PREPARING AND TRANSMITTING EDGARLINK ONLINE SUBMISSIONS
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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.
EDGARLink Online needs certain 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 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:
x
Formatting your submission information using XML. This formatting is needed to process
your submission in EDGAR. To manually create a submission in XML, see
https://www.sec.gov/edgar/filer-information
x
Checking for formatting errors in the document and submission prior to submitting it.
x
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
Portal will also direct you to the EDGAR Filing Website.
Note: Please remember to enter https when entering the URL. You will not be able to access the
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EDGAR Filing Website without the “s” designation.
The EDGAR Filing Website provides the following capabilities:
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Accesses EDGAR’s features using the Internet.
x
Provides online submission preparation and transmission.
x
Provides editing capabilities for your company information.
x
Provides submission notification messages.
x
Allows you to select your login CIK to determine which CIK will be reflected in the
accession numbers of your filings. You may select any CIK for which you have been
authorized in the EDGAR Filer Management dashboard to submit filings.
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. Go to the EDGAR Filing Website Login page (https://www.edgarfiling.sec.gov).
2. Enter your individual account credentials.
Note: You must obtain individual account credentials from Login.gov to log in to
the EDGAR Filing Website. For more information, please refer to Volume I
of the Filer Manual, at Section 3(a).
3. If your individual account credentials are valid, the Welcome page appears. If you are
already logged into EDGAR with a concurrent session, a message will appear
indicating the number of concurrent sessions.
4. You will be able to choose your login CIK, which is the CIK that will be reflected in
the accession number for each of your EDGAR submissions. You may change your
login CIK at any time to any other CIK for which you are authorized to make filings.
5. After logging into the EDGAR Filing website, you may see one of the following
messages: “Account Confirmation Due Soon” or “Account Confirmation Missed.” If
your account confirmation is due soon or if your missed confirmation deadline was
within the last three months, EDGAR allows you to perform an account confirmation
in the EDGAR Filer Management dashboard. For more details, please refer to the
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“How Do I Complete Annual Confirmation for an EDGAR Account” webpage on
SEC.gov (https://www.sec.gov/submit-filings/filer-support-resources/how-do-iguides/complete-annual-confirmation-edgar-account). If it has been more than three
months since the missed confirmation deadline, you will need to submit a new Form
ID to regain access to the account. If you need assistance, contact our Filer Support
Staff at (202) 551-8900 for help.
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, you will be able to view the following Last Account Activity
details: date, time, and whether the last login attempt was successful. Additionally, you can view
the Recent Login Activity page by selecting the “Login History” link. This