i.e., events that would have been disqualifying but occurred before the
effective date of the amendments to Regulation A).
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Figure 9-63: Item 3: Application of Rule 262
Item 4: Summary Information Regarding the Offering and Other Current or Proposed
Offerings
The Summary Information Regarding the Offering and Other Current or Proposed Offerings
screen is shown in Figure 9-64 and Figure 9-65. This screen allows you to provide information
about the offering, including:
●
whether you are conducting a Tier 1 or Tier 2 offering
●
whether financial statements have been audited
●
the types and number of securities offered
●
price per security
●
the intent to offer the securities on a delayed or continuous basis pursuant to Rule
251(d)(3)
●
proposed sales by selling securityholders and affiliates
●
the intent to price this offering after qualification pursuant to Rule 253(b)
●
anticipated fees in connection with the offering
●
the names of auditors, legal counsel, underwriters, and other entities providing services in
connection with the offering
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Figure 9-64: Item 4: Summary Information Regarding the Offering and Other Current or Proposed
Offerings (Top)
Follow the steps given below to provide information regarding the offering and current or
proposed offerings:
1. Indicate whether you are conducting a Tier 1 or Tier 2 offering by selecting the
appropriate radio button.
If you select “Tier 2” offering, then the “Check the appropriate box to indicate whether
the financial statements have been audited” field will become non-editable and the
“Audited” radio button will be automatically selected. If “Tier 1” offering is selected,
you must indicate whether the financial statements are audited.
2. Specify the types of securities offered in this offering statement by selecting all
applicable check boxes. If you select the “Other” check box, enter a description of the
type of security in the corresponding field.
3. Indicate whether the issuer intends to offer the securities on a delayed or continuous
basis pursuant to Rule 251(d)(3), by selecting the appropriate radio button.
4. Indicate whether the issuer intends this offering to last more than one year, by
selecting the appropriate radio button.
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5. Indicate whether the issuer intends to price this offering after qualification pursuant to
Rule 253(b), by selecting the appropriate radio button.
6. Indicate whether the issuer will be conducting a best efforts offering, by selecting the
appropriate radio button.
7. Indicate whether the issuer used solicitation of interest communications in connection
with the proposed offering, by selecting the appropriate radio button.
8. Indicate whether the proposed offering involves the resale of securities by affiliates of
the issuer, by selecting the appropriate radio button.
9. Enter the number of securities offered. The value may range from 1 to 9,999,999,999.
10. Enter the number of securities of that class outstanding. The value may range from 0 to
9,999,999,999.
The information requested in Steps 11 through 15 below may be omitted if undetermined at the
time of filing or submission, with the exception that if a price range has been included in the
offering statement, the midpoint of that range must be used to respond. You may include zero if a
particular item is not applicable to the offering. Refer to Rule 251(a) for the definition of
“aggregate offering price” as used in this item.
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Figure 9-65: Item 4: Summary Information Regarding the Offering and Other Current or Proposed
Offerings (Bottom)
11. Enter the price per share for the security or leave the field blank if undetermined. If a
value is entered, it must be greater than zero and in the N,NNN,NNN,NNN,NNN.NN
format.
12. Enter the portion of the aggregate offering price attributable to securities being offered
on behalf of the issuer. A value equal to zero or greater must be entered in the
N,NNN,NNN,NNN,NNN.NN format.
13. Enter the portion of the aggregate offering price attributable to the securities being
offered on behalf of selling securityholders. A value equal to zero or greater must be
entered in the N,NNN,NNN,NNN,NNN.NN format.
14. Enter the portion of the aggregate offering price attributable to all the securities of the
issuer sold pursuant to a qualified offering statement within the 12 months before the
qualification of this offering statement. A value equal to zero or greater must be
entered in the N,NNN,NNN,NNN,NNN.NN format.
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15. Enter the estimated portion of aggregate sales attributable to securities that may be
sold pursuant to any other qualified offering statement concurrently with securities
being sold under this offering statement. A value equal to zero or greater must be
entered in the N,NNN,NNN,NNN,NNN.NN format.
16. The sum of the aggregate offering prices in the four preceding paragraphs is
automatically populated in the “Total” field, and is not editable.
Note: If the total value is above $20 million, Tier 1 cannot be selected in Step 1 since
the “Total” exceeds that allowable for a Tier 1 offering. A Tier 2 offering must
be selected in Step 1 for aggregate offering prices that exceed $20 million in
total.
17. In the table displayed, enter the names of service providers and the anticipated fees in
connection with this offering.
In the “Name of Service Provider” column, enter the names of the service providers
receiving anticipated fees in connection with this offering.
In the “Fees” column, enter the amount of anticipated fees in connection with this
offering for this service provider. The value must be equal to or greater than zero and
in NNN,NNN,NNN,NNN.NN format (Up to 13 digits before the decimal and 2 digits
after the decimal). If a value is entered in the “Fees” row, a corresponding entry in the
“Name of Service Provider” row is required, unless the fee is 0.
18. Enter the valid 9 digit CRD number of any broker or dealer listed.
19. Enter the amount of estimated net proceeds to the issuer. A value equal to zero or
greater must be entered in N,NNN,NNN,NNN,NNN.NN format.
20. If necessary, you can provide clarification in the “Clarification of responses (if
necessary)” field. Clarifications should not exceed 255 characters.
Item 5: Jurisdictions in Which Securities are to be Offered
The Jurisdictions in Which Securities are to be Offered screen is displayed in Figure 9-66. This
screen allows you to specify the jurisdictions in which the securities are to be offered.
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Figure 9-66: Item 5: Jurisdictions in Which Securities are to be Offered
Follow the steps given below to specify the jurisdictions in which the securities are to be offered:
1. From the “All US States and Jurisdictions” list box, select the jurisdictions in which
the issuer intends to offer the securities and use the [Add] button to make your
selection.

Select the [Add All] button to select all jurisdictions in the list box.
2. From the “All US States and Jurisdictions” list box, select the jurisdictions in which
the securities are to be offered by underwriters, dealers or sales persons and use the
[Add] button to make your selection.

Select the “None” check box or the “Same as the jurisdiction in which the issuer
intends to offer the securities,” as applicable.
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Item 6: Unregistered Securities Issued or Sold Within One Year
The Unregistered Securities Issued or Sold Within One Year screen is displayed in Figure 9-67.
This screen allows you to provide:
●
names of the issuer of unregistered securities that were issued or sold within one year
before this filing.
●
title of unregistered securities issued.
●
total amount of such securities issued.
●
amount of securities sold by or for the director, officer, promoter or principal security
holder or underwriter.
●
aggregate consideration for which the securities were issued and the basis for computing
the amount.
●
aggregate consideration for which the securities were issued to the director, officer,
promoter or principal security holder or underwriter and the basis for computing the
amount.
Figure 9-67: Item 6: Unregistered Securities Issued or Sold Within One Year
Follow the steps given below to provide information on unregistered securities issued or sold
within one year:
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1. Select the “None” check box to indicate that no unregistered securities were issued or
sold within one year before this filing.
.
If the “None” check box is selected, responses for fields (a) through (d) in Item 6 will
not be permitted.
However, if the “None” check box is not selected then fields (a) through (d) in Item 6
are required. Follow steps 2 to 8 to complete fields (a) through (d).
2. In (a), enter the name of the issuer. The field allows up to 150 characters.
3. In (b)(1), enter the title of securities issued. The field allows up to 255 characters.
4. In (2), enter the number of securities issued. The value may range from 1 to
9,999,999,999,999.
5. In (3), enter the number of securities issued to the described persons. The value may
range from 0 to 9,999,999,999,999.
6. In (c)(1), enter the aggregate consideration for which the securities were issued and
basis for computing the amount. The field allows up to 2000 characters.
7. In (2), enter the aggregate consideration for which the securities were issued to the
described persons and the basis for computing the amount. This field allows up to
2000 characters.
8. Enter the section of the Securities Act or Commission rule or regulation relied upon
for exemption from the registration requirements of such Act and state briefly the facts
relied upon for such exemption. This field allows up to 255 characters.
9.2.4.4 Form 1-K
Issuers must use Form 1-K to file annual reports or special financial reports for the year ended
under Regulation A. Form 1-K is composed of four tabs:
●
Filer Information
●
Tab 1 Notification
●
Summary Information Regarding Prior Offering and Proceeds
●
Documents
You must complete information on all relevant tabs and attach required documents when
submitting a Form 1-K or an amendment submission. To assist you in filing Form 1-K and its
amendment, a comprehensive description of each screen is given below. For information on the
Documents tab, refer to Section 9.2.4.6, “Documents.”
Filer Information
This screen allows you to enter issuer information, such as the Issuer CIK and CCC, File Number,
and Contact Information. Based on the information provided on this screen, certain fields such as
IRS Employee Identification Number and Jurisdiction of Incorporation associated with the CIK
entered will be pre-populated on the Tab 1 Notification screen. For more information, refer to
Section 9.2.4.2, “Filer Information.”
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Tab 1 Notification
The Tab 1 Notification screen for Form 1-K is shown in Figure 9-68. This screen enables you to
specify if the form 1-K is an annual report or special financial report for the fiscal year ended. It
also allows you to provide the following disclosures including:
●
issuer name
●
jurisdiction of incorporation
●
IRS Employee Identification Number
●
principal or main office where issuer’s business is conducted
●
title of each class of securities issued pursuant to Regulation A
Figure 9-68: Form 1K: Tab 1 Notification
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The following fields on the Tab 1 Notification screen are pre-populated with information
maintained in EDGAR for the issuer CIK. Pre-populated data that is non-editable appears dim on
the screen.
●
Fiscal Year End: Displays the date entered in the “Period” field in the Filer Information
screen
●
Exact name of issuer as specified in the issuer’s charter: Displays the name of the
issuer. This field is pre-populated from the entity name associated with CIK number
entered on the Filer Information screen, and is not editable
●
Jurisdiction of incorporation / organization: Displays the jurisdiction in which the
business is registered. This field is pre-populated from the EDGAR company information,
associated with the CIK number entered on the Filer Information screen. The system
allows you to edit the field if the ‘Jurisdiction of Incorporation/Organization’ information
is incorrect in the company database.
●
I.R.S. Employer Identification Number: Displays the IRS Employer Identification
Number. This field is pre-populated based on the CIK number entered on the Filer
Information screen when there is an I.R.S employer identification number associated with
the CIK/company. If EDGAR does not have a record of the ‘IRS Number,’ you must enter
a valid I.R.S Employer Identification Number (in the format DD-DDDDDDD where D is
a digit)’. If you do not have an I.R.S. Employer Identification Number, enter
“00-0000000.”
Making Changes to Issuer/Company Information
If you need to make changes to the issuer/company information click the hyperlinked word “here”
within ‘Changes to company information that is auto-populated on this submission, and appears
as non-editable, including Company Name, Contact Address, Fiscal Year End, and Jurisdiction of
Incorporation may be made here.’ You will be directed to the Retrieve/Edit Data screen on a new
browser window, where you may modify this information maintained in EDGAR. However, the
modified information will only be displayed on the applicable fields on Form 1-K if you exit the
current session and restart the filing process.
Complete the remaining fields on the Tab 1 Notification screen.
●
Address of Principal Executive Offices: Enter the address of the principal or main office
where issuer’s business is conducted.
●
Phone Number: Enter the phone number of the contact person at the company’s principal
executive offices. You can include up to 20 alphanumeric characters and hyphens may be
included to improve readability.
●
Title of each class of securities issued pursuant to Regulation A: Enter the title of each
class of securities issued pursuant to Regulation A. You can enter up to 100 responses.
Summary Information Regarding Prior Offering and Proceeds
The Summary Information Regarding Prior Offering and Proceeds screen is shown in
Figure 9-69. The screen enables you to provide information regarding offerings and proceeds for
any Regulation A offering that has terminated or completed prior to the filing of this Form 1-K.
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Figure 9-69: Form 1-K: Summary Information Regarding Prior Offering and Proceeds
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Follow the steps given below to provide information regarding offerings and proceeds:
1. If the ‘Summary Information Regarding Prior Offering and Proceeds’ information was
previously reported in a manner permissible under Rule 257, then select the
corresponding check box and leave the rest of the fields on this screen empty.
Alternatively, if the ‘Summary Information Regarding Prior Offering and Proceeds’
information was not previously reported in a manner permissible under Rule 257, then
do not select the corresponding check box and complete the remaining fields on this
screen.
2. Enter the Commission File Number of the offering statement. The field allows up to
17 characters and only one file number may be included for each issuer. The prefix
may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional
suffix may contain 1-4 characters, and the fields are separated with a hyphen. Sample
value: 024-00000-1.
3. Enter the date of qualification of the offering statement. The date entered must be in
the format MM-DD-YYYY where MM is the 2-digit month of the year, DD is the
2-digit day of the month, and YYYY is the 4-digit year. A sample value is
“07-26-2007”. A future or same date is not permitted.
4. Enter the date of commencement of the offering. The date entered must be in the
format MM-DD-YYYY where MM is the 2-digit month of the year, DD is the 2-digit
day of the month, and YYYY is the 4-digit year. A sample value is “07-26-2007”. A
future date or same date is not permitted.
5. Enter the amount of securities qualified to be sold in the offering. The value may range
from 1 to 9,999,999,999,999.
6. Enter the amount of securities sold in the offering. The value may range from 0 to
9,999,999,999,999.
7. Enter the price per security. The value must be greater than or equal to zero and in
NNN,NNN,NNN,NNN.NN format.
8. Enter the portion of aggregate sales attributable to securities sold on behalf of the
issuer in the corresponding field. If no securities were sold on behalf of the issuer, then
enter zero. You must provide a value in this field if the check box at the top of the
Summary Information Regarding Prior Offering and Proceeds screen was not selected,
indicating that information was previously reported in a manner permissible under
Rule 257. The value entered must be greater than or equal to zero and in
NNN,NNN,NNN,NNN.NN format.
9. Enter the portion of the aggregate sales attributable to securities sold on behalf of
selling securityholders in the corresponding field. If no securities were sold on behalf
of selling securityholders, then enter zero. You must provide a value in this field if the
check box at the top of the Summary Information Regarding Prior Offering and
Proceeds screen was not selected, indicating that information was previously reported
in a manner permissible under Rule 257. The value entered must be greater than or
equal to zero and in NNN,NNN,NNN,NNN.NN format.
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10. In the table displayed, enter the names of the service providers and their fees in
connection with this offering.
In the “Name of Service Provider” column, enter the name of the service provider that
is receiving fees in connection with this offering.
In the “Fees” column, enter the amount of fees in connection with this offering for the
service provider. The value must be equal to or greater than zero and in
NNN,NNN,NNN,NNN.NN format (Up to 13 digits before the decimal and 2 digits
after the decimal). If a value is entered in the “Fees” row, a corresponding entry in the
“Name of Service Provider” row is required, unless the fee is 0.
11. Enter a valid 9 digit CRD number of any broker or dealer listed.
12. Enter the amount of net proceeds to the issuer in the text box provided. A value equal
to zero or greater must be entered in N,NNN,NNN,NNN,NNN.NN format (13 digits
before the decimal and 2 digits after the decimal).
13. If necessary, you can provide clarification in the “Clarification of responses (if
necessary)” field. Clarifications should not exceed 255 characters.
9.2.4.5 Form 1-Z
Issuers must use Form 1-Z to file an exit report under Regulation A. Form 1-Z is composed of five
tabs:
●
Filer Information
●
Preliminary Information
●
Part I Summary Information Regarding the Offering and Proceeds
●
Part II Certification of Suspension of Duty to File Reports
●
Signature
To assist you in filing Form 1-Z and its amendment, a comprehensive description of each screen
is given below.
Filer Information
This screen allows you to enter issuer information, such as the Issuer CIK and CCC, File Number,
and Contact Information. Based on the information provided on this screen, certain fields on the
Preliminary Information screen will be pre-populated such as Commission File Number and
Jurisdiction of Incorporation associated with the CIK entered. For more information, refer to
Section 9.2.4.2, “Filer Information.”
Preliminary Information
The Preliminary Information screen is shown in Figure 9-70. This screen allows you to provide
the address and phone number of the issuer’s Principal Executive Offices and any additional file
numbers.
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Figure 9-70: Form 1-Z: Preliminary Information
The following are the data entry conventions for the Preliminary Information screen:
●
Exact name of issuer as specified in the issuer’s charter: This field is pre-populated
with the name of the issuer, based on the CIK provided in the Filer Information screen and
is non-editable.
●
Address of Principal Executive Offices: Enter the address of the principal executive
office.
●
Phone Number: Enter the phone number of the contact person at the company’s principal
executive office. This field allows 20 alphanumeric characters.
●
Commission File Number(s): This field is pre-populated with the file number provided
on the Filer Information screen. Additional file numbers for the issuer can be provided
using the [Add] button; a maximum of five file numbers may be added.
Making Changes to Company Information
If you want to make changes to the company information maintained in EDGAR (e.g.,
Commission File Number), click the hyperlinked word “here” within ‘Changes to company
information that is auto-populated on this submission, and appears as non-editable, including
Company Name, Contact Address, Fiscal Year End, and Jurisdiction of Incorporation may be
made here.’ You will be directed to the Retrieve/Edit Data screen on a new browser window
where you may modify this information maintained in EDGAR. However, the modified
information will only be displayed on the applicable fields on Form 1-Z if you exit the current
session and restart the filing process.
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Part I Summary Information Regarding the Offering and Proceeds
The Part I: Summary Information Regarding the Offering and Proceeds screen is displayed in
Figure 9-71. This screen allows you to provide summary information on completed offerings and
proceeds.
Note: You can provide details of each security offering (up to five offerings) in Part I. If data is
entered for any field on this screen, then all required fields on this screen must be
completed prior to submission. Offerings provided on a previously submitted Form 1-K
do not need to be added to Part I of Form 1-Z.
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Figure 9-71: Form 1-Z: Part I Summary Information Regarding the Offering and Proceeds
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Follow the steps given below to provide the summary information regarding the offering and
proceeds:
1. Enter the date of qualification of the offering statement. The date entered must be in
the format MM-DD-YYYY where MM is the 2-digit month of the year, DD is the
2-digit day of the month, and YYYY is the 4-digit year. A sample value is
“07-26-2007”. A future date is not permitted.
2. Enter the date of commencement of the offering. The date entered must be in the
format MM-DD-YYYY where MM is the 2-digit month of the year, DD is the 2-digit
day of the month, and YYYY is the 4-digit year. A sample value is “07-26-2007”. A
future date is not permitted.
3. Enter a value greater than or equal to zero, up to 13 digits, to specify the amount of
securities qualified to be sold in the offering. The value may range from 0 to
9,999,999,999,999.
4. Enter a value greater than or equal to zero, up to 13 digits, to specify the amount of
securities sold in the offering. The value may range from 0 to 9,999,999,999,999.
5. Enter the price per security. The value must be greater than or equal to zero and in
NNN,NNN,NNN,NNN.NN format. Leave the field blank if it is not applicable.
6. Enter the portion of aggregate sales attributable to securities sold on behalf of the
issuer. If no securities were sold on behalf of the issuer, then enter zero. The value
must be greater than or equal to zero and in NNN,NNN,NNN,NNN.NN format.
7. Enter the portion of aggregate sales attributable to securities sold on behalf of selling
securityholders. If no securities were sold on behalf of the selling securityholders, then
enter zero. The value must be greater than or equal to zero and in
NNN,NNN,NNN,NNN.NN format.
8. In the table displayed, enter the names of the service providers and their fees in
connection with this offering. If you provide a value greater than zero in the “Fees”
row, then provide the name of the corresponding service provider in the “Name of
Service Provider” row.
9. Enter a valid nine-digit CRD number of any broker or dealer listed.
10. Enter the amount of net proceeds to the issuer. The value must be greater than or equal
to zero and in N,NNN,NNN,NNN,NNN.NN format.
11. If necessary, you can provide clarification in the “Clarification of responses (if
necessary)” field. Clarifications should not exceed 255 characters.
Part II Certification of Suspension of Duty to File Reports
The Part II Certification of Suspension of Duty to File Reports screen is displayed in Figure 9-72.
This screen allows you to provide a certification of Suspension of Duty to File Reports for an
offering.
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Figure 9-72: Form 1-Z: Part II Certification of Suspension of Duty to File Reports
If data is entered for any field on this screen, then all required fields on this screen must be
completed prior to submission. Follow the steps given below to complete the Part II Certification
of Suspension of Duty to File Reports screen:
1. Enter the title of each class of securities issued pursuant to Regulation A. You can add
up to 100 titles.
2. Enter the SEC-supplied file number in the Commission File Number(s) text box. You
can add a maximum of five file numbers for the issuer by using the [Add] button.
3. Enter the approximate number of holders of record as of the certification date in the
corresponding field.
Signature
The Signature screen is displayed in Figure 9-73 and allows an officer of the issuer or any other
duly authorized person to provide a signature by typing the name in the Signature field.
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Figure 9-73: Form 1-Z: Signature
The following are the data entry conventions for the Signature screen:
1. Name of issuer as specified in charter: This field is pre-populated with the name of
the Issuer or Co-issuers, based on the CIK number provided in the Filer Information
screen and is non-editable.
2. By: Enter the full name (i.e., first name, middle name, and last name) of the individual
signing the form. Initials are not acceptable, unless they are part of the individual's
legal name.
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3. Date: Enter a past or the current date. The date entered must be in the MM-DD-YYYY
format where MM is the 2-digit month of the year, DD is the 2-digit day of the month,
and YYYY is the 4-digit year. A future date is not permitted.
4. Title: Enter the title of the person signing the form.
9.2.4.6 Documents
The Attach Documents List screen is shown in Figure 9-74 and enables you to upload the
attachments necessary for submission form types 1-A, 1-A/A, DOS, DOS/A, 1-A POS, 1-K, and
1-K/A.
Figure 9-74: Form 1-A: Attach Documents List
The following are important notes to consider when attaching documents to a submission:
●
Refer to Appendix E, Section E.4.9 in this volume for a list of exhibits applicable to 1-A,
1-A/A, 1-A POS, DOS, DOS/A, 1-K, and 1-K/A submission form types.
●
You can upload multiple attachments to a 1-A, 1-A/A, 1-A POS, DOS, DOS/A, 1-K or
1-K/A submission.
●
For submission form types, 1-A, 1-A/A, 1-APOS, DOS, and DOS/A it is mandatory that
you include Part II and III document attachments. Similarly, for submission form types
1-K and 1-K/A you are required to include at least one Part II document.
●
You can upload GRAPHIC, COVER, and CORRESP document attachments for
submission form types 1-A, 1-A/A, 1-A POS, 1-K and 1-K/A. Issuers can upload the same
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document attachments with submission form type DOS and DOS/A, with the exception of
the CORRESP document.
●
You can upload the document attachments in *.txt, *.htm, *.jpg, and *.pdf formats as
applicable. EDGAR must receive all official documents in either ASCII format or HTML
format (with optional JPG or GIF Graphic support files) or the submission will be
suspended. However for the following exhibits, HTML, ASCII, and PDF formats are all
acceptable as official documents:
o EX1A-13 TST WTRS
o EX1K-13 TST WTRS
●
The maximum size of all Regulation A submissions, including all attached documents,
must not exceed 200 MB. Refer to Chapter 5, “Constructing Attached Documents and
Document Types” in this Volume for information on EDGAR standards for document
attachments. Attaching files that do not meet these standards may cause your filing to be
suspended.
Adding and Deleting a Document
To add a document, follow the steps given below:
1. Click the [Add Document] button on the Attach Documents List screen. The Select
File window is displayed.
2. Select the file you want to attach and click the [Open] button. The name of the
attached file is displayed in the File Name field.
Note: The file name must follow the EDGAR file naming standards described in
Section 5.1.1, “File Naming Standards.”
3. Select the document type from the values displayed in the Type field.
When attaching exhibits to a 1-A, 1-A/A, 1-A POS, DOS, DOS/A, 1-K and 1-K/A
submission, you can further define the document type being submitted. To do this:
a. Click the Pen icon to make the Type field editable.
b. Add a decimal point (.) after the last character of the document type exhibit name,
followed by a number, and enter up to 20 characters in the Type field. For
example, “EX1A-15 ADD EXHB.001”.
4. Enter a description for the attached document in the Description field. This field is
optional and allows you to include up to 255 characters.
5. If you want to add multiple attachments, repeat steps 1 to 4.
To delete a document, follow the steps given below:
1. Select the check box adjacent to the document you want to delete and click the [Delete
Document] button. A window prompts you to confirm that you want to delete the
document.
a. Click the [Yes] button to confirm deletion. EDGAR removes the document from
the submission.
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b. Click the [No] button to return to the Attached Documents List screen.
Before you transmit your submission, we recommend that you validate your document
attachments.
Validating a Document
You can validate the document for errors by using the Doc Validation function.
1. Attach your documents to the EDGAR submission as described above.
2. Select the check box for the document you want to validate.
3. Click the [Validate Document] button.
If there are no errors in the document, then the Errors field displays a value of zero.
Proceed to step 6.
If there are errors in the document, then the Errors field displays a value that
corresponds to the number of errors in the document. Proceed to step 4.
4. Click the value in the Errors field for the document that contains errors. A Document
Validation window opens and lists the errors in the document.
Figure 9-75: Validating a Document
5. Correct any document errors using the tool that you used to create the document.
6. Transmit your submission, once your submission has been compiled and validated.
9.2.4.7 Validation and Submission
When you have entered data on a 1-A, 1-A/A, DOS, DOS/A, 1-APOS, 1-K, 1-K/A, 1-Z, or 1-Z/A
submission form type and are ready to submit the filing, click the [Submit] button at the top of the
screen.
The system validates the form to ensure that you have completed all the required fields. (Required
fields are indicated by an asterisk to the right of the label name. For example, Issuer CIK* is a
required field.) If EDGAR detects invalid information for a field at the individual screen level, a
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red ‘x’ icon is displayed within the field. Clicking the icon displays a message describing the type
of information that belongs in the field to help you correct the errors. A ‘red x’ icon is also
displayed on the tabs that contain incomplete or invalid information.
Figure 9-76: Validating submission type 1-Z
You must complete any missing information and correct any errors before re-attempting to submit
your form to EDGAR. If you are filing a “Live” submission and there are no errors in the form,
the system displays a Confirmation/Warning screen. Alternatively, if you are filing a “Test”
submission and there are no errors in the form, the system displays an Acknowledgment screen
(refer to Figure 9-78 for details).
Confirmation/Warning
The Confirmation screen (shown in Figure 9-77) is displayed when you are filing a “Live”
submission. This screen prompts you for confirmation prior to transmitting your “Live”
submission.
Click [Transmit LIVE Submission] to transmit the submission to EDGAR. If you do not want to
transmit the ‘Live’ submission, click [Cancel] on the Confirmation screen.
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Figure 9-77: Confirmation/Warning Screen
If the submission transmits successfully, an Acknowledgment screen is displayed.
Submission Acknowledgment
The Acknowledgment screen is shown below (Figure 9-78) and it provides acknowledgment of
your “Live” or “Test” Regulation A submission transmission. Retain the accession number of the
submission for your records.
Figure 9-78: Acknowledgment Screen
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9.2.5
File Form 13H Submission
This section describes the main screens of Form 13H (Large Trader Registration Information
Required of Large Traders Pursuant to the Securities Exchange Act of 1934 and Rule 13h-1
Thereunder).
Form 13H has the following variants (submission form types):
●
Initial Filing – Submission form type 13H
●
Annual Filing – Submission form type 13H-A
●
Amended Filing – Submission form type 13H-Q
●
Inactive Status – Submission form type 13H-I
●
Termination Filing – Submission form type 13H-T
●
Reactivated Status – Submission form type 13H-R
Form 13H is composed of the following sections:
File Form 13H: Specifies the type of filing that the filer is submitting.
Form 13H: Filer Information: Information regarding the Form 13H filer.
Large Trader Information: Specifies the fields that correspond to the chosen submission form
type and includes information pertaining to the Large Trader.
Authorized Person: Information of the person authorized to make the submission on behalf of
the filer.
Item 1: Businesses of the Large Trader: Information regarding the businesses engaged in by the
filer and its affiliates.
Item 2: Securities and Exchange Commission Filings: Specifies whether the filer or any of its
affiliates file any other forms with the Commission.
Item 3: CFTC Registration and Foreign Regulators: Specifies whether the filer or any of its
affiliates is registered with the CFTC or is regulated by a foreign regulator.
Item 4: Organization Information: Requires the filer to upload an organizational chart and
identify Securities Affiliates as well as list any LTID suffixes used.
Item 5: Governance of the Large Trader: Information regarding the nature of incorporation of
the large trader. Specifies the names of any general partners or limited partners that own more
than 10% of the large trader, the names of any executive officers, directors or trustees of the large
trader, and the jurisdiction (state, province, or country) in which the large trader is organized.
Item 6: List of Broker-Dealers At which the Large Trader or its Securities Affiliates has an
Account: Lists each broker-dealer with which the filer and its affiliates have an account and their
applicable category.
Documents: Allows you to upload an organizational chart as a document attachment to the
EDGAR submission as required in Item 4: Organization Information.
Instructions: Displays the instructions for completing Form 13H.
Note: Large Trader Information and Items 1-6 are required to be completed on submission form
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types 13H, 13H-A, and 13H-Q only. Items 1-6 are not part of the submission form types
13H-I, 13H-R, and 13H-T.
9.2.6
Completing a Form 13H Submission
To aid you in completing a Form 13H or any of its variants (13H-A, 13H-Q, 13H-I, 13H-T,
13H-R), a selection of the primary screens is shown below.
Note: For 13H and 13H variants no filer-constructed XML submissions will be accepted.
File Form 13H
The File Form 13H screen is shown below (Figure 9-79). This screen allows you to specify the
type of 13H filing.
Figure 9-79: File Form 13H
Select the type of filing from this screen:
●
If you are filing an initial Form 13H submission, select the Initial Filing (13H) option.
●
If this is an annual filing, select the Annual Filing (13H-A) option.
Note: You can use the 13H-A form type to jointly satisfy the annual and fourth-quarter
amendment filing requirements. Select the “Annual Filing” radio button and the
“Joint Annual and Amended (4th Quarter) Filing” check box to designate your
Annual Filing as an Amended Filing.
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●
If this is an amended filing, select the Amended Filing (13H-Q) option.
●
If the Large Trader is becoming inactive, select the Inactive Status Filing (13H-I) option.
●
If you are terminating your status as a Large Trader, select the Termination Filing (13H-T)
option.
●
If you are reactivating your status as a Large Trader, select the Reactivated Status Filing
(13H-R) option.
●
If you want to continue working on a previously saved Form 13H (stored on your
computer), select the Continue With Saved 13H (stored on your computer) option.
Note: For an Annual (13H-A) or Amended (13H-Q) Filing, form data will be pre-populated
based on the CIK and the CCC entered, eliminating the need to re-enter this information.
Form 13H: Filer Information
The Form 13H: Filer Information screen is shown below (Figure 9-80). This screen allows you to
enter Form 13H filer information.
Figure 9-80: Form 13H: Filer Information
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The following are the data entry conventions for this screen:
●
Large Traders Identified in the Filing: Enter the CIK (Filer ID Number) and CCC (Filer
ID Number Confirmation Code) of the entity that is submitting the filing.
●
Is this an electronic copy of an official filing submitted in paper format?: Select this
box if this submission is a confirming electronic copy of an official filing previously
submitted on paper pursuant to Regulation S-K. A confirming copy (electronic copy of a
paper filing) is not an official filing.
●
Submission Contact Information: Enter the contact information for the filer.
Note: If there is a problem with the filing, EDGAR will contact the person you have
provided here.
●
Notification Information: Enter the e-mail address of anyone else that you want to notify
of the status of your filing (e.g., submission was accepted or suspended). After you submit
the filing, EDGAR will automatically send notification messages to the e-mail addresses
associated with the Login CIK and Submission Contact. The automated submission
notification e-mail for a 13H-A submission form type will state that the 13H-A
submission received was for an annual filing or a combined annual and fourth quarter
filing.
o
Adding or Removing Additional E-Mail Addresses

You may add additional e-mail addresses by clicking the [Add] button.
An e-mail address must be in the standard e-mail format and include one “@” and at
least one “.” after the “@”.


You may remove an e-mail address by clicking the [Delete] button next to the
e-mail address to be removed.
Note: An e-mail notification containing the Large Trader Identification Number (LTID) will be
sent to the e-mail addresses provided in the Submission Contact Information and
Notification Information fields along with the e-mail address in EDGAR for the CIK of
Large Trader.
Making Changes to Company Information
If you want to make changes to the company information maintained in EDGAR (e.g., name,
address, contact information, e-mail address), click the hyperlinked word “here” within “Changes
to company information may be made here”. You will be directed to the Retrieve/Edit Data screen
on a new browser window where you may modify this information maintained in EDGAR.
However, the modified information will only be displayed if you exit the current session and
restart the filing process.
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Large Trader Information
The Large Trader Information screen is shown in Figure 9-81. This screen has two parts.
The first part displays fields that are specific to the options chosen on the File Form 13H screen.
Listed below in Table 9-1 are the options for the File Form 13H screen and the corresponding
fields that are displayed on the Large Trader Information screen.
Note: No fields are displayed for an Amended Filing.
Table 9-1: Type of Form 13H Filing and the Corresponding Fields Displayed
Type of Form 13H Filing
Initial Filing (13H)
Fields displayed
Date identifying transactions first effected
Voluntary filing
Date of voluntary filing
Annual Filing (13H-A)
Calendar Year Ending
Joint Annual and Amended (4th Quarter) Filing
Amended Filing (13H-Q)
Not Applicable (N/A)
Inactive Status Filing (13H-I)
Date Commencing Inactive Status
Termination Filing (13H-T)
Effective Date
Reactivated Status Filing (13H-R)
Date Identifying transactions first effected, post-inactive status
The second part allows you to enter Large Trader Information. Certain fields relating to the large
trader, such as the name, business and mailing address, business telephone number, and e-mail
address will be pre-populated with information maintained in EDGAR and is non-editable in this
screen. This information can only be updated from the ‘Retrieve/Edit Data’ link on the EDGAR
Filing Website.
Notes:
(1) Filers that are registered as Broker-Dealers cannot update their company information
(except for e-mail address) through the ‘Retrieve/Edit Data’ link on the EDGAR
Filing Website. Instead, they must submit a Form BD/A (Amendment) to FINRA to
update their company information. The Form BD/A filing will automatically update
the company information in EDGAR, and thereafter the new company address
information will be pre-populated into the applicable address fields on future
EDGAR submissions.
(2) Once a Form 13H filing has been accepted, the EDGAR system will generate a
unique eight-digit LTID number and notify the filer via e-mail of their assigned
LTID. On subsequent Annual (13H-A) and Amended (13H-Q) filings, the system
will populate the LTID based on the CIK and CCC of the filer.
(3) Filers must enter a year that is earlier than the current calendar year in the Calendar
Year Ending field when filing a 13H-A filing (Annual Filing or Joint Annual and
Amended (4th Quarter) Filing).
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(4) Filers can enter their Tax Identification Number or their Social Security Number in
the Tax Identification Number field. Enter the Tax Identification Number (TIN) in
the format DD-DDDDDDD where D is a digit. Enter ‘00-0000000’ if the filer does
not have a TIN. If the filer is an individual, then provide the 9-digit Social Security
Number (SSN) in the format DDD-DD-DDDD. Enter ‘000-00-0000’ if the
individual filer does not have an SSN.
Figure 9-81: Large Trader Information
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Authorized Person
The Authorized Person screen is shown below (Figure 9-82). This screen allows you to enter the
information of the person authorized to make the submission on behalf of the filer and sign the
form.
Figure 9-82: Authorized Person
For signature, enter the signer’s name or other letters or characters adopted or authorized as the
signer’s signature in the Signature of Person Authorized to Submit this form field.
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Item 1: Businesses of the Large Trader
The Businesses of the Large Trader screen is shown below (Figure 9-83). This screen allows you
to specify the type and nature of your business and your affiliates’ business.
Figure 9-83: Businesses of the Large Trader
In Item 1(a), select as many applicable businesses engaged in by the filer and its affiliates. If the
type of business is not listed, select ‘Other (specify)’ and provide details in the corresponding text
box.
If you select ‘Investment Advisor’, you can optionally select one, both or neither of the following
options:
●
to Registered Investment Companies
●
to Hedge Funds or other Funds not registered under the Investment Company Act
In Item 1(b), provide a description of the Large Trader and each of its affiliates’ nature of business
and trading strategies.
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Item 2: Securities and Exchange Commission Filings
The Securities and Exchange Commission Filings screen is shown below (Figure 9-84).
Figure 9-84: Securities and Exchange Commission Filings
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Adding or Deleting Entities
1. To add an entity, click the [Add Entity] button. A pop up box is displayed allowing
you to enter the CIK and the Form(s) Filed.
Note: EDGAR automatically populates the entity name, if you enter a valid CIK.
2. Types of form(s) filed may be entered for each entity. To add additional form types,
click the [Add Row] button adjacent to the Form(s) Filed field. A new row is displayed
allowing you to enter the form type.
Figure 9-85: Add Entity and Form(s) Filed
To delete a form, click the [Delete Row] button adjacent to the Form(s) Filed field. A
dialog box prompts you for confirmation prior to deleting the form type.
3. To delete an entity, click the [Delete] button corresponding to the entity. A dialog box
prompts you for confirmation prior to deleting the entity.
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Attach Documents List
The Attach Documents List screen is shown below (Figure 9-86). This screen allows you to
upload an organizational chart.
Note: “Individual” filers (i.e., a natural person that is a large trader) are not required to upload an
organizational chart.
Figure 9-86: Attach Documents List
Adding or Deleting Documents
The organizational chart must be uploaded as a document attachment to the EDGAR submission
in PDF format. (Refer to Section 5.2.3.5, “Exception for PDF as Official Document,” for details
on EDGAR standards on PDF attachments.) You must upload an organizational chart, if it is
required for every 13H, 13H-A, or 13H-Q filing, irrespective of whether it was uploaded in an
earlier filing. Multiple documents can be attached provided that they are in PDF format and the
submission size does not exceed 200 MB.
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Please note that the documents attached to a submission are mimed by EDGAR before
transmission, which increases the size of the documents by approximately one third of its original
size.
To add or delete a document, follow the steps given below:
1. To add a document entry, click the [Add Document] button on the Attach Documents
List screen.
The Select File window is displayed.
2. Select the file you want to attach and click the [Open] button. The file you selected
appears in the Attach Documents List screen.
Notes:
(1) The document file name must be in upper or lower case and no longer than
32 characters in length. The names must start with a letter (a-z) or a number
(0-9) and may not contain spaces. File names may contain any number of
periods (.), hyphens (-), and underscore (_) characters.
(2) When you attach a document, the Type field is automatically populated with
ORGCHART.
3. To delete a document, select the box adjacent to the document, and click the
[Delete Document] button. A window prompts you to confirm that you want to delete
the document. If you click the [Yes] button, then EDGAR removes the document from
the submission.
Viewing a Document
To view the text of a document that has been added:
1. Click the name of the file, in the File Name field.
A separate window opens and displays the attached document for viewing or printing.
2. To return to the Attached Documents List screen, close the document window.
Validating a Document
Before you transmit your submission, we recommend that you validate your document
attachments. You can validate the document for errors by using the Doc Validation function.
1. Attach your documents to the EDGAR submission as described above.
2. Select the check box for the document you want to validate.
3. Click the [Validate Document] button.
4. If there are errors in the document, then the Errors field displays a value that
corresponds to the number of errors in the document. Proceed to step 5. If there are no
errors in the document, then the Errors field is empty. Proceed to step 7.
5.
To view the errors, click the value in the Errors field for the document that contains
errors.
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A Document Validation window opens (Figure 9-87) and lists the errors in the
document.
Figure 9-87: Document Validation Window
6. Correct any document errors using the tool that you used to create the document.
7. You can now transmit your submission, if your submission has been compiled and
validated.
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Confirmation/Warning
Once you have completed the required information on Form 13H (or a variant form type), click
[Submit] at the top of the screen to transmit your submission to EDGAR.
The Form 13H Confirmation screen is shown below (Figure 9-88). This screen prompts you for
confirmation prior to transmitting your 13H or 13H variant submission.
Figure 9-88: Form 13H Confirmation
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Submission Acknowledgment
The Transmit Submission Acknowledgment screen is shown below (Figure 9-89) and it provides
acknowledgment of your Form 13H submission transmission. Write down the accession number
for your records.
Figure 9-89: Transmit Submission Acknowledgment
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9.2.7
File Form 13F
This section describes the general process for preparing and submitting variants of Form 13F
(Information Required of Institutional Investment Managers Pursuant to Section 13(f) of the
Securities Exchange Act of 1934 and Rules Thereunder) to EDGAR for processing.
Form 13F has the following variants (submission form types):
●
13F-HR: Initial Quarterly Form 13F Holdings Report filed by institutional investment
managers (“Managers”)
●
13F-HR/A: Amendment to a Quarterly Form 13F Holdings Report filed by Managers
●
13F-NT: Initial Quarterly Form 13F Notice filed by Managers
●
13F-NT/A: Amendment to a Quarterly Form 13F Notice filed by Managers
Note: The 13F Holdings Report and 13F Combination Report are both filed using submission
form type 13F-HR. To file an amendment to either a 13F Holdings Report or a 13F
Combination Report, you must use submission form type 13F-HR/A.
9.2.8
Completing a Form 13F Submission
To assist you in completing a Form 13F submission, the screens for submission form type
13F-HR and their descriptions are included in this section.
Selecting Submission Form Type
To file a Form 13F variant, click the ‘File Form 13F’ link on the EDGAR Menu (see Figure 9-54)
of the Filing Website. The Type of Filing screen is displayed, as shown below in Figure 9-90.
Figure 9-90: Form 13F — Type of Filing Selection Screen
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Select the form type you want to submit from the Type of Filing screen:
●
If you are reporting all of your Section 13(f) securities, then select the ‘Initial Quarterly
Form 13F Holdings Report filed by institutional managers (13F-HR)’ option to file a 13F
Holdings Report.
●
If you are reporting only some of your Section 13(f) securities and the remainder is
reported on another Manager’s Form 13F, then select the ‘Initial Quarterly Form 13F
Holdings Report filed by institutional managers (13F-HR)’ option to file a 13F
Combination Report.
●
If you are not reporting any of your Section 13(f) securities and all of your Section 13(f)
securities are reported on another Manager’s Form 13F, then select the ‘Initial Quarterly
Form 13F Notice Report filed by institutional managers (13F-NT)’ option to file a 13F
Notice.
●
If you are amending a previously submitted Holdings Report or Combination Report, then
select the ‘Amendment to a Quarterly Form 13F Holdings Report filed by institutional
managers (13F-HR/A)’ option to file an amendment to submission form type 13F-HR.
●
If you are amending a previously submitted Notice, select the ‘Amendment to a Quarterly
Form 13F Notice Report filed by institutional managers (13F-NT/A)’ option to file an
amendment to submission form type 13F-NT.
●
If you want to continue working on a previously saved Form 13F variant (stored on your
computer), select the ‘Continue with Saved Form (Stored on your computer)’ option.
Throughout the filing process, you will have the ability to view the filing instructions, view and
print your form, save your form to your computer, or exit the filing process. For more information
on menu buttons (Save, Print, Instructions, etc.) available on the submission form type, refer to
Section 9.2.2, “General Information on Online Forms.”
Once you select a submission form type on the Type of Filing screen, click [Next]. You will be
directed to the Filer Information screen specific to the selected form type.
Note: Form 13F is composed of five tabs. Based on the filing type selected, you must complete
all applicable tabs prior to submitting the filing to EDGAR for processing. The table
below lists the tabs applicable for each Form 13F submission type.
Table 9-2: Form 13F variants and its applicable tabs
Tabs
Submission Form Types
Filer Information
13F-HR, 13F-HR/A, 13F-NT, and 13F-NT/A
Cover Page
13F-HR, 13F-HR/A, 13F-NT, and 13F-NT/A
Signature
13F-HR, 13F-HR/A, 13F-NT, and 13F-NT/A
Summary Page
13F-HR and 13F-HR/A
Documents
13F-HR and 13F-HR/A
Refer to the [Instructions] menu button located on the top right corner of the selected form
type for General Instructions, Instructions for Confidential Treatment Requests, and
Special Instructions (for Cover Page, Summary Page, and Information Table).
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Filer Information
The Filer Information screen shown below (Figure 9-91) is specific to submission form type
13F-HR. This screen allows you to enter Form 13F filer information. Based on the type of
submission selected, the screen title displays the type of Form 13F being submitted.
Figure 9-91: Filer Information Screen – Submission Form Type 13F-HR
Note: It is necessary to provide a valid filer CIK and CCC on the Filer Information screen before
entering any other data or navigating to other screens. Based on the CIK/CCC entered,
certain fields on the Cover Page screen are pre-populated with information maintained in
EDGAR.
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The following are the data entry conventions for the Filer Information screen:
●
Filer CIK and Filer CCC: Enter the CIK and CCC of the filer. Once you enter a valid
CIK and CCC, these fields become non-editable.
●
Period: Enter the end date of report or period of filing which is the last day of the calendar
year or quarter. Allowable date values are 03-31-YYYY, 06-30-YYYY, 09-30-YYYY,
and 12-31-YYYY. A future date is not allowed.
●
Is this a LIVE or TEST submission?: Select the radio button to mark the submission as
a LIVE or TEST filing. The default selection for this button is LIVE. Select the “TEST”
radio button if you want to submit a test filing and EDGAR will treat the submission as a
test and it will not be disseminated.
●
Would you like a return copy?: Select the “Yes” check box if you want a Return Copy
of your submission. Copies of accepted LIVE filings and accepted or suspended TEST
filings are stored on the EDGAR Filing Website. Requested return copies of the filings are
not sent via e-mail. You can download them via the EDGAR Filing Website.
●
Is this an electronic copy of an official filing submitted in paper format?: Select the
“Yes” check box only if your submission is a confirming electronic copy of an official
filing previously submitted on paper. Enter the standard EDGAR file number in the
corresponding File Number field (displayed upon selecting “Yes”).
●
Submission Contact Information: Enter the name, phone number, and e-mail address of
the person you would like the SEC to contact regarding any questions concerning the
submission.
●
Notify via Filing website only?: Select the “Yes” check box to download the filing status
notification from the EDGAR Filing Website. Selecting this option restricts EDGAR from
sending e-mail notifications of filing status.
●
Notification E-mail Address: Enter the e-mail address of any additional individuals you
want to notify the status of your filing (e.g., submission was accepted or suspended). You
may enter up to three addresses by clicking the [Add E-mail] button.
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Cover Page
The Cover Page screen for submission form type 13F-HR/A is shown below (Figure 9-92). This
screen allows you to select the report type being submitted.
Figure 9-92: Cover Page – Submission Form Type 13F-HR/A
Report for the Calendar Year or Quarter Ended: This field is non-editable and
pre-populated with the date provided for the Period field on the Filer Information screen.
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Check here if Amendment: This field is non-editable and pre-populated based on your
selection (13F-HR/A or 13F-NT/A) on the Type of Filing screen. When filing an amendment,
you must provide an amendment number and amendment type in the corresponding fields
displayed.
●
Amendment Number: Enter a value between 1 and 99 in the Amendment Number text
box. Multiple amendments to a filing for a quarter are permitted. The number assigned for
each amendment reflects the order in which such amendments are filed in a quarter, and
distinguishes the amendments from one another.
●
This Amendment: Select a radio button to indicate if this amendment “Is a restatement”
or “Adds new holdings entries”.
o
If ‘Adds new holdings entries’ is selected (as shown in Figure 9-92), check the
corresponding box if any of the new entries in this filing were previously reported on a
confidential Form 13F filing. Provide the date the confidential Form 13F was filed and
the date on which the confidential treatment expired or the request was denied.
Note: Amended filings, when it is a restatement, will supersede the original filing. When
new holding entries are added, the amended filing will supplement the original
filing. Your public Form 13F filing for a given calendar quarter must be amended
within six business days of either the notification of denial of your confidential
treatment request or the expiration of confidential treatment.
Institutional Investment Manager Filing this Report: The Name and Address fields are
non-editable and pre-populated based on the Filer CIK and CCC. The Form 13F File Number
field is non-editable and populated upon submission of this filing.
Report Type: This field allows you to select the type of report being filed.
●
If 13F-NT was selected as the submission type on the Type of Filing screen, the “13F
Notice” radio button is pre-populated and the ‘List of Other Managers Reporting for this
Manager’ section is displayed.
●
If 13F-HR was selected as the submission type on the Type of Filing screen, you must
select either “13F Holdings Report” or “13F Combination Report” radio button to indicate
the type of report being filed.
o
If you select the “13F Combination Report” radio button, then the ‘List of Other
Managers Reporting for this Manager’ section is displayed.
List of Other Managers Reporting for this Manager: This section allows you to provide
the Other Manager’s CIK and Form 13F file number unless the Other Manager is a first-time
filer, and in this case:
1. Enter the full legal name of the Other Manager in the Name field. (The Name field is
pre-populated and non-editable if a valid CIK was entered in the CIK field.)
2. Enter the file number for the Other Manager reporting your securities holdings in the
Form 13F File Number field, unless this is a first-time filer.
3. Click the [Add Manager] button to list additional Managers.
4. Click the [Delete] button displayed next to an entry to delete a Manager.
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Do you wish to provide explanatory information pursuant to Special Instruction 5?: The
default response is “No”. Select the “Yes” radio button if you wish to provide additional
information. Then, enter the additional information for this filing in the Additional
Information field displayed.
Making changes to Company Information: If you need to make changes to the company
information maintained in EDGAR (e.g., name, address, contact information), click the
hyperlinked word “here” within ‘Changes to company information may be made here’. You will
be directed to the Retrieve/Edit Data screen on a new browser window where you may modify
this information maintained in EDGAR. However, the modified information will only be
displayed if you exit the current session and restart the filing process.
Signature
The Signature screen is shown below (Figure 9-93). This screen identifies the person signing this
report on behalf of the Reporting Manager and provides a signature to certify that the information
provided in this submission is true and accurate.
Figure 9-93: Signature Screen – Submission Form Type 13F-HR
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Summary Page
The Summary Page screen is shown below (Figure 9-94). This screen allows you to provide a
summary of the report including the number of Other Included Managers.
Figure 9-94: Summary Page Screen – Submission Form Type 13F-HR
The Summary Page screen must be completed if you are filing submission form type 13F-HR or
its amendment.
Number of Other Included Managers: The value entered in this field must match the
number of Managers you will list under the ‘List of Other Included Managers’ section. (If the
value entered is zero for this field, then the ‘List of Other Included Managers’ section will
state “None”.)
Form 13F Information Table Entry Total: Enter the total number of line entries providing
holdings information included in the Information Table.
Form 13F Information Table Value Total: Enter the aggregate fair market value of all
holdings reported in this report. The value entered for this field is the total for Column 4 of all
line entries in the Information Table and must be rounded to the nearest one thousand dollars
(with “000” omitted).
Note: Select the “Confidential information has been omitted from the public Form 13F report
and filed separately with the U.S. Securities and Exchange Commission” check box to
indicate if any confidential information has been left out from this public 13F-HR filing
and is filed separately with the Commission.
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List of Other Included Managers: If this submission reports holdings of one or more
Managers, other than the Manager filing this report, then identify each such Manager in this
section.
1. Enter the number assigned to the Other Included Manager in the No. field. The
number assigned must be entered in sequential order and need not be consecutive.
2. Enter the full legal name of the Other Included Manager in the Name field. (The Name
field is pre-populated and non-editable if a valid CIK was entered in the CIK field.)
3. Enter the file number for the Other Included Manager in this report, unless this is a
first-time filer.
4. Click the [Add Manager] button to list additional Managers.
5. Click the [Delete] button displayed next to an entry to delete a Manager.
Documents
The Attached Documents List screen is shown below (Figure 9-95). This screen allows you to
attach only the Information Table in XML format on submission form types 13F-HR and
13F-HR/A.
Figure 9-95: Attached Documents List Screen – Submission Form Type 13F-HR
Prepare the Information Table in XML format using the table title, column headings, and format
provided in the “EDGAR Form 13F XML Technical Specification” document. For an explanation
of the column headings and table title, refer to Special Instruction 12 on the General Instructions
screen accessible by clicking the [Instructions] button on the top right menu. Note that an
Information Table must be attached on all 13F-HR and 13F-HR/A submissions. For those filings
on which there are no Issuers, the filer should provide a value of “0” for each XML tag
representing a column with the exception of Column 7 and the third column of Column 5, which
are optional and may be left blank.
Attach the completed Information Table using the [Add Document] button. For details on how to
add, delete or validate a document, refer to “Attach Documents List” in Section 9.2.4. Only one
document can be attached to your 13F-HR or 13F-HR/A submission.
Note: Once you have completed the form online, use the [Print] button to view and/or print the
attached Information Table prior to submission. You may also print a blank form or the
current form to review or keep for your records.
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Form 13F Submission
Once you have completed the required information on a selected Form 13F, click [Submit] at the
top of the screen to transmit your submission to EDGAR. The Confirmation screen is displayed.
Figure 9-96: Confirmation Screen
●
If you do not want to transmit the live submission, click [Cancel] on the Confirmation
screen; this returns you to the Filer Information screen.
●
To submit your filing to EDGAR for processing, click [Transmit LIVE Submission] on
the Confirmation screen. An Acknowledgment screen is displayed.
Figure 9-97: Acknowledgment Screen
The Acknowledgment screen provides acknowledgment of your Form 13F submission. Write
down the accession number of the filing for your records.
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9.2.9
File Municipal Advisor Forms
This section describes the general process for preparing and submitting Municipal Advisor forms
and its variants (Municipal Advisor Registration Required Pursuant to Section 15B(a)(2) of the
Securities Exchange Act of 1934 and the Rules Thereunder) to EDGAR for processing.
Municipal Advisor forms have the following variants (submission form types):
●
MA: Application for Municipal Advisor Registration
●
MA-A: Annual Update of Municipal Advisor Registration
●
MA/A: Amendment of a Prior Application for Registration
●
MA-I: Information Regarding Natural Persons Who Engage in Municipal Advisory
Activities
●
MA-I/A: Amendment of a previously submitted Form MA-I
●
MA-NR: Designation of U.S. Agent for Service of Process for Non-Residents
●
MA-W: Notice of Withdrawal from Registration as a Municipal Advisor
Each Municipal Advisor form contains several tabs on the left navigation pane. The tabs contain a
number of questions that are organized into Items, Schedules, and Disclosure Reporting Pages
(DRPs) for the selected submission form type. You must complete the entire Municipal Advisor
form online, including all applicable schedules and any required Disclosure Reporting Pages
(DRPs), attach all required documents, and electronically execute the form.
Note: Form MA-NR, which must be printed out, signed, and notarized before being filed, is
submitted as a PDF attachment to Form MA or Form MA-I, as applicable. You can obtain
Form MA-NR from the SEC’s Public Website (http://www.sec.gov/forms).
When filing a Municipal Advisor form, you may view the filing instructions, print a blank or a
partially completed form, save the form to your computer, or exit the form using the menu buttons
available on the form type. For more information on the menu buttons, refer to Section 9.2.2,
“General Information on Online Forms.”
Important: You should save the form data frequently to avoid losing any submission data.
Certain information must be provided on the modal windows displayed on the form.
You must provide a valid response to each question on the modal window before
any of your information can be saved. Invalid or incomplete responses will prevent
you from closing the modal window and saving your information.
Before you begin the filing process, gather all the information you would need to complete a
Municipal Advisor form. We recommend that you print the blank submission form type to help
you gather all necessary information to file a Municipal Advisor form.
9.2.10 Completing a Municipal Advisor Form Submission
To assist you in completing a Municipal Advisor submission, the screens for submission form
types MA, MA-I, and MA-W and their descriptions are included in the following sub-sections.
Refer to #14 on the “Instructions for the Form MA Series” document (displayed upon clicking the
Instructions tab on the navigation pane) for instructions on how to complete Form MA-NR.
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Selecting Submission Form Type
To file a Municipal Advisor form, click the ‘File Municipal Advisor Forms’ link on the EDGAR
Menu of the Filing Website (see Figure 9-54). The File Municipal Advisor Forms screen is
displayed (Figure 9-98), allowing you to select the type of filing you want to submit.
Figure 9-98: File Municipal Advisor Forms
If you are a Business Entity (Firm) filing an:
●
Application for municipal advisor registration, select the ‘Initial Filing for Municipal
Advisors (MA)’ option.
o
Select the ‘Initial Filing for Natural Persons Who Engage in Municipal Advisory
Activities (MA-I)’ option to provide information on each associated person of the firm
who engages in municipal advisory activities on the firm’s behalf.
●
Annual Update of your municipal advisor registration, select the ‘Annual Filing for
Municipal Advisors (MA-A)’ option.
●
Amendment (other than an Annual Update, to the most recent Form MA submission),
select the ‘Amended Filing for Municipal Advisors (MA/A)’ option.
o
Select the ‘Amended Filing for Natural Persons Who Engage in Municipal Advisory
Activities (MA-I/A)’ option and provide the Accession Number of a previously
submitted Form MA-I to update information on an associated person of the firm.
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If you are a Sole Proprietor (Natural Person) filing an:
●
Application for municipal advisor registration, complete and file the ‘Initial Filing for
Municipal Advisors (MA)’ option, and, separately, the ‘Initial Filing for Natural Persons
Who Engage in Municipal Advisory Activities (MA-I)’ option. You may begin by
selecting either of these two forms, completing and submitting it, and then continue by
selecting the other form.
●
Amendment, complete and file the ‘Amended Filing for Municipal Advisors (MA/A)’
option, and, separately, the ‘Amended Filing for Natural Persons Who Engage in
Municipal Advisory Activities (MA-I/A)’ option. You may begin by selecting either of
these two forms, completing and submitting it, and then continue by selecting the other
form.
Note: A business entity or a sole proprietor, who is a non-resident of the United States applying
for municipal advisor registration, must also file Form MA-NR as an attachment to Form
MA or Form MA-I, as applicable. Refer to “General Instructions for Form MA-NR” on
the Form MA Instructions screen (displayed upon clicking the Instructions tab on the
navigation pane). Section 9.2.8.4, Municipal Advisor Documents, provides details on the
attachments specific to Municipal Advisor Forms.
Other Selections:
●
Withdrawal: If you are a business entity or a sole proprietor terminating your status as a
Municipal Advisor, and would like to withdraw your registration, select the ‘Withdrawal
Filing (MA-W)’ option.
●
Remove an associated person: If you are a business entity or a sole proprietor and would
like to remove an individual, who is no longer associated with the firm or who no longer
engages in municipal advisory activities on the firm’s behalf, select the ‘Amended Filing
for Natural Persons Who Engage in Municipal Advisory Activities (MA-I/A)’ option,
provide the Accession Number of a previously submitted Form MA-I, and select the
“Amendment to indicate that the individual is no longer an associated person of the
municipal advisory firm or no longer engages in municipal advisory activities on its
behalf. (If you check this box, complete only Item 1-A and Item 7 below.)” check box.
●
Saved Forms: If you want to continue working on a previously saved (stored on your
computer) Form MA, MA-I, MA-W, or their variants, select the ‘Continue with Saved
Municipal Advisor Form (Stored on your computer)’ option.
Note: No filer-constructed XML submissions will be accepted for Municipal Advisor forms.
Once you select a submission form type on the File Municipal Advisor Forms screen, click the
[Next] button. You will be directed to the Filer Information screen specific to the selected
submission form type.
Filer Information
The Filer Information screen allows you to enter Municipal Advisor filer information. Based on
the type of submission selected, the screen header displays the type of Municipal Advisor form
being submitted. The Form MA: Filer Information screen, shown in Figure 9-99, is specific to
Form MA.
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Figure 9-99: Form MA: Filer Information
The following are the data entry conventions for the Filer Information screen:
●
Filer CIK and Filer CCC: Enter the CIK and CCC of the filer.
Note: Based on the CIK and CCC entered, certain fields within an Item are pre-populated
with information maintained in EDGAR.
●
Submission Contact Information: Enter the name, phone number, and e-mail address of
the person you would like the SEC to contact regarding any questions concerning the
submission.
●
Notification Information: Enter the e-mail addresses of any additional individuals you
want to notify regarding the status of your filing (e.g., submission was accepted or
suspended). After you submit the filing, EDGAR will automatically send notification
messages to the e-mail address(es) associated with the Login CIK, Submission Contact,
and Primary Registrant.
Making Changes to Company Information: If you need to make changes to the company
information maintained in EDGAR (e.g., name, address, contact information), click the
hyperlinked word “here” within ‘Changes to company information may be made here’. You will
be directed to the Retrieve/Edit Data screen on a new browser window where you may modify
this information maintained in EDGAR. However, the modified information will only be
displayed if you exit the current session and restart the filing process.
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Note: Annual or Amended filings will be pre-populated with data from the most recently
accepted Municipal Advisor form submission and company information maintained in
EDGAR, for the CIK and CCC entered. However, Item 3 and Execution page of
Form MA, Item 7 of Form MA-I, and any document attachments on Form MA or MA-I
are not pre-populated. You will need to re-attach the documents and re-enter the required
information, as applicable.
9.2.10.1 Form MA: Application for Municipal Advisor Registration
Form MA contains ten Items, four Schedules, and three Disclosure Reporting Pages. You must
complete all ten Items; all applicable Schedules and Disclosure Reporting Pages (DRPs); and
attach any required documents when submitting Form MA or its variants.
The following sections: Form MA Items, Form MA Schedules, and Form MA Disclosure
Reporting Pages provide the primary screens of Form MA and their descriptions.
Form MA Items
Item 1: Identifying Information: Provides basic information about the applicant, which
includes the legal name of the firm, business and mailing address, and registration
information.
Item 2: Form of Organization: Identifies the applicant’s form of organization (e.g.,
Corporation, Partnership, Limited Liability Company (LLC), etc.), the month of the
applicant’s annual fiscal year-end, the state or jurisdiction under which the applicant is
organized, and date of organization.
Item 3: Successions: Specifies if the applicant is succeeding to the business of a registered
municipal advisory firm at the time of this filing.
Item 4: Information about Applicant’s Business: Discloses information about the applicant’s
business, including information regarding employees (total, number engaged in municipal
advisory activities, and number who are registered representatives of a broker-dealer or are
representatives of an investment adviser), clients (total number and types of clients),
compensation arrangements, and types of municipal advisory activities.
Item 5: Other Business Activities: Identifies business activities other than municipal advisory
activities, in which the applicant is actively engaged to provide services. Additionally, this
Item discloses whether the applicant has a primary business other than a municipal advisory
firm, and the nature of the other primary business.
Item 6: Financial Industry and Other Activities of Associated Persons: Provides information
about the applicant’s associated persons (i.e., any person engaged in municipal advisory
activities on behalf of the firm), including the total number of such associated persons and the
type of activities engaged in by those associated persons.
Item 7: Participation or Interest of Applicant, or of Associated Persons of Applicant, in
Municipal Advisory Client or Solicitee Transactions: Discloses information about the
applicant’s (or the associated persons’) participation in the transactions of its municipal
advisory clients or solicitees. You must respond to each question within this Item.
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Item 8: Owners, Officers and Other Control Persons: Identifies every person that, directly or
indirectly, controls the applicant, or that the applicant directly or indirectly controls and
provides details of each such person in applicable schedules. You must also identify any
control persons that are Public Reporting Companies and provide details of each such person
in applicable schedules.
Item 9: Disclosure Information: Discloses selected portions of the criminal, regulatory, and
civil judicial history of the applicant and/or each associated person of the municipal advisory
firm.
Based on any affirmative responses to the Item 9 questions, the applicant will be required to
provide details and/or supporting documents on the corresponding DRP (displayed as one of
the following tabs on the left navigation pane: Criminal Action DRP, Regulatory Action DRP,
or Civil Judicial Action DRP). Refer to “Form MA Disclosure Reporting Pages” further in
this section for more details on how to report disciplinary information on Form MA.
Item 10: Small Businesses: Discloses whether the applicant had annual receipts less than (or
is affiliated with any business or organization that had annual receipts equal to or greater than)
$7 million during its most recent fiscal year (or the time it has been in business if it has not
completed its first fiscal year).
Note: Items 4, 5, 6, and 10 are not required when filing an amendment to Form MA. When filing
an annual update to Form MA, if you select “No” as a response to the question: “Are there
any changes in this annual update to information provided in the municipal advisor's most
recent Form MA, other than the updated Execution Page?” on Item 1 of submission type
MA-A, then all fields on the form will be disabled with the exception of “Execution” and
“Filer Information” tabs and the “Fiscal Year End Information” field on Item 1.
Alternatively, if you select “Yes,” you can update applicable items on submission type
MA-A.
The following Form MA Items are explained further below: Item 1: Identifying Information,
Item 2: Form of Organization, Item 3: Successions, Item 4: Information About Applicant’s
Business, and Item 6: Financial Industry and Other Activities of Associated Persons.
Item 1: Identifying Information
The Identifying Information screen has 11 sections (A to K), which allow you to enter identifying
details of the applicant.
A. Full Legal Name of the Firm: The Firm Name field is pre-populated with
information maintained in EDGAR for the filer CIK and is non-editable.
Indicate whether you are a Sole Proprietor and whether you have had a name change.
If you are a Sole Proprietor, certain fields in Item 2 will be pre-populated and
non-editable.
B. Doing-Business-As (DBA) Name: Identify any other names under which municipal
advisor-related business is conducted and their jurisdictions.
C. IRS Employer Identification Number: Provide the employer identification number
or the social security number (if there is no employer identification number) of the
applicant.
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Note: If you do not have a social security number, enter 000-00-0000. The social
security number is needed for regulatory purposes, however, it will not be
included in submission available for public viewing.
D. Registrations: Disclose whether the applicant is registered as any regulated entity or
with any regulators and provide details in the corresponding fields, as applicable.
E. Principal Office and Place of Business: The address fields for the principal office are
pre-populated with information maintained in EDGAR for the filer CIK. The
Sate/Country field determines whether you are a domestic municipal advisor or a
non-resident municipal advisor.
Note: If you are a non-resident municipal advisor, you must attach a notarized
Form MA-NR and an Opinion of Counsel, as exhibits, using the Documents
tab. Refer to Section 9.2.8.4, “Municipal Advisor Documents,” for details on
the attachments specific to Form MA and its variants.
Provide addresses for the five largest additional offices where municipal
advisor-related business is conducted and the mailing address for the applicant (if
different from principal office address).
F. Website: Provide the principal website address and any additional websites of the
municipal advisory firm.
G. If the applicant has a Chief Compliance Officer, provide his or her name and
contact information: Provide the name and contact information of the Chief
Compliance Officer. You must provide the name and contact information for the Chief
Compliance Officer and/or a Contact Person in Item 1(H).
H. Contact Person: Provide the name and contact information of a person other than the
Chief Compliance Officer who is authorized to receive information and respond to
questions about your filing/submission.
I. Location of Books and Records: Provide the location of any required books and
records maintained by the municipal advisory firm.
J. Foreign Financial Regulatory Authorities: Disclose any registrations with a foreign
financial regulatory authority.
K. Business Affiliates of the Applicant: Disclose any affiliations with a domestic or
foreign business entity.
Note: Complete all required fields including those that are conditionally required (fields that
become required based on your response to a question).
Based on your affirmative response to a question in each section of the Identifying
Information screen, additional applicable fields or required sections of Schedule D are
displayed. For example, Item 1D(2) – Other Registrations (Figure 9-100) shows how
additional required fields are displayed upon selecting ‘Investment Adviser’ and ‘Registered
in US State or Other US Jurisdiction’ options. If the applicant is a State Registered Investment
Adviser, you must select each U.S. jurisdiction under which the applicant is registered.
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Figure 9-100: Item 1D(2) – Other Registrations
Adding or Removing a Jurisdiction
1. To add a U.S. jurisdiction, select an option from the All US States and Jurisdictions
list box.
a. Click the [Add] button. To add all the states, click the [Add All] button.
2. To remove a jurisdiction, select an option from the Selected US States and
Jurisdictions list box.
a. Click the [Remove] button. To remove all selected states, click the [Remove All]
button.
Note: To select more than one option at a time in the list box, click on the first option,
hold the [Ctrl] key on your keyboard, and click on additional options.
Item 2: Form of Organization
The Form of Organization screen has five sections (A to E) that allow you to enter details of the
type of organization.
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A. Applicant’s Form of Organization: Select the applicant’s form of organization. (If
the “Corporation” radio button is disabled, you have identified yourself as a Sole
Proprietor in Item 1A(2).)
B. Month of Applicant’s Annual Fiscal Year End: Specify the month of applicant’s
fiscal year-end. For Sole Proprietors (selected “Yes” in Item 1A(2)), only “December”
may be selected.
C. State, Other US Jurisdiction, or Foreign Jurisdiction Under Which Applicant is
Organized: Select the state or jurisdiction under which the applicant is organized. The
state or jurisdiction you select is dependent on the selection made in Item 2A
(applicant’s form of organization).
D. Date of Organization: Specify the date on which the applicant was formed.
E. Public Reporting Company: Disclose whether the applicant is a public reporting
company. If “Yes” is selected, Item 2E(2) fields are pre-populated (with the
applicant’s Filer CIK and the Company Name maintained in EDGAR) and
non-editable. For Sole Proprietors (selected “Yes” in Item 1A(2)), “Yes” option is
disabled.
Item 3: Successions
The Successions screen has one section (A) that allows you to indicate whether the applicant is
succeeding to the business of a registered municipal advisory firm. Based on an affirmative
response to Item 3A, an additional section (B) is displayed.
Note: For amendments and annual filings, Item 3 is not pre-populated. If a succession entry was
reported in an earlier filing, then you do not need to report it again.
A. Is the applicant, at the time of this filing, succeeding to the business of a
registered municipal advisor?: Disclose whether the applicant is acquiring a
registered municipal advisory firm. If “Yes” is selected, provide a date (cannot be a
future date) in the Date of Succession field; and complete Item 3B.
B. Complete Section 3 of Schedule D: Provide details of the acquired registered
municipal advisory firm such as the name and registration information.
● Click the [New Succession Entry] button in Section B. The “Successions” modal
window is displayed, where you must enter the name and registration information of
the acquired municipal advisory firm.
● Click the [Close] button to save and close the modal window, and continue filing.
Note: Once the successor (the applicant) is registered as a municipal advisory firm, a
Form MA-W must be filed to withdraw registration of the acquired municipal advisory
firm. For specific details on “Succession by Application” or “Succession by Amendment”,
refer to “Specific Instructions for Certain Items in Form MA” on the Form MA
Instructions screen (displayed upon clicking the Instructions tab on the navigation pane).
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Item 4: Information About Applicant's Business
The Information About Applicant’s Business screen has 12 sections (A-L) that allow you to
disclose information related to the applicant’s business, such as the number of employees, types
of clients, types of compensation arrangements, etc. A response is required for each section in
Item 4 on Form MA.
The 12 sections are divided into four categories, as listed below:
● Employees (A-E): Provide the total number of employees, except clerical workers.
Disclose the number of those employees engaged in municipal advisory activities,
those registered as representatives of a broker-dealer, and those who are investment
adviser representatives. Identify firms and other persons who solicit clients on behalf
of the applicant and employees that do business independently on the applicant’s
behalf as affiliates of the applicant.
● Clients (F-H): Provide the number and types of clients the applicant served in the
most-recently completed fiscal year. In addition, disclose the number of municipal
entities and obligated persons that were solicited by the applicant on behalf of a
third-party in the most-recently completed fiscal year and identify the types of
persons the applicant solicited.
● Compensation Arrangements (I-K): Identify the ways in which the applicant is
compensated for its advice to or on behalf of municipal entities or obligated persons,
and for its solicitation activities. Additionally, disclose whether the applicant
receives compensation from anyone other than clients for municipal advisory
activities.
● Applicant’s Business Relating to Municipal Securities (L): Identify the activities
the applicant is engaged in, such as providing advice concerning the issuance of
municipal securities, the investment of the proceeds of municipal securities, the use
of municipal derivatives, or solicitation of business from a municipal entity or
obligated person on behalf of an unaffiliated person or firm.
Notes:
(1) If you are a newly-formed municipal advisor, responses to Items 4-I, J, and K shall be
based on the types of compensation expected, and for Item 4L, on the types of
municipal advisory activities you expect to engage in during the next year. For details,
refer to “Specific Instructions for Certain Items in Form MA” on the Form MA
Instructions screen (displayed upon clicking the Instructions tab on the navigation
pane).
(2) For fields where you must list a number (for example: Number of Employees), enter a
value greater than one, or if none, enter zero.
(3) Each field accepts up to a certain value. For example, a value up to 1000 can be
entered for Item 4D.
(4) The value for the Total field in Item 4G(3) is automatically calculated based on the
values entered for Items 4G(1) and 4G(2).
(5) Your response to a section (or question) in Item 4 may limit the options available for
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another section in Item 4. For example, if you select Item 4I(6) to indicate that the
applicant engages only in solicitation and does not serve clients, you will not be able to
select Item 4J(6) to indicate that the applicant only serves clients.
Item 6: Financial Industry and Other Activities of Associated Persons
The Financial Industry and Other Activities of Associated Persons screen has two sections (A and
B) that allow you to select other activities of each associated person of the municipal advisory
firm and identify such associated persons.
Figure 9-101: Item 6 Financial Industry and Other Activities of Associated Persons
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A. Applicant has one or more associated persons that is a:
Identify the financial industry affiliations and activities of associated persons using the
check boxes 1 to 20. The selection of these check boxes is optional.
Disclose the total number of applicant’s associated persons in the Total Associated
Persons field.
When the value entered in the Total Associated Persons field is:
o Zero: Section B is not displayed (Section 6 of Schedule D is not applicable).
o One: Section B is displayed, however Section 6 of Schedule D is optional to
identify one associated person.
o Two or more: Section B is displayed and a separate Section 6 of Schedule D must
be completed to identify each associated person.
Note: The municipal advisory firm must file Form MA-I for each associated person
who engages in municipal advisory activities.
B. Applicant must list all such associated persons, including foreign associated
persons, on Section 6 of Schedule D:
Identify each of the applicant’s associated person, separately, using the [Add
Associated Person] button.
The value entered in the Total Associated Persons field must match the total number
of associated persons identified on Schedule D entries, as shown in Figure 9-102.
Figure 9-102: Item 6B - Associated Persons identified on Section 6 of Schedule D
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Adding an Associated Person
1. Click the [Add Associated Person] button in Item 6B. The “Financial Industry and
Other Activities of Associated Persons” modal window is displayed.
2. Enter the legal name and the primary business name of the associated person in the
corresponding fields.
3. In Part A (Associated person is a), select all applicable financial industry affiliations
and other activities of the associated person.
4. In Part B (Control Relationships and Foreign Relations), specify the control
relationship of the applicant and the associated person and indicate whether the
associated person is registered with a foreign regulatory authority.
If you selected ‘Yes’ to indicate that the associated person is affiliated with a foreign
regulatory authority, click the [Add Regulatory Authority] button. The “Foreign
Registration” modal window is displayed where you must enter the name of the
foreign regulatory authority and select the name of the country.
Figure 9-103: Item 6 - Section 6 of Schedule D, Part B - Foreign Registration
5. Click the [Close] button to save the information and close the modal window(s).
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Form MA Schedules
Form MA contains supplemental Schedules A, B, C, and D. Schedules A, B, and C, are displayed
on the left navigation pane, and Schedule D is displayed in a modal window within an Item.
All applicants filing an initial application must complete Schedule A, and if applicable,
Schedule B. Complete Schedule C only when filing an annual or amended filing, as needed to
amend Schedules A and/or B submitted in previous submissions. Complete the corresponding
sections of Schedule D based on affirmative responses to questions in an Item.
Note: For an annual or amended filing, Schedules A and B are displayed on the left navigation
pane, where you may view information submitted on a previous Form MA submission.
A comprehensive description and the location of each schedule is available in Table 9-3.
Table 9-3: Form MA Schedules and Description
Schedule
Schedule A
Description
Location
When submitting an initial application for Form MA, you are required
to complete Schedule A. Use Schedule A to provide information on
the direct owners and executive officers who are business entities or
natural persons of the applicant.
Tab on left
navigation
pane
Schedule A-1: Direct Owners of Applicant - Business Entities
Schedule A1(a)
You must click the [Add Direct Owner - Business Entities]
button on the Schedule A: Direct Owners and Executive
Officers of the Applicant screen to add details of the direct
owners that are business entities.
Schedule A-2: Direct Owners and Executive Officers of
Applicant - Natural Persons
Schedule A1(b)
You must click the [Add Direct Owner or Executive Officer Natural Person] button on the Schedule A: Direct Owners and
Executive Officers of the Applicant screen to add details of the
direct owners and executive officers who are natural persons.
Schedule B
When submitting an initial application, use Schedule B to provide
information on the indirect owners who are business entities or
natural persons of the applicant.
Tab on left
navigation
pane
You must select ‘Yes’ for “Does applicant have any indirect owners
to be reported on Schedule B?” on Schedule A to provide
information on the indirect owners of the applicant in Schedule B.
Schedule B-1: Indirect Owners of Applicant - Business Entities
Schedule B1(a)
You must click the [Add Indirect Owner - Business Entities]
button on the Schedule B: Indirect Owners screen to add
details of the indirect owners that are business entities.
Schedule B-2: Indirect Owners of Applicant - Natural Persons
Schedule B1(b)
You must click the [Add Indirect Owner - Natural Person] button
on the Schedule B: Indirect Owners screen to add details of the
indirect owners who are natural persons.
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Schedule
Schedule C
Description
Use Schedule C, only when submitting an amended or annual filing,
to amend information that was provided on Schedules A and/or B on
a previous submission.
Location
Tab on left
navigation
pane
Schedules A-1, A-2, B-1, and B-2 are available on the Schedule C:
Amendments to Schedules A and B screen. Click the appropriate
button for the Schedule you want to update.
Schedule D Miscellaneous
Use the text box on the Schedule D: Miscellaneous screen to
provide additional information to an Item, Schedule, or DRP or to
explain a response to any of the Items. There are different sections
of Schedule D that become available based on affirmative
responses to certain questions, and they are described below:
Tab on left
navigation
pane
Section 1-B: Other Names under which Municipal
Advisor-Related Business is Conducted
Item 1B(3)(b)
You must select ‘Yes’ for Additional Names in Item 1B(3)(a) on
the Identifying Information screen to add additional names in
Section 1-B.
Section 1-D: Additional Registrations of the Applicant
You must select ‘Yes’ for Additional Registrations in
Item 1D(3)(a) on the Identifying Information screen to add
additional registrations in Section 1-D.
Section 1-E: Additional Offices at which the Applicant’s
Municipal Advisor-Related Business is Conducted
You must select ‘Yes’ for Additional Offices in Item 1E(2)(a) on
the Identifying Information screen to add additional offices in
Section 1-E.
Section 1-F: Additional Website Addresses
You must select ‘Yes’ for Does the applicant have any
additional websites? in Item 1F(2) and specify the total number
of additional websites in Item 1F(3) on the Identifying
Information screen to add additional websites in Section 1-F.
no info blank cell
Item 1D(3)(b)
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Item 1E(2)(b)
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Item 1F(4)
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Note: The value entered in Item 1F(3) should match the total
number of websites identified in Item 1F(4).
Section 1-I: Location of Books and Records
You must select ‘Yes’ in Item 1I(1) on the Identifying
Information screen to add the location of books and records
maintained in Section 1-I.
Section 1-J: Registration with Foreign Financial Regulatory
Authorities
You must select ‘Yes’ in Item 1J(1) on the Identifying
Information screen to add the foreign registration information of
the applicant in Section 1-J.
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Item 1I(2)
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Item 1J(2)
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Schedule
Schedule D Miscellaneous
Description
Location
Section 1-K: Business Affiliates of the Applicant
Item 1K(2)
You must select ‘Yes’ in Item 1K(1) on the Identifying
Information screen to add the name and registration information
of the domestic or foreign business affiliate in Section 1-K.
Section 3: Successions
Item 3B
You must select ‘Yes’ in Item 3A on the Successions screen to
add details of the acquired municipal advisory firm in Section 3.
Section 4-D: Firms and Other Persons that Solicit Municipal
Advisor Clients on the Applicant’s Behalf
You must add a value greater than zero in Item 4D on the
Information About Applicant’s Business screen to add details of
the firms or other persons that solicit municipal advisor clients
in Section 4-D.
Section 4-E: Employees That Also Do Business Independently
on the Applicant's Behalf as Affiliates of the Applicant
You must select ‘Yes’ for Item 4E(1) and specify the number of
employees acting as affiliates of the applicant in Item 4E(2) on
the Information About Applicant’s Business screen to add
details of such employees in Section 4-E.
Section 5-B: Description of Primary Business (for businesses
not listed in Part A of Item 5)
You must select ‘Yes’ in Item 5B(1) and Item 5B(2) on the Other
Business Activities screen to provide details of other
business(es) of the applicant in Section 5-B.
Section 6: Financial Industry and Other Activities of Associated
Persons
You must provide a value greater than one for Total Associated
Persons in Item 6A to provide details of the associated persons
of the municipal advisory firm in Section 6.
Section 8-A: Control Persons
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Item 4D
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Item 4E(3)
no info blank cell
Item 5B(3)
no info blank cell
Item 6B
no info blank cell
You must select ‘Yes’ in Item 8A(2) and click either the [Add
Firm or Organization] or [Add Natural Person] button in
Item 8A(3) on the Owners, Officers and Other Control Persons
screen. Provide the details of the control person in
Section 8-A(1) Control Persons - Firm or Section 8-A(2) Control
Persons - Natural Person, as applicable.
Section 8-B: Public Reporting Company
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Item 8A(3)
no info blank cell
You must select ‘Yes’ in Item 8B(1) on the Owners, Officers
and Other Control Persons screen to identify the public
reporting companies reported on Form MA or its variants in
Section 8-B.
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The following Form MA Schedules with their primary screens are explained further.
●
Section 1-B of Schedule D: Other Names under which Municipal Advisor-Related
Business is Conducted
●
Schedule A-2: Direct Owners and Executive Officers of Applicant - Natural Persons
●
Schedule C: Amendments to Schedules A and B
Section 1-B of Schedule D of Form MA, shown in Figure 9-104, enables you to provide
additional names of the municipal advisor-related business.
Figure 9-104: Other Names under which Municipal Advisor-Related Business is Conducted
Adding, Deleting, or Amending Additional Names
1. To add a new name, click the [Add Name] button, located under Item 1B(3)(b).
a. In the corresponding modal window, enter the other name of the municipal
advisor-related business in the Name field. Select the jurisdiction under which the
business is registered from the drop-down list.
b. Click the [Close] button to save and close the modal window. The name you added
is displayed in Item 1B(3)(b), List of any additional names.
2. To update an existing entry, click the [Edit] button adjacent to the entry. In the
corresponding modal window, make the correction and click the [Close] button to save
and finish.
3. To delete an existing entry, click the [Delete] button adjacent to the entry. Click the
[Yes] button when prompted for confirmation.
Note: Clicking the [Delete] button only deletes the newly added entries (since the last
submission).
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Schedule A-2 of Form MA, shown in Figure 9-105, enables you to provide information on the
Direct Owners and Executive Officers who are natural persons.
Figure 9-105: Direct Owner or Executive Officer – Natural Person
Adding or Deleting a Direct Owner who is a Natural Person
1. Click the [Add Direct Owner or Executive Officer - Natural Person] button to identify
a direct owner or an executive officer who is a natural person. The “Direct Owner or
Executive Officer - Natural Person (for Schedule A-2)” modal window is displayed.
a. Enter the name, title or status, date when title or status was acquired, and other
relevant information of the direct owner in the fields displayed.
b. Select an appropriate Ownership Code for the direct owner and indicate whether
the identified direct owner is a control person.
c. Click the [Close] button to save and close the modal window. The entry added is
displayed in Section 1 of Schedule A.
2. Click the [Delete] button, adjacent to an entry, to delete an entry prior to submission.
Click the [Yes] button when prompted for confirmation.
Note: For annual or amended filings, Schedules A and B are read-only. To update an existing
entry, use Schedule C on an annual or amended filing.
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Schedule C of an amended filing (Figure 9-106) or an annual filing enables you to add a new
direct or indirect owner, and amend information provided on Schedule A (Direct Owners) and/or
Schedule B (Indirect Owners) on a previous Form MA submission.
Figure 9-106: Schedule C: Amendments to Schedules A and B
Schedules A and B with any entries added on a previous Form MA submission are listed on the
Schedule C: Amendments to Schedules A and B screen.
●
Click the [Edit] button, adjacent to an entry, to update an existing entry.
●
Click the [Add Direct Owner - Business Entity] button to add a direct owner that is a
business entity.
●
Click the [Add Direct Owner or Executive Officer - Natural Person] button to add a direct
owner or executive officer who is a natural person.
●
Click the [Add Indirect Owner - Business Entity] button to add an indirect owner that is a
business entity.
●
Click the [Add Indirect Owner- Natural Person] button to add an indirect owner who is a
natural person.
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Form MA Disclosure Reporting Pages
Form MA and its variants include three types of Disclosure Reporting Pages (DRPs). The DRPs
can either be an initial or amended response (to report a change to any of the information provided
on a previously reported disclosure event).
Note: Any supporting documents must be provided using the Documents tab on the left
navigation pane. For details on how to attach a document, refer to Section 9.2.8.4,
“Municipal Advisor Documents.”
Affirmative responses to any of the questions in Item 9 will add the corresponding disclosure tab
on the left navigation pane. Figure 9-107: Item 9 Disclosure Information shows how your
response to question C(1) in Item 9 adds the Regulatory Action DRP tab on the left navigation
pane.
Figure 9-107: Item 9 Disclosure Information
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The three types of DRPs on Form MA and its variants are listed below:
●
Criminal Action DRP: Use this DRP to report details for affirmative responses to
questions in Items 9A and 9B of Form MA or its variants.
●
Regulatory Action DRP: Use this DRP to report details for affirmative responses to
questions in Items 9C, 9D, 9E, 9F, and 9G of Form MA or its variants.
●
Civil Judicial Action DRP: Use this DRP to report details for affirmative responses to
questions in Item 9H of Form MA or its variants.
Completing Disclosure Reporting Pages (DRPs) on Form MA
To report an event, click the appropriate disclosure tab on the left navigation pane. The
corresponding disclosure reporting page is displayed. For example, clicking the Regulatory
Action DRP tab displays the Regulatory Action Disclosure Reporting Page (MA) screen as shown
in Figure 9-108. This screen enables you to add a regulatory action on the “Regulatory Action
DRP” modal window (Figure 9-109) by clicking the [Add Regulatory DRP] button.
Figure 9-108: Form MA Regulatory Action Disclosure Reporting Page
Note: When filing an amended or annual filing, a new entry must be added to the DRP to report
a new event/proceeding or a new case arising out of an existing event/proceeding that was
reported earlier on Form MA. (Do not add the new case to an existing entry.)
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The “Regulatory Action DRP” modal window is shown in Figure 9-109 and explained further.
Figure 9-109: Form MA - Regulatory Action DRP modal window
This Disclosure Reporting Page (DRP MA) is an: “Initial” radio button is pre-populated, if
a new event is being added to the DRP. Alternatively, the “Amended” radio button will be
pre-populated if an event reported earlier (on Form MA or its variants) is being updated.
Check item(s) being responded to: Select the applicable check boxes to match the questions
with affirmative responses in Item 9.
There are two parts to each DRP on Form MA, and they are to be completed as applicable. In
Part 1 of the DRP, specify whom the DRP is being filed for and if applicable, provide the total
number of associated persons, the type and identifying information of each associated person.
Proceed further by specifying whether a DRP is on file elsewhere for the event being reported and
if needed, complete Part 2 of the DRP.
A. The person(s) or entity(ies) for whom this DRP is being filed is (are) the: Based on
the selection, a section for Applicant and/or Associated Person(s) is displayed.
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1. Applicant: Follow the steps below to provide information about the applicant’s
disciplinary event on the “Applicant” modal window.
a. Click the [Add Applicant] button on the “Regulatory Action DRP” modal window
to report the event being filed for the applicant. The “Applicant” modal window is
displayed (Figure 9-110) where you must complete Part 2, if applicable.
Figure 9-110: Form MA - Regulatory Action DRP - Applicant modal window
B. DRP or Other Disclosure Filed Elsewhere for this Event: Based on the selection,
provide the details of a previously submitted filing or the details of the event in Part 2
of the DRP.
b. Click the “Yes” radio button if the event being reported has already been filed
elsewhere on a form such as Form ADV, BD, or U4, Form MA, or Form MA-I.
Subsequently, provide details of that filing, such as the name on registration.
c. Click the “No” radio button if the event being reported has not been filed
elsewhere on another form. Regulatory Action DRP Part 2 is displayed where you
must provide the details of the event or proceeding being reported.
d. Click the [Close] button on the “Applicant” modal window to save the information
and proceed further. The event added for the applicant is displayed under the
Applicant section on the “Regulatory Action DRP” modal window.
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e. Click the [Close] button on the “Regulatory Action DRP” modal window if all
required information has been provided for the reported event. The DRP added is
displayed on the Regulatory Action Disclosure Reporting Page (MA) screen.
2. Associated Person(s): Follow the steps below to provide information about the
associated person’s disciplinary event on the “Associated Person” modal window.
a. Click the “Yes” radio button for (a) Is this DRP being filed for one or more
associated persons field and enter the total number of associated persons involved
with the event being reported in the Indicate the total number of such associated
person(s) field.
b. Click the [Add Associated Person] button on the “Regulatory Action DRP” modal
window to identify the associated person involved in the event being reported and
their details. If there is more than one associated person involved with the same
event, identify each associated person separately. In the corresponding
“Associated Person” modal window, provide identifying information and
registration information of the associated person, and if applicable, complete
Regulatory Action DRP Part 2.
Figure 9-111: Form MA/A - Regulatory Action DRP - Applicant modal window shows a
Regulatory Action DRP being amended.
Figure 9-111: Form MA/A - Regulatory Action DRP - Applicant modal window
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9.2.10.2 Form MA-I: Information Regarding Natural Persons Who Engage in Municipal
Advisory Activities
Form MA-I must be filed by the municipal advisory firm for each associated person of the firm
who engages in municipal advisory activities. A sole-proprietor must file both Form MA and
MA-I when applying for registration to become a municipal advisor. The form contains seven
Items and seven Disclosure Reporting Pages. You must complete all applicable Items, all
applicable Disclosure Reporting Pages (DRPs), and attach any required documents when
submitting Form MA-I or its variants. These Items and DRPs are explained further in this section
Form MA-I Items
Item 1: Identifying Information: Provides information about the associated person of the
firm who engages in municipal advisory activities or the sole proprietor. This item is
explained further below.
Item 2: Other Names: Discloses any other names (besides the full legal name provided in
Item 1) the individual uses or has ever used since the age of 18, including nicknames, aliases,
and names used before or after marriage.
Item 3: Residential History: Provides, in reverse chronological order, all the addresses at
which the individual has resided for the past five years, without leaving a gap greater than
three months between addresses.
Item 4: Employment History: Provides, in reverse chronological order, the complete
employment history and status of the individual, such as full-time and part-time employment,
self-employment, military service, homemaking, unemployed, full-time education, extended
travel, or other similar statuses, for the past 10 years, without leaving a gap greater than three
months between entries.
Item 5: Other Business: Provides details about any other business the individual is currently
engaged in as a proprietor, partner, officer, director, employee, trustee, agent, or otherwise.
Item 6: Disclosure Information: Discloses selected portions of the disciplinary history and
financial history of the individual. Based on affirmative responses to certain Item 6 questions,
a corresponding DRP (displayed as one of the following tabs on the left navigation pane:
Criminal Action DRP, Regulatory Action DRP, Investigation DRP, Civil Judicial Action
DRP, Customer Complaint/Arbitration/Civil Litigation DRP, Termination DRP, or
Judgment/Lien DRP) must be completed.
Item 7: Signature: Certifies that any information and statements made in the Form MA-I,
including exhibits and any other information submitted, are true and correct for the municipal
advisory firm and its signatory and for the sole proprietor.
Item 1: Identifying Information
The Identifying Information screen has two sections (A and B), which allow you to enter
identifying details of the individual (applicant as a sole proprietor or the associated person of the
municipal advisory firm); the number of municipal advisory firms with which the individual is
employed and registration information of such firms; and the individual’s office locations. Form
MA-I, Item 1 Identifying Information is shown in Figure 9-112.
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Figure 9-112: Item 1: Identifying Information
A. The Individual: Enter the full legal name and the social security number of the
individual in the corresponding fields.
Note: If the individual does not have a social security number, enter 000-00-0000. The
social security number is needed for regulatory purposes, however, it will not be
included in submission available for public viewing.
B. Municipal Advisory Firms Where the Individual is Employed: Provide the number
of municipal advisory firms with which the individual is employed and subsequently,
provide details of each such firm using the [Add Municipal Advisory Firm] button on
the “Advisory Firm” modal window.
Adding Municipal Advisory Firm Information
1. Click the [Add Municipal Advisory Firm] button in Item 1B to add information about
the individual’s municipal advisory firm. The “Advisory Firm” modal window is
displayed.
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Figure 9-113: Item 1B: Advisory Firm modal window
2. Enter the name of the firm in the Full Legal Name of municipal advisory firm with
which the individual is employed field. If the CIK of the firm is provided in the
Municipal Advisory Firm’s CIK field, then the name field is pre-populated with
company information maintained in EDGAR for the firm’s CIK, and the name field
becomes non-editable.
3. Enter the individual’s start date at this firm in the Date that the individual’s most
recent employment with this municipal advisory firm commenced (MM/DD/YYYY)
field. (A future date is not allowed for this field.)
4. Specify whether the individual has an independent contractor relationship with this
firm.
5. In Item 1B(1), indicate whether this firm is registered as a municipal advisor on
Form MA.
a. If the firm is registered (selected the “Yes” radio button), then provide the SEC file
number for the approved Form MA in the corresponding field.
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b. If the firm has filed a Form MA application that is pending approval (selected the
“No” radio button), then provide the Form MA filing date in the corresponding
field. (The EDGAR CIK No. field is pre-populated with the CIK entered in the
Municipal Advisory Firm’s CIK field.)
c. If the firm has not yet filed a Form MA application (selected the “No” radio
button), then provide an explanation in the corresponding text field.
Adding Office Locations
1. Click the [Add Advisory Firm Office Information] button on the “Advisory Firm”
modal window in Item 1B(2). The “Office Address” modal window is displayed. This
screen allows you to add the office location(s) where the individual is physically
located at and supervised from.
Figure 9-114: Form MA-I - Advisory Firm - Office Address modal window
2. Specify whether the address is where the firm is located and/or where the individual is
supervised from. If the CIK of the firm is provided in the Municipal Advisory Firm’s
CIK field on the “Advisory Firm” modal window, then the address fields are
pre-populated with information maintained in EDGAR for the CIK entered. However,
you may update the address fields for this filing, as needed.
a. Enter the Start Date for the address. A date prior to the start date provided in
Item 1B for Date that the individual's most recent employment with this municipal
advisory firm commenced (MM/DD/YYYY) field or a future date is not allowed.
b. Click the [Close] button to save and finish adding the location.
3. Click the [Close] button on the “Advisory Firm” modal window to save and finish
adding information for the municipal advisory firm. The name of the added municipal
advisory firm is displayed in Item 1B.
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Form MA-I Disclosure Reporting Pages
Form MA-I and its variants include seven types of Disclosure Reporting Pages (DRPs). The
DRPs can either be an initial response or an amendment to report a change in status to a
previously reported disclosure event. Affirmative responses to any of the questions in Items 6A
through 6J, and 6M will add a corresponding disclosure tab on the left navigation pane.
The seven types of DRPs on Form MA-I are listed below:
●
Criminal Action DRP: Use this DRP to report details for affirmative responses to
questions in Items 6A and 6B of Form MA-I or its variants.
●
Regulatory Action DRP: Use this DRP to report details for affirmative responses to
question(s) in Items 6C, 6D, 6E, 6F, and 6G(1) of Form MA-I or its variants.
●
Investigation DRP: Use this DRP to report details for an affirmative response to
Item 6G(2) of Form MA-I or its variants.
●
Civil Judicial Action DRP: Use this DRP to report details for affirmative responses to
questions in Item 6H of Form MA-I or its variants.
●
Customer Complaint/Arbitration/ Civil Litigation DRP: Use this DRP to report details
for affirmative responses to questions in Item 6I of Form MA-I or its variants.
●
Termination DRP: Use this DRP to report details for affirmative responses to questions
in Item 6J of Form MA-I or its variants.
●
Judgment/Lien DRP: Use this DRP to report details for an affirmative response to
Item 6M of Form MA-I or its variants.
Note: A separate DRP needs to be filed for each event or proceeding, and for separate cases
arising out of the same event. You must report each event separately for the applicant as a
sole proprietor and/or each associated person, as applicable.
Completing Disclosure Reporting Pages (DRPs) on Form MA-I
There are two parts to each DRP on Form MA-I or its variants, and they are to be completed as
applicable. The Criminal Action Disclosure Reporting Page (MA-I) screen (Figure 9-115) allows
you to report an event or proceeding on a Criminal Action.
Figure 9-115: Criminal Action Disclosure Reporting Page (MA-I) Screen
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For each DRP, complete the preliminary steps given below for a Criminal Action DRP.
1. Click the [New Criminal DRP] button on the Criminal Action Disclosure Reporting
Page (MA-I) screen. The “Criminal DRP” modal window is displayed.
2. Select the appropriate check box(es) that corresponds to the question(s) you responded
to in Item 6.
Figure 9-116: Criminal DRP modal window- Part 1
3. Specify whether a DRP for this event has been previously submitted to the SEC on any
other forms.
a. If yes, select the form where this DRP was reported, and provide details of the
existing filing in the corresponding fields.
b. Click the [Close] button to save the information and close the modal window.
Figure 9-117: Criminal DRP modal window - DRP on File for This Event
c. If no, proceed further on the page to provide details of the event being reported, in
Part 2 of the DRP (Figure 9-118).
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Figure 9-118: Criminal DRP modal window - Part 2
1. Firm or Organization: Indicate whether the charges were brought against a firm. If
‘Yes’, provide details of the firm in the fields displayed.
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2. Court Where Formal Charge(s) Were Brought: Specify the jurisdiction where
formal charges were brought and provide the name and location of the court along
with the formal name and number of the case.
3. Event Disclosure Detail: Provide the date of the first charge and disclose the details
of the event in “Charge Details” modal window (Figure 9-119), displayed upon
clicking the [New Charges] button in section 3B.
Figure 9-119: Criminal Action DRP - Charge Details
Based on your responses on the “Charge Details” modal window, you may be required
to provide additional details, such as the product type or the date on which the original
charge was amended or reduced in the corresponding fields provided.
a. Click the [Close] button to save and finish adding the charge details. The Charge
added is displayed on the “Criminal DRP” modal window.
b. Specify whether any of the charges within the event involved a felony.
4. Current Status of the Event:
a. Specify whether the current status of the event is pending, on appeal, or final.
Based on the selection, applicable sections (5 to 8) on the “Criminal DRP” modal
window are displayed. Figure 9-120: Criminal Action Disclosure - Current Status Pending shows how selecting the status of the event displays the applicable section
on the DRP.
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Figure 9-120: Criminal Action DRP- Current Status - Pending
Section 8, Summary of Circumstances is displayed when the “Pending” radio button is
selected. A summary of the circumstances leading to the charges may be provided in
this section.
b. If the current status of an event is ‘On Appeal,’ select the “On Appeal” radio
button. Sections 5-8 are displayed. Provide details of the appeal, such as the date
the event status changed and the jurisdiction in which the case is on appeal. In
addition, provide disposition disclosure details for each charge on the “Disposition
Charge Details” modal window (Figure 9-121, displayed upon clicking the [New
Disposition Charges] button in section 7(a) on the “Criminal DRP” modal
window.
Figure 9-121: Criminal Action DRP - Disposition Charge Details
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c. If the current status of an event is ‘Final,’ select the “Final” radio button. Sections
5, 7, and 8 are displayed. Provide additional details in the sections displayed, such
as the date the event status changed and the disposition disclosure details for each
charge.
d. Click the [Close] button on the “Criminal DRP” modal window to save and finish
adding details of the event. The Selected Questions, Name of the Court, and the
Docket case Name for the event added appear on the Criminal Action Disclosure
Reporting Page (MA-I) screen as shown in Figure 9-122.
Figure 9-122: Criminal Action Disclosure Reporting Page (MA-I), Event added
Note: A previously submitted DRP will remain on a filing until it is marked to be removed on an
amended Form MA or MA-I filing.
When filing an amendment to remove the DRP from a previously submitted Form MA-I
filing, select the “Yes” option to indicate that the amendment to the DRP is to remove a
previously filed DRP from the record for the individual.
When filing an amendment to remove the DRP from a previously submitted Form MA
filing, select the “Yes” option (on the applicable modal window for the applicant or the
associated person) to indicate that the amendment to the DRP is to remove a previously
filed DRP from the record.
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9.2.10.3 Form MA-W: Notice of Withdrawal from Registration as a Municipal Advisor
Form MA-W must be filed for a registered municipal advisory firm (has a Form MA on file) that
is no longer required to be registered as a municipal advisor. The form contains seven Items and
two supplemental Schedules. Complete all seven Items and the required Schedules when
submitting Form MA-W. The Items and Schedules are explained further in this section.
Form MA-W Items
Item 1: Identifying Information: The Full Legal Name and Registrant’s SEC File Number
fields are pre-populated based on the filer CIK, filer CCC, and file number (of a previously
submitted Form MA or its variants) provided on the Filer Information screen, and are
non-editable.
Item 2: Contact Person: Provides the name, title, and contact information about the municipal
advisory firm’s principal or an employee who is authorized to receive correspondence and
respond to questions concerning the Form MA-W filing.
Item 3: Money Owed to Clients: Discloses any pre-paid fees the registrant has received for
municipal advisory activities, including subscription fees for publications that have not been
delivered, and any amount borrowed from clients that has not been repaid.
Item 4: Contract Assignments: Indicates whether the registrant has assigned any municipal
advisory contracts to another person that engages in municipal advisory activities and
provides the name and business address for each such person on the corresponding schedule.
Item 5: Judgments and Liens: Declares whether the registrant has any unresolved judgments
or liens against the firm itself.
Item 6: Books and Records: Provides, on the corresponding schedule, details of the
Custodian(s) and the location(s) at which the registrant’s books and records are or will be
kept.
Item 7: Statement of Financial Condition: If an affirmative response was provided in Item 3
or Item 5, then discloses the nature and amount of the registrant’s assets, liabilities, and net
worth (as of the last day of the month prior to filing Form MA-W).
Form MA-W Schedules
Form MA-W contains Schedules W1 and W2. A comprehensive description of each Schedule is
available in Table 9-4.
Table 9-4: MA-W Schedules and Description
Schedule
Description
Schedule W1
Use Schedule W1 to identify the person to whom the registrant has
assigned a municipal advisory contract and the custodian of the registrant’s
books and records. There are two sections to Schedule W1.
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Schedule
Description
Location
Section 4: Advisory Contract Assignments
Item 4
Select the “Yes” radio button on the Item 4 Advisory Contract
Assignments screen to identify each person to whom a municipal
advisory contract was assigned.
Section 6: Books and Records
Item 6
Click the [New Custodian] button on the Item 6 Books and Records
screen to identify the custodian and the location at which the
registrant’s books and records will be kept.
Schedule W2
Use Schedule W2 to disclose the registrant’s statement of financial
condition, as of the last day of the month prior to the filing of this form
MA-W.
Item 7
Select the “Yes” radio button on Items 3A, 3B, or 5 to provide the
statement of financial condition.
The following Form MA-W Schedules with their primary screens are explained further.
●
Section 4 of Schedule W1: Advisory Contract Assignments
●
Section 7 of Schedule W2: Statement of Financial Condition
Section 4 of Schedule W1 of Form MA-W, shown in Figure 9-123, enables you to provide details
of the person to whom the registrant has assigned a municipal advisory contract.
Figure 9-123: Schedule W1: Section 4 - Advisory Contract Assignment
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Adding Advisory Contract Assignments
1. To add a new advisory contract assignment, click the [New Contract Assignment]
button on the Item 4 Advisory Contract Assignments screen. The “Advisory Contract
Assignment” modal window is displayed.
2. Enter the full name, business address, and phone number of the person that engages in
municipal advisory activities and to whom the registrant has assigned a municipal
advisory contract in the appropriate fields.
3. Specify whether the business address provided is a private residence.
4. Click the [Close] button to save and finish.
Section 7 of Schedule W2 of Form MA-W, shown in Figure 9-124, enables you to disclose the
nature and amount of the registrant’s assets, liabilities, and shareholders’ equity.
Figure 9-124: Schedule W2 - Section 7 Statement of Financial Condition
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Providing Statement of Financial Condition
1. Enter the dollar amount for each field in section I (Assets) and section II (Liabilities
and Shareholders’ Equity).
2. The application automatically calculates the total amount for the following fields:
Total Current Assets, Total Assets, Total Current Liabilities, Total Fixed Liabilities,
and Total Liabilities and Shareholders’ Equity.
9.2.10.4 Municipal Advisor Documents
The Attach Documents List screen is used to upload documents necessary for Forms MA, MA-I,
and their variants. This includes Form MA-NR or any supporting documents for DRPs. All
document attachments must be in valid PDF. (Refer to Section 5.2.3, “Unofficial PDF” for
EDGAR standards on PDF attachments.)
The following two attachments are required when the applicant or an associated person is a
non-resident of the U.S.:
●
●
Attach Form MA-NR as EX.99-31 MA-NR when a non-US State is selected for the
following Items on Forms MA, MA-I, or their variants:
o
Item 1E(1): Principal Office and Place of Business – Address, on Form MA and its
variants.
o
Item 3: Current Address, on Form MA-I and its variants.
Attach an Opinion of Counsel as EX-99.34 OPIN COUNSL if the municipal advisory firm
is a non-resident (selected a non-US State for Item 1E(1) on Form MA).
The following two attachments are optional if there is a Criminal or Regulatory DRP on the form:
●
Attach applicable court documents as EX-99.32 APP CRT DOC for Criminal Action DRP
and Regulatory Action DRP on Forms MA, MA-I, or their variants.
●
Attach applicable regulatory documents as EX-99.33 APP REG DOC for Regulatory
Action DRP on Forms MA, MA-I, or their variants.
The Attach Documents List screen is shown in Figure 9-125. For details on how to add, delete or
validate a document, refer to “Attach Documents List” in Section 9.2.4.
Figure 9-125: Attach Documents List Screen
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9.2.10.5 Execution/Signature
The Execution or Signature screen allows you to provide a signature by typing your name in the
Signature field and thereby certifying that all information provided on the Municipal Advisor
form submission is true and correct.
The municipal advisory firm must complete and sign Form MA-I for each associated person of
the firm. Refer to “General Instructions” on the Form MA Instructions screen (displayed upon
clicking the Instructions tab on the navigation pane) for more information about signatures on
Form MA, MA-I, or MA-W.
Complete the appropriate section of the Execution page on Form MA:
●
“Domestic Municipal Advisor Execution” section, if the municipal advisory firm is a
resident of the United States.
●
“Non-Resident Municipal Advisor Execution” section, displayed when a non-US state is
selected for Item 1E(1), if the municipal advisory firm is not a resident of the United
States.
The Execution screen for Form MA-W is shown in Figure 9-126 as an example. Select the type of
applicant withdrawing the registration, prior to providing the signature.
Figure 9-126: Form MA-W Execution Screen
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9.2.10.6 Municipal Advisor Form Submission
Once you have completed the required information on a selected Municipal Advisor form, click
the [SUBMIT] button at the top of the screen to transmit your submission to EDGAR.
The system validates the form to ensure that you have completed all Items and any required
Schedules or DRPs. A red “x” icon is displayed on the tabs that contain incomplete or invalid
data. You must complete any missing information and correct any errors before re-attempting to
submit the form to EDGAR. A warning message is displayed on the Confirmation screen to
indicate that a LIVE submission is being made to EDGAR, in contrast to a TEST submission.
Confirmation
The Confirmation screen, shown in Figure 9-127, prompts you to ‘Transmit’ or ‘Cancel’ your
submission.
Figure 9-127: Confirmation Screen
If you do not want to transmit the live submission, click the [Cancel] button on the Confirmation
screen. Otherwise, click the [Transmit LIVE Submission] button to submit your filing to EDGAR
for processing. If the submission transmits successfully, an Acknowledgment screen is displayed.
Municipal Advisor Form Submission Acknowledgment
The Acknowledgment screen, shown in Figure 9-128, provides acknowledgment of your
Municipal Advisor form submission. Retain the accession number of the submission for your
records.
Figure 9-128: Submission Acknowledgment Screen
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9.2.11 File Form SDR
This section describes the general process for preparing and submitting Form SDR (Application
or Amendment to Application for Registration or Withdrawal from Registration as
Security-Based Swap Data Repository) to EDGAR pursuant to Section 13(n) of the Securities
Exchange Act of 1934 and Rules 13n-1 and 13n-3 thereunder.
Form SDR has the following variants (submission form types):
●
SDR: Application for Registration
●
SDR/A: Interim Amendment
●
SDR-A: Annual Amendment
●
SDR-W: Application for Withdrawal from Registration
SDR Compliance and Financial Reports are filed using the following submission form types:
●
SDR-CCO: Annual Compliance Report and Financial Report
●
SDR-CCO/A: Amendment to Compliance Report and Financial Report
9.2.11.1 General Instructions for Preparing and Filing Form SDR
The following section provides general instructions to consider when filing Form SDR:
●
Applicants must select the ‘File SDR’ link on the EDGAR Filing Website to file
submission form types SDR, SDR/A, SDR-A, and SDR-W. For instructions on how to
prepare and file submission form types SDR, SDR/A, SDR-A, and SDR-W, refer to
Section 9.2.12 in this volume.
●
Applicants must select the ‘SDR-CCO’ and ‘SDR-CCO/A’ links on the EDGARLink
Online Submission Type Selection screen to file submission form types SDR-CCO and
SDR-CCO/A respectively. These submission form types are prepared using the
EDGARLink Online application. For instructions on how to prepare and file EDGARLink
Online forms, refer to Section 7.3, “Preparing Your EDGARLink Online Submission” in
this volume.
●
Applicants can submit filer-constructed XML submissions for submission form types
SDR, SDR/A, SDR-A, SDR-W, SDR-CCO, and SDR-CCO/A via the ‘Transmit’ link on
the EDGAR Filing Website.
●
o
Applicants can construct XML submissions for submission types SDR, SDR/A,
SDR-A, and SDR-W by following the “EDGAR SDR XML Technical Specification”
document available on the SEC’s Public Website
(http://www.sec.gov/info/edgar.shtml).
o
Applicants can construct XML submissions for submission types SDR-CCO and
SDR-CCO/A by following the “EDGARLink Online XML Technical Specification”
document available on the SEC’s Public Website
(http://www.sec.gov/info/edgar.shtml).
It is necessary to provide a valid filer CIK and CCC on the Filer Information screen before
entering any other data or navigating to other screens. Based on the CIK/CCC entered,
certain fields on the Application Information and General Information screens of
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submission form types SDR, SDR/A, SDR-A, and SDR-W are pre-populated with
information maintained in EDGAR.
●
If the applicant enters a valid CIK and CCC combination on the Filer Information screen
of submission form types SDR/A (interim amendment), SDR-A (annual amendment), and
SDR-W (withdrawal), form data will be pre-populated from the most recently accepted
SDR, SDR/A, SDR-A, or SDR-W filing, eliminating the need to re-enter this information.
The applicant will have the ability to amend any form data that has become inaccurate or
outdated.
●
The “Request Confidentiality” check box on submission form types SDR, SDR/A,
SDR-A, and SDR-W allows applicants to select which information and attached exhibits
to request confidential treatment. By default, the “Request Confidentiality” check box will
not be selected and confidential treatment is waived.
Note: The “Request Confidentiality” check box on EDGARLink Online submission form
types SDR-CCO and SDR-CCO/A allows applicants to request confidential
treatment for each attached document. For information on how to request
confidential treatment for attached documents for submission form types
SDR-CCO and SDR-CCO/A, refer to Section 7.3.4.6 of Chapter 7 in this volume.
●
After Form SDR is submitted, SEC staff will review the submission and make a
determination of whether the information for which confidential treatment is requested
should be made public. EDGAR will disseminate only the content and attached exhibits of
the submission that SEC staff has determined to be public.
●
As part of processing the SDR filings, SEC staff can generate three new Commission
notices that will be disseminated through EDGAR:
o
Notice of Registration Granted (REG): This form type is generated by SEC staff to
indicate that the Commission has granted the filer’s application for registration as a
security-based swap data repository.
o
Notice of Registration Denied (DEN): This form type is generated by SEC staff to
indicate that the Commission has denied the filer’s application for registration as a
security-based swap data repository.
o
Notice of Effective Withdrawal from Registration (WDL): This form type is
generated by SEC staff to indicate that the filer’s application for withdrawal from
registration as a security-based swap data repository is effective.
●
Applicants filing an interim amendment (SDR/A) must verify that all information,
including unamended information, provided in items 1 through 17, 26, and 48 on SDR/A
is true, current, and complete. Applicants must amend the items as needed and attach
applicable exhibits as listed in Section E.4.10 of Appendix E in this volume.
●
Applicants filing an annual amendment (SDR-A) must file a complete Form SDR, provide
answers to all items, and include all the applicable exhibits as listed in Section E.4.10 of
Appendix E in this volume. Applicants must indicate which items have been amended
since the last annual amendment, or, if the applicants have not yet filed an annual
amendment, since their application for registration as a security-based swap data
repository.
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●
Applicants filing an application of withdrawal from registration (SDR-W) need to update
any items or exhibits that are being amended since the security-based swap data
repository’s last filing of Form SDR.
●
Throughout the filing process, applicants will have the ability to view the filing
instructions, view and print Form SDR, save the form to their computer, and exit the
process via the menu buttons displayed on the upper right corner of the screen. (For more
information on menu buttons, refer to Section 9.2.2, “General Information on Online
Forms” in this volume.)
9.2.12 Completing a Form SDR Submission
Applicants filing Form SDR must click the ‘File SDR’ link on the EDGAR menu (Figure 9-54) of
the Filing Website. The File SDR Forms screen will be displayed (Figure 9-129) where applicants
can select the type of filing (SDR, SDR/A, SDR-A, and SDR-W) to submit. Applicants filing
submission form types SDR, SDR/A, SDR-A, and SDR-W must provide answers to all items and
include, as exhibits, all the necessary documents.
To assist applicants in filing Form SDR, a comprehensive description of each screen is given
below. Information relevant to filing submission form types SDR/A, SDR-A, and SDR-W is also
provided.
9.2.12.1 Selecting Submission Form Type
The File SDR Forms screen is displayed below (Figure 9-129), allowing applicants to select the
type of filing to submit.
Figure 9-129: File SDR Forms - Type of Filing Selection Screen
Select a submission form type from the File SDR Forms screen:
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●
Select the “Application for Registration (SDR)” option to file an application for
registration as Security-based Swap Data Repository.
●
Select the “Interim Amendment (SDR/A)” option to file an interim amendment to the
application for registration as Security-based Swap Data Repository.
●
Select the “Annual Amendment (SDR-A)” option to file an annual amendment to the
application for registration as Security-based Swap Data Repository.
●
Select the “Application for Withdrawal from Registration (SDR-W)” option to file an
application for withdrawal from registration as Security-based Swap Data Repository.
●
Select the “Continue with any saved SDR Form (Stored on your computer)” option to
continue working on a previously saved Form SDR (stored on your computer).
Click the [Next] button. The Filer Information screen specific to the selected form type is
displayed.
9.2.12.2 Filer Information
The Filer Information screen allows an applicant to enter information pertaining to its filing. The
screen header displays the form that corresponds to the type of submission selected on the
File SDR Forms screen. The Filer Information screen for Form SDR-A is shown as an example
below (Figure 9-130). In addition to the screen header, the screen displays fields that are specific
to the SDR submission form type being submitted.
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Figure 9-130: Filer Information Screen - Submission Form Type SDR-A
The following are the data entry conventions for the Filer Information screen:
●
Filer CIK and Filer CCC: Enter the CIK and CCC of the applicant.
●
Is this a LIVE or TEST Filing?: Select the radio button to mark the submission as a
LIVE or TEST filing. Select the “TEST” radio button to submit a test filing and EDGAR
will treat the submission as a test that will not be disseminated.
●
Is this an electronic copy of an official filing submitted in paper format in connection
with a hardship exemption?: Select the check box if this submission is a confirming
electronic copy of an official filing previously submitted in paper format. An electronic
confirming copy of a paper filing is not an official filing.
●
File Number: Enter the EDGAR standard file number with a 040 prefix in the File
Number text box (displayed upon selecting the check box for “Is this an electronic copy of
an official filing submitted in paper format in connection with a hardship exemption?”).
●
Would you like a return copy?: Select the “Yes” check box to request a return copy of
the submission. Copies of accepted LIVE filings and accepted or suspended TEST filings
are stored on the EDGAR Filing Website. Requested return copies of the filings are not
sent via e-mail. They can be downloaded via the EDGAR Filing Website.
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●
Submission Contact Information: Enter the name, phone number, and e-mail address of
the person that the SEC may contact for any questions concerning the submission.
●
Notify via Filing website only?: Select the check box to download the filing status
notification (of whether a filing is accepted or suspended) from the EDGAR Filing
Website. Selecting this option restricts EDGAR from sending e-mail notifications of filing
status.
●
Notification E-mail Address: To notify others about the status of the filing, enter their
e-mail addresses. A maximum of three addresses may be added by clicking the [Add]
button. After the applicant submits the filing, EDGAR will automatically send notification
messages to these e-mail addresses informing them of the filing status, i.e., the filing was
accepted or suspended.
●
Start Period: Enter or select the start date of reporting or period of filing, if filing an
annual amendment (SDR-A). The date entered must be in MM/DD/YYYY format. A
future date is not allowed.
●
End Period: Enter or select the end date of reporting or period of filing, if filing an annual
amendment (SDR-A). The date entered must be in MM/DD/YYYY format. A future date
is not allowed.
9.2.12.3 Application Information
The Application Information screen for Form SDR is shown in Figure 9-131. This screen displays
information about an applicant’s identity and the address of its principal executive offices.
Figure 9-131: Application Information Screen -Submission Form Type SDR
The fields below on the Application Information screen are pre-populated with
information maintained in EDGAR for the applicant’s CIK. The pre-populated fields that
are non-editable will appear dim on the screen.
●
Exact Name of Applicant as Specified in Charter: Displays the name of the applicant as
specified in the charter. This field is pre-populated from the Entity Name associated with
the CIK entered at the beginning of the filing process and is not editable.
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●
Address of Principal Executive Offices: Displays the address of the applicant’s principal
executive offices. These fields are pre-populated from the Business Address associated
with the CIK entered at the beginning of the filing process and are not editable.
If applicants want to update the information stored in EDGAR (for example, “Address of
Principal Executive Offices”), they must click the hyperlinked word “here” within
“Changes to company information may be made here” on this screen. The Retrieve/Edit
Data screen will be displayed on a new browser window where the information
maintained in EDGAR can be modified. However, the modified information will only be
displayed on the applicable fields in Form SDR upon exiting the current session and
restarting the filing process.
The following fields will be displayed based on the submission form type selected, and applicants
must complete the fields as appropriate:
●
List all items that are amended: Specify which items have changed since the previous
filing of Form SDR, an interim amendment (SDR/A), annual amendment (SDR-A), or
withdrawal (SDR-W) and are being updated in the current filing. This field allows a
maximum of 256 characters.
●
List all items that are amended since the last annual amendment: Specify which items
have changed since the previous filing of an annual amendment (SDR-A) and are being
updated in the current filing. This field allows a maximum of 256 characters.
●
Check here to confirm that there is no inaccurate information to update:
For withdrawals (SDR-W), select this check box to confirm that the information is
accurate and needs no update.
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Figure 9-132: Application Information Screen - Submission Form Type SDR-W
9.2.12.4 General Information (1-7)
The General Information (1-7) screen shown in Figure 9-133 is composed of Items 1 through 7 of
Form SDR. This screen allows applicants to provide:
●
Contact information.
●
Information concerning successor entities (if applicable).
●
A list of asset classes of security-based swaps for which the applicant is collecting and
maintaining data or for which it proposes to collect and maintain data.
●
A description of the functions that it performs or proposes to perform.
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Figure 9-133: General Information (1-7) Screen
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The following are the data entry conventions for the General Information (1-7) screen:
●
In Item 1, enter the name under which the applicant’s business is conducted, if different
from the name of the applicant as specified in charter. This field allows a maximum of 150
characters.
●
In Item 2, if the applicant’s name of business is amended, enter the full, previous business
name. This field allows a maximum of 150 characters.
●
In Item 3, the Mailing Address fields are pre-populated from the mailing address
associated with the CIK entered at the beginning of the filing process. These fields are
Address 1, Address 2, City, State/Country, and Mailing Zip/Postal Code.
If applicants want to update the information stored in EDGAR, then they must click the
hyperlinked word “here” within “Changes to company information may be made here” on
this screen. The Retrieve/Edit Data screen will be displayed on a new browser window
where the information maintained in EDGAR can be modified. However, the modified
information will only be displayed on the applicable fields in Form SDR upon exiting the
current session and restarting the filing process.
●
In Item 4, enter the principal office(s) and address(es) where security-based swap data
repository and securities information processor activities are conducted. Applicants must
enter details of at least one office. A maximum of 15 offices and their corresponding
addresses can be included.
●
In Item 5, select the “Not Applicable” check box if the applicant is not a successor; all data
fields in Item 5 will then be hidden. Alternatively, if the applicant is a successor (within
the definition of Rule 12b-2 under the Exchange Act) to a previously registered
security-based swap data repository, then provide the following details in Item 5:
a. Date of Succession: Enter or select the date of succession. The date entered must
be in MM/DD/YYYY format. A future date is not allowed. Select the “Not
Applicable” check box if the date of succession is not applicable.
b. Full name and address of predecessor security-based swap data repository:
Enter the full name and address of the predecessor security-based swap data
repository in the corresponding fields. Select the “Not Applicable” check box if
the name and address of the predecessor are not applicable.
c. Predecessor’s CIK: Enter the SEC-supplied CIK number of the predecessor
security-based swap data repository. Alternatively, select the “Not Applicable”
check box to indicate that the predecessor’s CIK is not applicable.
●
In Item 6, list all asset classes of security-based swaps for which the applicant is collecting
and maintaining data or for which it proposes to collect and maintain data. This field
allows a maximum of 256 characters.
●
In Item 7, provide a description of the function(s) that the applicant performs or proposes
to perform. This field allows a maximum of 1000 characters.
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9.2.12.5 General Information (8-11)
The General Information (8-11) screen shown below (Figure 9-134) is composed of Items 8
through 11 of Form SDR. This screen allows the applicant to provide information regarding its
type of business organization. Additionally, this screen allows the applicant to specify the name
and address of the designated person or corporate officer who may be notified or served in
connection with any action or proceeding against the applicant.
Figure 9-134: General Information (8-11) Screen
The following are the data entry conventions for the General Information (8-11) screen:
●
In Item 8, select the applicant’s organization type. The options are: Corporation,
Partnership, and Other Form of Organization. Based on the organization type selected,
Item 9 or 10 will be displayed.
o
●
If “Other Form of Organization” is selected, then specify the applicant’s form of
organization in the “Specify” text box. This field allows a maximum of 256 characters.
In Item 9, if the applicant is a corporation or other form of organization (besides a
partnership), then provide the following details:
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a. Date of incorporation or organization: Enter or select the date of incorporation
or organization. The date entered must be in MM/DD/YYYY format. A future date
is not allowed.
b. Place of incorporation or state/country of organization: This field is
pre-populated based on the CIK value entered at the beginning of the filing
process, and is non-editable.
If applicants want to update the information stored in EDGAR, they must click the
hyperlinked word “here” within “Changes to company information may be made
here” on this screen. The Retrieve/Edit Data screen will be displayed on a new
browser window where the information maintained in EDGAR can be modified.
However, the modified information will only be displayed on the applicable fields
in Form SDR upon exiting the current session and restarting the filing process.
●
In Item 10, if the applicant is a partnership, then provide the following details:
a. Date of filing of partnership agreement: Enter or select the date of filing of
partnership agreement. The date entered must be in MM/DD/YYYY format. A
future date is not allowed.
b. Place where partnership agreement was filed: Enter the place where the
partnership agreement was filed. This field allows a maximum of 150 characters.
●
In Item 11, specify the name and address of the designated person or corporate officer
(other than a Commission member, official, or employee) who may be notified or served
in connection with any action or proceeding against the applicant:
o
Enter the name of the person or, if the applicant is a corporation, the title of the officer
who may be notified or served by certified mail in connection with any action or
proceeding against the applicant. This field allows a maximum of 150 characters.
o
Enter the name of the applicant or applicable entity who may be notified or served by
certified mail in connection with any action or proceeding against the applicant. This
field allows a maximum of 150 characters.
o
Enter number and street, city, state, and zip code of the applicant’s address in the
corresponding fields. Additionally, enter the phone number of the contact person in
the Telephone Number field.
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9.2.12.6 Custodian Information
The Custodian Information screen shown in Figure 9-135 comprises Item 12 of Form SDR, and is
applicable to only submission form type SDR-W. This screen allows the applicant to provide the
name(s) and address(es) of the custodian(s) of the books and records that the applicant maintained
in connection with its performance of security-based swap data repository and securities
information processor functions.
Figure 9-135: Custodian Information Screen - Submission form type SDR-W
The following are the data entry conventions for the Custodian Information screen:
●
In Item 12, enter the name(s) and address(es) of the person(s) who has or will have
custody or possession of the books and records that the applicant maintained in connection
with its performance of security-based swap data repository and securities information
processor functions. Enter details of at least one custodian. A maximum of 20 names and
their corresponding addresses can be included.
●
If the address(es) where books and records will be located are different from the
custodian’s address(es), then provide the address(es). A maximum of 20 addresses can be
included.
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9.2.12.7 Signature
The Signature screen (Figure 9-136) must be signed by a person who is duly authorized to act on
behalf of the security-based swap data repository.
This screen allows the applicant to provide the applicant’s name, signature, and title of the duly
authorized representative of the security-based swap data repository who certifies that the
information provided in this submission is true, current, and complete.
Figure 9-136: Signature Screen
The following are the data entry conventions for the Signature screen (Item 13):
●
Applicant has duly caused this application, amendment, or withdrawal to be signed
on its behalf by the undersigned, hereunto duly authorized, on this date: Select or
enter the date in MM/DD/YYYY format. A future date is not allowed.
●
Name of Applicant: Enter the name of the applicant. This field allows a maximum of 150
characters.
●
Signature of General Partner, Managing Agent or Principal Officer: Enter the full
name (i.e., first name, middle name, and last name) of the individual signing the form (up
to 255 characters). The form must be signed on behalf of the applicant by a duly
authorized representative of the security-based swap data repository.
●
Title: Enter the title of the person signing the form. This field allows a maximum of 60
characters.
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9.2.12.8 Attached Documents List
The Attached Documents List screen is shown in Figure 9-137 and pertains to Items 14 to 48 of
Form SDR. This screen allows the applicant to upload the necessary attachments for submission
form types SDR, SDR/A, SDR-A, and SDR-W. The maximum size of all SDR submissions,
including all attached documents, must not exceed 200 MB. Upload these document attachments
in ASCII, HTML, XBRL, XML, XSD, JPEG, or GIF formats, as applicable. Refer to Chapter 5,
“Constructing Attached Documents and Document Types” in this volume for information on
EDGAR standards for ASCII and HTML document attachments. Document attachments in
XBRL must conform to the EDGAR standards described in Chapter 6, “Interactive Data.”
Attaching documents that do not meet these standards may cause the filing to be suspended. Once
a document is attached, select, as applicable, the “Request Confidentiality” check box to request
confidential treatment for the attached document. SEC staff will review the submission and make
a determination of whether the information for which confidential treatment is requested should
be made public. EDGAR will disseminate only the content and attached exhibits of the
submission that the SEC staff has determined to be public.
Appendix E, Section E.4.11, in this volume lists the exhibits applicable to submission form types
SDR, SDR/A, SDR-A, and SDR-W. The list identifies the required and optional exhibits for these
submission form types.
Figure 9-137: Attached Documents List Screen
Applicants can also submit correspondences to the SEC using the CORRESP document type. For
the CORRESP document type, the acceptable attachment formats are ASCII and HTML.
Adding a Document and Requesting Confidentiality
To add a document, follow the steps given below:
1. Click the [Add Document] button on the Attach Documents List screen. The Select
File window is displayed.
2. Select a file to attach and click the [Open] button. The name of the attached file is
displayed in the File Name field.
Note: The file name must follow the EDGAR file naming standards described in
Section 5.1.1, “File Naming Standards” of this volume.
3. Select the document type from the values displayed in the Type field.
4. Enter a description for the attached document in the Description field. This field is
optional and allows a maximum of 255 characters.
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5. To request confidential treatment for the attached document, select the “Request
Confidentiality” check box.
Note: By default, the “Request Confidentiality” check box will not be selected for
each attached document.
6. Repeat steps 1 to 5 to add multiple attachments.
Deleting a Document
To delete a document, follow the steps given below:
1. Select the check box adjacent to the document and click the [Delete Document]
button. A Confirmation window will be displayed.
a. Click the [Yes] button to confirm deletion. EDGAR removes the document from
the submission.
b. Click the [No] button to return to the Attached Documents List screen.
Before transmitting the SDR submission, we recommend that applicants validate their document
attachments.
Validating a Document
Applicants can validate a document for errors by using the Doc Validation function.
1. Attach the documents to the EDGAR submission as described above.
2. Select the check box adjacent to the document and click the [Validate Document]
button.


If there are no errors in the document, then the Errors field will display a value of
zero. Transmit the submission after it is validated.
If there are errors in the document, then the Errors field will display a value that
corresponds to the number of errors in the document. Follow steps 3 and 4 to correct
any document errors.
3. Click the value in the Errors field for the document that contains errors. A Document
Validation window will open and list the errors in the document.
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Figure 9-138: Document Validation Screen
4. Correct any document errors using the tool used to create the document.
9.2.12.9 Not Applicable Exhibits
Applicants can submit an SDR filing without attaching documents for Items 14, 18, 20, 21, 22,
and 25 of Form SDR (i.e., Exhibits A, E, G, H, I, and L) by designating them as “Not Applicable.”
The Not Applicable Exhibits screen shown in Figure 9-139 allows the applicant to designate one
or more of the following exhibits as “Not Applicable” to the current filing:
●
EX-99.A SDR SUMMARY
●
EX-99.E SDR
●
EX-99.G SDR
●
EX-99.H SDR
●
EX-99.I SDR SUMMARY
●
EX-99.L SDR
Figure 9-139: Not Applicable Exhibits Screen
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Designating an Exhibit as Not Applicable
Follow the steps below to designate an exhibit as “Not Applicable”:
1. Select the exhibit type from the “Not Applicable Exhibits” drop down list.
2. Enter the reason why the selected exhibit is not applicable to the filing in the “Not
Applicable Reason” text box. This field is optional and allows a maximum of 256
characters.
3. To request confidential treatment for the exhibit designated as “Not Applicable,”
select the “Request Confidentiality” check box.
Note: By default, the “Request Confidentiality” check box will not be selected.
4. To designate more than one exhibit as “Not Applicable,” repeat steps 1 to 3. A
maximum of six exhibits can be selected as “Not Applicable” to the filing. Duplicate
values are not permitted for the “Not Applicable Exhibits” field.
Follow the steps below to delete an exhibit type designated as “Not Applicable”:
1. Select the check box adjacent to the “Not Applicable Exhibits” drop down list and
click the [Delete] button. A Confirmation window will be displayed.
a. Click the [Yes] button to confirm deletion. EDGAR removes the exhibit type
designated as “Not Applicable” from the submission.
b. Click the [No] button to return to the Not Applicable Exhibits screen.
9.2.12.10Form SDR Submission
After completing the required information on a selected Form SDR, click the [Submit] button at
the top of the screen to transmit the submission to EDGAR.
The system will validate the form to verify that all required items in the form have been
completed. A red “x” icon will display on the tabs that contain incomplete or invalid data.
Complete any missing information and correct any errors before re-attempting to submit the form
to EDGAR. If the applicant is filing a “Live” submission and there are no errors in the form, then
the system will display a Confirmation/Warning screen. Alternatively, if the applicant is filing a
“Test” submission and there are no errors in the form, then the system will display an
Acknowledgment screen (Figure 9-141).
Confirmation
The Confirmation screen will prompt the applicant to “Transmit” or “Cancel” the Form SDR
submission.
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Figure 9-140: Confirmation Screen
Click the [Cancel] button on the Confirmation screen to cancel the live submission; this returns
the applicant to the Filer Information screen.
To submit the SDR filing to EDGAR for processing, click the [Transmit LIVE Submission]
button on the Confirmation screen.
After Form SDR is submitted, SEC staff will review the submission and make a determination of
whether the information for which confidential treatment is requested should be made public. If
the SEC staff accepts the SDR filing, then EDGAR will immediately disseminate the content and
attached exhibits of the submission that the SEC staff has determined to be public. Additionally,
EDGAR will automatically send a notification to the e-mail address(es) specified on the Filer
Information screen, stating that the filing was accepted.
Conversely, if the SEC staff suspends the SDR filing, EDGAR will automatically send a
notification to the provided email address(es) communicating that the submission was suspended.
The filing status notification can also be retrieved from the Retrieve Submission Information
screen of the EDGAR Filing Website or the EDGAR OnlineForms/XML Website. The suspended
filing will not be disseminated.
Form SDR Submission Acknowledgment
The Acknowledgment screen, shown in Figure 9-141, provides acknowledgment of the Form
SDR submission. Applicants may retain the accession number of the submission for their records.
Figure 9-141: Acknowledgment Screen
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10.
FILER-CONSTRUCTED XML SUBMISSIONS
10.1
Filer-Constructed XML Technical Specifications
Preparing a submission without using the EDGAR OnlineForms/XML Website or EDGARLite
requires a working knowledge of XML. The EDGAR OnlineForms/XML Website and
EDGARLite automatically assemble all your information into an EDGAR-compatible XML
submission. XML forms are accepted by EDGAR, processed, and indexed into our databases. If
you want to prepare your submission without using the EDGAR OnlineForms/XML Website or
EDGARLite, you must use our Filer-Constructed XML Filing Specification documents. They are
specific to the form type that you will be constructing. You can find additional information about
these documents and download them from the SEC’s Public Website at:
http://www.sec.gov/info/edgar/ednews.shtml.
Filer-Constructed XML submissions can be transmitted to EDGAR in two ways. You can use
either the ‘Transmit XML Submission’ link on the EDGAR OnlineForms/XML Website or the
‘Transmit’ link on the EDGAR Filing Website. Filer-Constructed XML submissions are
transmitted in the same way as any XML submission prepared via an EDGARLite template. You
can test your filer-constructed submission by selecting ‘Transmit as a Test Submission’ on the
Transmit Submission page of the EDGAR OnlineForm/XML Website. Alternatively, you can
select ‘Transmit as a Test Submission’ on the Transmit Submission page of the EDGAR Filing
Website to test your filer-constructed submission. EDGAR treats all submissions transmitted this
way as “test” and they will not be disseminated. To submit your filer-constructed filing as live,
you should use the Transmit as a Live Submission on the same web page.
Note: Test and Live tags included in the submission will also have an effect on how the filing is
processed. If you include a test tag in your submission, even if you send it in via the
‘Transmit as a Live Submission’ link, the EDGAR system will process the filing as a test
submission. Please make sure your internal tag and the link you choose on the website are
the same.
Details on the transmission of XML filings are contained in Section 8.6, Transmitting XML
Submissions.
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11.
DETERMINING THE STATUS OF YOUR FILING
11.1
Filing Date of Electronically Transmitted Submissions
If you begin direct transmission of a live submission after 5:30 P.M. Eastern time and the
submission is accepted, it will have a filing date as of 6:00 A.M. the next business day. If you start
direct transmission at or before 5:30 P.M., it will receive that day's filing date if it is accepted. For
special filing date processing of certain submission types, refer to Chapter 3, “Index To Forms.”
Note: Remember that submission transmission does not begin until EDGAR receives the first
byte of a transmission. When you make a time-sensitive submission, allow time for setup
of your Internet, building and error checking the submission, and the start of the
transmission.
11.2
Receiving E-Mail Status of Filings from the SEC
You can receive acceptance or suspense messages to an Internet electronic mail (e-mail) address;
see Chapter 7, Section 7.3.5, “The EDGARLink Online Notification Information Page.”
You cannot be sure EDGAR has accepted your submission unless you receive an acceptance
message. You have not made an official filing unless your acceptance message includes a filing
date. See APPENDIX A for more information.
The EDGAR Filing Website provides a quick way to check the status of your submission. Log in
to the website and query for information on your submission, see Section 11.5.1, “Retrieving
Submission Notification.”
11.2.1 How EDGAR Uses the Internet for E-Mail
If you use the Notification page on your submission template to list additional e-mail addresses,
EDGAR will forward acceptance and suspense messages to all specified e-mail addresses. As an
EDGAR filer, you are entirely responsible for setting up a valid Internet address through an ISP.
Internet access rates vary per ISP.
Please note the following information about the EDGAR Internet services:
●
With an Internet address, you can receive timely information regarding the acceptance or
suspension of your filing
●
You must use the Notification page for all filer-directed notifications for a specific filing
●
The following information will not appear in Internet notifications for test or suspended
live filings:
o
Subject-Company Name
o
Subject-Company CIK
o
Form Type
Note: When you download your notifications from the EDGAR Filing Website,
the Subject-Company Name, CIK, and Form Type appears in the body of the
notice.
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●
All Internet addresses have a maximum length of 80 characters. Only valid EDGAR
characters are accepted for Internet addresses. We also recommend that you do not use the
double quote (") character in an Internet address
●
EDGAR no longer e-mails requested Return Copies. You must download them from the
EDGAR Filing Website
11.2.2 How Mail Is Addressed to the Internet Address
EDGAR sends acceptance and suspense messages to a valid Internet e-mail address that you list
in your Company Contact Information on the EDGAR Filing Website. When you use the
Notification page, EDGAR will also send e-mail to additional Internet e-mail addresses on a
filing-by-filing basis. In addition, your company contact Internet e-mail address, which may be
updated on the EDGAR Filing Website, will always receive an acceptance/suspense message
when you submit a filing, unless you activate the “Notify Via Filing Website” check box.
On a per-filing basis, EDGAR sends submission notifications to any e-mail address listed either
on the Company Contact Information form and the Notification Information page. The
Notification Information page adds supplementary addresses for receiving notifications. If you
wish to permanently change the e-mail address, then edit the Company Contact Information form
on the EDGAR Filing Website. When submitting filings after 5:30 P.M., Eastern time, we
recommend that you retrieve submission information on the EDGAR Filing Website to inquire
about your submission status.
Note: Requested Return Copies are not sent via e-mail address. You can only download
requested Return Copies via the EDGAR Filing Website; see Section 11.4, “Return Copy
Support.”
11.3
Accessing Submission Information
You can access submission using the EDGAR OnlineForms/XML Website:
1. Log in to the EDGAR OnlineForms/XML Website.
2. Click the ‘Retrieve/Edit Data’ link.
3. The Retrieve/Edit Data page appears and prompts you for your CIK and CCC
information:

Enter your CIK in the CIK field and press [Tab].

Enter your CCC in the CCC field.

Click the [Continue] button.
This page verifies that you have access to retrieve or edit information on the EDGAR system.
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Figure 11-1: Retrieve/Edit Data Page
The next page is the Retrieve/Edit Company and Submission Data page, which is shown in
Figure 11-2: Retrieve/Edit Company and Submission Data Page. You can access the following
functions from this page:
●
Retrieve Submission Information
●
Retrieve Company Information
●
Retrieve Return Copies
●
Request Asset-Backed Securities (ABS) Issuing Entities Creation
●
Change Company Password or CCC
●
Enter Another CIK/CCC
Figure 11-2: Retrieve/Edit Company and Submission Data Page
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11.4
Return Copy Support
To receive a requested Return Copy in EDGARLink Online, you check the Would you like a
Return Copy box on the Filer Information page. On Ownership submissions, you can request a
return copy on the Submission Information Block. This check box places a <RETURN COPY>
tag in your submission automatically and EDGAR posts a copy of your accepted submission on
the EDGAR Filing Website.
You can retrieve the requested Return Copy only if you activate the requested Return Copy check
box.
11.4.1 Requesting a Return Copy via EDGARLink Online
While you are creating your submission, there is a “Would you like a Return Copy” check box on
the Main page of EDGARLink Online.
Figure 11-3: Request Return Copy Check Box
This check box insures that you can download a Return Copy of your accepted submission. To
use this check box:
●
Click the blank square once. A check appears in the block, indicating that it is activated.
●
To turn the Return Copy off, deactivate the check box by clicking on it again.
11.4.2 Requesting a Return Copy via an Ownership Submission
When using the OnlineForms/XML Website to create an Ownership filing, you can choose to
receive a return copy. In the Return Copy Information block note the radio button for a Return
Copy. Since the default is “Yes”, leaving the radio button at the default means that you will
receive a return copy.
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Figure 11-4: Ownership Form Type 3 Page
11.4.3 Who Can Access Return Copies
If you transmit a Test submission to EDGAR, only the Login-CIK can access both Accepted or
Suspended submission requested Return Copy.
If you transmit a Live submission to EDGAR, only the Primary Filer CIK can access the accepted
requested Return Copy. Suspended Live submission requested Return Copies are not available to
any registrants.
If you transmit a Live module to EDGAR and want to receive a requested Return Copy of your
indexed module, you must reference the Module in a test submission and activate the Return
Copy check box.
11.4.4 Retrieve Return Copies
EDGAR now allows you to access your requested Return Copy using the EDGAR Filing
Website.
1. Log in to EDGAR.
2. Click the ‘Retrieve/Edit Data’ link.
3. The Retrieve/Edit Data page appears and prompts you for your CIK and CCC
information.
This page verifies that you have rights to access the requested Return Copy.
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4. When the Company and Submission Information Retrieval page appears, click
‘Retrieve Return Copies’. The Return Copy Information page appears with a list of
submissions associated with your CIK.
Figure 11-5: Return Copy Information Page
5. To view a requested Return Copy, click the [Yes] button at the bottom of the page.
6. The Return Copy Download page displays the list of accession numbers. Select an
accession number and click the [Download Return Copy] button.
Figure 11-6: Return Copy Download Page
The Requested Return Copy Download Confirmation page confirms the submission you want to
download and advises you of the amount of time it takes to download the information.
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Figure 11-7: Return Copy Download Confirmation Page
7. Click on the Accession Number to continue.
8. The Return Copy page appears and displays a requested Return Copy of your
submission.
Note: Requested Return Copies are stored on the EDGAR Filing Website for seven business
days.
Use your browser’s print feature to print the Return Copy for future reference. You can also use
your browser’s save feature to save the Return Copy as a HTML or text file.
11.5
Submission Information
Retrieve Submission Information allows you to verify and retrieve information about any
submission in EDGAR that is associated with that login CIK. Information will be returned only
for submissions where the CIK (identified in the upper left corner of the Retrieve/Edit Company
and Submission Data page) is either the Filer CIK or Login CIK of the related submission.
Access to submission status information depends upon some time variables. In general, test filing
information will only be available for two business days. Suspended filing information will be
available for six business days. Accepted live filing information will be available for thirty
business days.
11.5.1 Retrieving Submission Notification
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can access submission notifications for your CIK:
1. Click the ‘Retrieve Submission Information’ link. The Retrieve Submission
Information page appears.
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Figure 11-8: Retrieve Submission Information Page
2. Enter query parameters for any or all of these three fields:



Enter the accession number of the filing you are looking for in the Accession
Number field. This query screen does not accept wild card characters. To retrieve all
submissions, leave the Accession Number field blank.
Choose the type of submission you are looking for: Test, Live, or Both from the
Transmission Mode field.
Choose the date range of when the submission was transmitted: Today, Within 5, 10,
or 30 Days from the Receipt Date Range field.
3. Click the [Get Information] button.
EDGAR retrieves a list of submissions associated with your CIK using the criteria you entered
above.
Note: If the information you enter does not retrieve any submissions, you can click the [Back]
button and enter different information.
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Figure 11-9: Submission Information Page
When the Submission Information page appears, a list of filings displays. Click the accession
number hyperlink to retrieve the Submission Notification page. This page displays the e-mail
notification that the e-mail recipients received. You can print this page for future reference using
your browser’s printing function.
Figure 11-10: Submission Notification Page
11.5.2 Retrieve Module/Segment Information
When you are creating a submission and want to include a reference to a module or segment, you
can verify that it is residing on EDGAR by using the Retrieve Module and Segments page on the
EDGAR Filing Website:
1. Log in to EDGAR and access the Retrieve/Edit Company and Submission page. Refer
to Volume I for details.
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2. Click the ‘Retrieve Module/Segment Information’ link.
3. The Module/Segment Information page appears. Click one of the two links to access
the module or segment information page:

Retrieve Module Information

Retrieve Segment Information
Figure 11-11: Module/Segment Information Page
11.5.3 Module Information
When you access the Module Information page by clicking ‘Retrieve Module Information’,
EDGAR displays a list of all the modules currently residing on EDGAR for your CIK. The list
contains the names and dates the modules were posted.
Figure 11-12: Module Information Page
Use your browser’s print function to print this list for future reference in your submission
documents, or reference in the Module/Segment page of EDGARLink Online.
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Note: You cannot view the contents of a module or segment from this page.
11.5.3.1 Deleting Modules
Because modules are stored on EDGAR indefinitely, from time to time you may need to update
modules on EDGAR. To replace a module, delete the existing module, and then transmit the new
module with the same name.
1. Log in to EDGAR and access the Module/Segment Information page.
2. Click the ‘Retrieve Module Information’ link. The Module Information page appears.
3. Click the [Yes] button at the bottom of this page to open the Delete Module page.
On the Delete Module page, a list of your modules is displayed in the Select Module to Delete list.
Figure 11-13: Delete Module Page
4. Scroll down the list and select the module you want to delete by clicking it.
5. Click the [Delete Module] button.
The Module Delete Confirmation page appears listing the module name and confirming you want
to delete the listed module from EDGAR.
Figure 11-14: Module Delete Confirmation Page
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6. Click the [Confirm Module Deletion] button to delete the module.
7. Click the [Cancel Changes] button to cancel the deletion, and return to the Company
and Submission Information Retrieval page.
The Delete Module Results page appears confirming your module has been deleted. Return to the
Delete Module page to remove any additional modules. Once your module has been deleted from
EDGAR, you cannot restore it. You will have to prepare and resubmit the module using the
Module/Segment template.
Figure 11-15: Delete Module Results Page
11.5.4 Segment Information
Because segments are stored on EDGAR for only six (6) business days, you do not need to delete
them. However, you can check to verify that a segment is still residing on EDGAR:
1. Log in to EDGAR and access the Module/Segment Information Page,
Figure 11-11: Module/Segment Information Page.
2. Click the ‘Retrieve Segment Information’ link. The Segment Information page
appears with a list of all the segments related to your CIK.
Figure 11-16: Segment Information Page
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You can print this page using your browser’s printing function for future reference.
This page displays the Segment Name and the Receipt Date. Remember you have six business
days from the time EDGAR receives your segment to reference it in your submission. If you do
not use the segment within six business days, you will have to resubmit it.
11.6
Getting Help with the Content of Filings or Exemptions/Adjustments
For help regarding filing content or fees, see Section 2.3.5, “Getting Help with EDGAR.”
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APPENDIX A. MESSAGES REPORTED BY EDGAR
A.1
Introduction
EDGAR generates and sends either acceptance or suspense messages to you after your
submission has been received. Either type of message may contain notices of discrepancies or
inconsistencies in the submission. Those notices are reported as warnings or errors. Errors cause a
submission to be suspended, but warnings do not.
After EDGAR generates a suspense message, you must correct and/or resubmit the submission
before we can accept it.
Notes:
(1) In some cases, EDGAR may replace an unrecognizable character in your submission
with a circumflex (^).
(2) Some discrepancies may generate either a warning or an error message depending
upon the tag or value involved.
(3) If you use the submission or document validation option to check a filing before
submitting it to us, you will receive the same similar messages as those received
from EDGAR.
(4) The term “tag” and the term “field” can be used interchangeably.
This appendix contains the following:
●
Examples of acceptance and suspense messages.
●
Examples of errors and warnings reported in acceptance and suspense messages, and the
accompanying messages that are generated.
●
An alphabetical listing of error/warning messages, with explanations and suggested
solutions.
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A.2
Example of Acceptance Message for Official Filings Returned via the Internet:
FROM:
EDGAR POSTMASTER [EDGARPOST1]
TO:
[email protected]
DATE:
10-Jan-2003 10:48
SUBJECT:
ACCEPTED FORM TYPE 10-K (1010101010-99-010051)
MSG ID:
97349-56392
THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION:
COMPANY: HI TECH PHARMACAL CO INC
FORM TYPE:
4
NUMBER OF DOCUMENTS: 3
RECEIVED DATE:
10-Jan-2003 10:48
ACCEPTED DATE: 10-Jan-2003 10:48
FILING DATE:
TEST FILING: NO
10-Jan-2003 10:48
CONFIRMING COPY: NO
ACCESSION NUMBER: 1010101010-03-010051
FILE NUMBER(S):
1. 000-20424
THE PASSWORD FOR LOGIN CIK 1010101010 WILL EXPIRE 31-DEC-2003
PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES.
REPORTING-OWNER(S):
1. CIK:
0000887497
OWNER:
BLACK, JOE
FORM TYPE: 4
FILE NUMBER(S):
1. 000-20424
ISSUER:
2. CIK:
0001186838
COMPANY:
HI TECH PHARMACAL CO INC
------------------------------ NOTICE ------------------------------{Adhoc Notification message}
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A.3
Example of Suspense Message:
FROM:
EDGAR POSTMASTER [EDGARPOST1]
TO:
TESTER01
DATE:
8-JAN-2003 10:54
SUBJECT:
SUSPENDED FORM TYPE 4
(0000950136-03-000028)
MSG ID:
13359-36894
THE FOLLOWING SUBMISSION HAS BEEN SUSPENDED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION:
FORM TYPE: 4
NUMBER OF DOCUMENTS: 1
RECEIVED DATE: 8-JAN 2003 10:18 SUSPENDED DATE: 8-JAN-2003 10:19
TEST FILING: NO
CONFIRMING COPY: NO
ACCESSION NUMBER: 0000950136-03-000028
FILE NUMBER(S):
1. NONE.
THE PASSWORD FOR LOGIN CIK 0000123567 WILL EXPIRE 01-FEB-2003 00:00.
THIS SUBMISSION MUST BE RE-TRANSMITTED IN ITS ENTIRETY.
ERR: TAG_VALUE_MISSING_OR_INVALID
MSG: Value for Issuer CIK is missing or invalid 0101010101.
LOC: LINE NUMBER: 0
------------------------------ NOTICE --------------------------------{Adhoc Notification message}
A.4
Explanation of Error Messages
EDGAR will list each error in the order in which it was encountered in processing. Some error
conditions may generate more than one error.
You will receive an error message, via the Internet address you have provided, in the following
format:
Tag
Description
ERR:
DUPLICATE_FILER
(This is EDGAR’s internal error message name for the error condition.)
MSG:
FILER_CIK (VALUE) IS DUPLICATED
(This message describes the error.)
Note: If the same error occurs repeatedly in a filing, not all of the errors will be reported. For
example, if the filing has exceeded the reporting limit for the number of invalid characters
in a filing, only the first 10 occurrences will be reported.
LOC: This portion of the message helps you identify the line number associated with the
error. The position of the error (character count) helps you move directly to the
error location so that you may easily repair the error.
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For example, the LOC section of the error message could be:
LINE NUMBER: 30
This appendix lists the Error Message names in alphabetical order.
The “ERR” or “WRN” and “MSG” sections of an error-check message are repeated in the List of
Errors. We have included the following two additional information categories in this list:
Tag
Description
DESCRIPTION
OF ERROR
This is a more detailed description of the
problem that caused the error and may explain
why the filing was not accepted.
SOLUTION:
This section of the message makes some
suggestions for correcting the error.
Note: Some error messages can be used for more than one tag field or error. In each error
message that can apply to multiple tags, the term <tag> or field is used.
An example of an error message that could be used for more than one tag could be:
Tag
Example
ERR:
REQUIRED_TAG_MISSING
MSG:
Required <CIK> tag is missing.
When you find "REQUIRED_TAG_MISSING" in the List of Errors, the message reads:
Tag
Example
MSG:
Required <value> tag is missing.
Since many tags are required for acceptance, not every possible message is listed here.
Similarly, a tag’s value may be noted in the error message received from EDGAR. In the listing of
errors in the manual, however, the message will have the tag value in parentheses (value). The
Internet error message will show the actual value that was inserted. For example, if the correct
CIK is 0000456789 and you entered 0000466789 after the <CIK> tag, the error message will
read:
ERR: INCONSISTENT_TAG_VALUE
MSG: <CCC> value is inconsistent with <CIK> (0000466789).
For the previous error, the message in this appendix will be:
MSG: <TAG> value is inconsistent <CIK> (value).
Although EDGAR has been designed to find as many errors as possible, certain types of
submission errors will halt processing so that subsequent errors cannot be detected. For example,
when the system does not recognize a submission type, the filing requirements cannot be checked.
Under such conditions, you will receive the message, “May contain other errors.”
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A.5
List of Errors and Warnings
Note: Errors [ERR] will cause a filing to be suspended; warnings [WRN] will not.
ERROR
DESCRIPTION
ERR:
ABS_ASSET_DOC_VALIDATION
MSG:
The ABS-EE Exhibit (value) document was removed because it failed
schema validation: (value).
DEFINITION OF The data file associated with the ABS-EE Exhibit failed schema validation
ERROR
for one of two reasons:
The file does not conform to one of the defined public schemas for an asset
class (EX-102).
The same value is repeated multiple times within one asset.
SOLUTION
Correct the repeated value and/or schema violation issues in the file and
resubmit the filing.
ERROR
DESCRIPTION
ERR:
ACTIVATE_CLASSES
MSG:
CIK (value) attempting to activate series (value).
DEFINITION OF CIK (value) is attempting to activate series (value) and is not permitted to
ERROR
do so.
SOLUTION:
Company must be an investment management company of type N-1A, N-3,
N-4 or N-6. Contact the Office of Filer Support for more information.
ERROR
DESCRIPTION
ERR:
ACTIVATE_SERIES
MSG:
CIK (value) attempting to activate series (value).
DEFINITION OF CIK (value) is attempting to activate series (value) and is not permitted to
ERROR
do so.
SOLUTION:
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Company must be an investment management company of type N-1A, N-3,
N-4 or N-6. Contact the Office of Filer Support for more information.
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ERROR
DESCRIPTION
ERR:
ACTIVE_CONTENT_NOT_ALLOWED
MSG:
Active content found within HTML document (DOCUMENT_TYPE):
(value).
DEFINITION OF A script, or other active content, was embedded in an HTML document that
ERROR:
was attached to the EDGAR filing.
SOLUTION:
Remove any scripts from HTML document(s) before submitting the filing
to EDGAR.
ERROR
DESCRIPTION
ERR:
BEGIN_TAG_MISSING
MSG:
In (value): the (value) end tag has no corresponding begin tag.
DEFINITION OF Your submission document has a beginning tag missing, i.e., <MODULE>
ERROR:
or <HTML>.
SOLUTION:
Insert the missing tag, enclose the document, and retransmit your
submission.
ERROR
DESCRIPTION
ERR:
CANNOT_VALIDATE_DOCUMENT
MSG:
Document (value) has a (value) of (value), so it will not be validated.
DEFINITION OF Your submission document cannot be validated because it is a graphic.
ERROR:
SOLUTION:
Clear the check box corresponding to the submission document and
revalidate your submission.
ERROR
DESCRIPTION
ERR:
CHANGE_TO_NON_SERIES_CLASS_FUND
MSG:
CIK (value) with existing active series is changing to non-S/C Fund (value).
DEFINITION OF CIK (value) has existing active series and is attempting to change its
ERROR:
investment company type to one of the following: N-1, N-2, N-5, S-1, S-3,
or S-6.
SOLUTION:
Using the EDGAR Filing Website, deactivate all series and classes before
attempting to change investment company type.
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ERROR
DESCRIPTION
ERR:
CHANGE_TO_SERIES_CLASS_FUND
MSG:
CIK (value) with existing series is changing to S/C Fund (value).
DEFINITION OF CIK (value) has existing series and is attempting to change its investment
ERROR:
company type to one of the following: N-1A, N-3, N-4, or N-6.
SOLUTION:
Contact the Office of Filer Support for more information.
ERROR
DESCRIPTION
ERR:
CIK_DEPOSITOR_MISMATCH
MSG:
Depositor CIK (value) provided for CIK (value) is not the parent of that
CIK.
DEFINITION OF The provided depositor is not associated with the filer.
ERROR:
SOLUTION:
Correct the submission file and resubmit.
ERROR
DESCRIPTION
ERR:
CIK_FILE_NUMBER_ACT_33_34_MISMATCH_SUSPEND
MSG:
File Number (value) either does not belong to CIK (value) or is not a 1933
or 1934 file number.
DEFINITION OF The filing is SUSPENDED for one of two reasons. The file number
ERROR:
provided does not match an existing file number assigned to the filer CIK.
Or, the file number provided is not a 1933 or 1934 Act file number.
SOLUTION:
Enter a valid file number and resubmit the filing.
ERROR
DESCRIPTION
ERR:
CIK_FILE_NUMBER_MISMATCH_BLOCK
MSG:
File Number (value) provided for CIK (value) does not belong to that CIK.
DEFINITION OF A provided file number is not associated with the correct filer.
ERROR:
SOLUTION:
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Correct the filing and resubmit.
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ERROR
DESCRIPTION
ERR:
CIK_IRS_NUMBER_MISMATCH
MSG:
IRS Number (value) provided for CIK (value) is incorrect.
DEFINITION OF The IRS Number specified for the filer is incorrect.
ERROR:
SOLUTION:
Correct the filing and resubmit.
ERROR
DESCRIPTION
ERR:
CIK_REF_429_MISMATCH
MSG:
Ref429 File Number (value) provided for CIK (value) does not belong to
that CIK.
DEFINITION OF A Reference429 file number is not associated with the correct filer.
ERROR:
SOLUTION:
Correct the filing and resubmit.
ERROR
DESCRIPTION
ERR:
CIK_REF_462B_MISMATCH
MSG:
Ref462B File Number (value) provided for CIK (value) does not belong to
that CIK.
DEFINITION OF A Reference462B file number is not associated with the correct filer.
ERROR:
SOLUTION:
Correct the filing and resubmit.
ERROR
DESCRIPTION
ERR:
DOC_NAME_TYPE_MISMATCH
MSG:
Document (value) cannot have a type of (value).
DEFINITION OF One of the documents in your submission has a missing file name type,
ERROR:
incorrect extension, invalid Type 1 module or segment, or incorrect file
type.
SOLUTION:
Correct the submission document and retransmit.
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ERROR
DESCRIPTION
ERR:
DOCUMENT_DELETED
MSG:
The PDF document (value) was removed from the submission since it
contains invalid content.
DEFINITION OF The unofficial PDF document contains an invalid tag and was removed
ERROR:
from the submission.
SOLUTION:
The submission will not be suspended if this is the only error.
ERROR
DESCRIPTION
ERR:
DUPLICATE_FILING
MSG:
Duplicate filing
DEFINITION OF You have submitted a duplicate filing. This error may require our
ERROR:
intervention for proper resolution.
SOLUTION:
Verify period of report and make correction, if necessary. If you
accidentally submitted a duplicate filing that was suspended, no further
action is needed. EDGAR will delete a suspended submission after six (6)
business days. If necessary, contact us for help with resolving this problem.
If you believe your filing is not a duplicate, call your subject matter
division, Corporation Finance, or Investment Management.
ERROR
DESCRIPTION
ERR:
DUPLICATE_FOOTNOTE_ID
MSG:
Footnote ID of “(value)” is used to identify more than one footnote in the
<footnotes> section.
DEFINITION OF Attempted to create more than one footnote with the same ID.
ERROR:
SOLUTION:
Remove the duplicate ID and resubmit.
ERROR
DESCRIPTION
ERR:
DUPLICATE_FOOTNOTE_REFERENCE
MSG:
The (value) references footnote (value) more than once.
DEFINITION OF An entry in either the Derivative or Non-Derivative table references the
ERROR:
same footnote ID more than once.
SOLUTION:
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Remove the duplicate reference and resubmit.
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ERROR
DESCRIPTION
ERR:
DUPLICATE_MODSEG_REFERENCE
MSG:
In (value): the reference to the (value) named (value) is specified more than
once.
DEFINITION OF Your submission references the same module or segment twice.
ERROR:
SOLUTION:
Correct the Type 2 module or segment document reference and retransmit
your submission.
ERROR
DESCRIPTION
ERR:
DUPLICATE_MODULE_NAME
MSG:
Attempt to re-use module name (value).
DEFINITION OF You attempted to Add, Delete, or Replace the module more than once in a
ERROR:
single submission, or attempted to add a module that already exists.
SOLUTION:
Either rename a module that you wish to add or, if this is a second attempt
to add or replace a module, check with Filer Support to verify if the module
has already been received, replaced, or added. If so, no further action is
required.
ERROR
DESCRIPTION
ERR:
DUPLICATE_MODULE_RESOLUTION
MSG:
Type 2 MODULE reference (value) is to a file named (value). Another
document, module, or segment in this submission has this same file name.
DEFINITION OF A module submission has the same name as another submission document.
ERROR:
SOLUTION:
Rename the module file and retransmit.
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ERROR
DESCRIPTION
ERR:
DUPLICATE_SEGMENT_NAME
MSG:
Attempt to re-use segment name (value).
DEFINITION OF You attempted to use duplicate segment names. This error can occur
ERROR:
because: there are duplicate segment names within one segment
submission; you attempted to use a segment name defined in a previous
submission.
Note:
Segment names expire upon use or after six (6) days from entry date.
SOLUTION:
Define a unique segment name and re-submit.
ERROR
DESCRIPTION
ERR:
DUPLICATE_SEGMENT_RESOLUTION
MSG:
Type 2 Segment reference (value) is to a file named (value). Another
document or module in this submission has this same file name.
DEFINITION OF A segment submission has the same name as another submission document.
ERROR:
SOLUTION:
Rename the segment file and retransmit.
ERROR
DESCRIPTION
ERR:
DUPLICATE_TAG_VALUE
MSG:
Class (id value) has a Class Name of (value) which is duplicated.
DEFINITION OF Class name is a duplicate Class name for the Series.
ERROR:
SOLUTION:
Retrieve and review the information in a new session and resubmit with
another value.
ERROR
DESCRIPTION
ERR:
DUPLICATE_TAG_VALUE
MSG:
Class (id value) has a Ticker Symbol of (value) which is duplicated.
DEFINITION OF Ticker symbol is a duplicate for the CIK.
ERROR:
SOLUTION:
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Retrieve and review the information in a new session and resubmit with
another value.
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ERROR
DESCRIPTION
ERR:
DUPLICATE_TAG_VALUE
MSG:
Series (id value) has a Series Name of (value) which is duplicated.
DEFINITION OF Series name is a duplicate Series name for the CIK.
ERROR:
SOLUTION:
Retrieve and review the information in a new session and resubmit with
another value.
ERROR
DESCRIPTION
ERR:
DUPLICATE_TAG_VALUE
MSG:
(Value) tag is duplicated.
DEFINITION OF The same tag value occurs more than once in the list of tag values. For
ERROR:
example, an SRO value of “AMEX” is provided twice.
SOLUTION:
Remove the duplicate tag value.
ERROR
DESCRIPTION
ERR:
EDGARLINK_DOCUMENT_ERROR
MSG:
The document (value) contains (value) error(s).
DEFINITION OF Your submission contains errors.
ERROR:
SOLUTION:
Resolve the issues within the attached documents, and then reattach the files
to the submission.
ERROR
DESCRIPTION
ERR:
EMPTY_DOCUMENT
MSG:
Document (value) in Submission of type (value) is empty.
DEFINITION OF The document indicated contains only white space.
ERROR:
SOLUTION:
Open the template that was submitted and view the attached documents.
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ERROR
DESCRIPTION
ERR:
END_TAG_MISSING
MSG:
In (value): the (value) begin tag has no corresponding end tag.
DEFINITION OF Your submission document has an end tag missing, i.e., </MODULE> or
ERROR:
</HTML>.
SOLUTION:
Insert the missing tag, enclose the document, and retransmit your
submission.
ERROR
DESCRIPTION
ERR:
ERROR_CONDITION
MSG:
An SD or SD/A submission without an EX-1.01 attachment is invalid when
Item 1.02 is specified.
DEFINITION OF You have specified Item 1.02 on a Form SD or SD/A submission, but the
ERROR:
submission is missing an attached document with the EX-1.01 document
type.
SOLUTION:
Attach exhibit EX-1.01 attachment in ASCII or HTML format and
resubmit.
ERROR
DESCRIPTION
ERR:
ERROR_CONDITION
MSG:
Exhibit type (value) cannot be attached to submission form type (value).
DEFINITION OF Your submission has been made using EX-95 attachment that is not valid
ERROR:
for submission types other than (10-K, 10-K/A, 10-KT, 10-KT/A, 10-Q,
10-Q/A, 10-QT, 10-QT/A, 20-F, 20-F/A, 40-F, and 40-F/A).
SOLUTION:
Remove the exhibit EX-95 attachment.
ERROR
DESCRIPTION
ERR:
ERROR_CONDITION
MSG:
An NRSRO-CE or NRSRO-CE/A submission without an EX-99.E1
NRSRO attachment is invalid.
DEFINITION OF Your NRSRO-CE or NRSRO-CE/A submission must have an EX-99.E1
ERROR:
NRSRO document attached.
SOLUTION:
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Attach an EX-99.E1 NRSRO attachment in PDF format and resubmit.
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ERROR
DESCRIPTION
ERR:
ERROR_CONDITION
MSG:
An NRSRO-FR or NRSRO-FR/A submission without an EX-99.Ra1
NRSRO attachment is invalid.
DEFINITION OF Your NRSRO-FR or NRSRO-FR/A submission must have an EX-99.Ra1
ERROR:
NRSRO document attached.
SOLUTION:
Attach an EX-99.Ra1 NRSRO attachment in PDF format and resubmit.
ERROR
DESCRIPTION
ERR:
FEE_DATA_ANALYSIS
MSG:
This filing has a fee data error.
DEFINITION OF An analyst is suspending this submission from the SEC Workstation due to
ERROR:
invalid fee data.
SOLUTION:
N/A.
ERROR
DESCRIPTION
ERR:
FEE_DUE_AND_PAID_MISMATCH
MSG:
Amount of fee being paid (value) is less than the amount of fee owed
(value).
DEFINITION OF Your account does not have enough money to cover the fee bearing
ERROR:
submission.
SOL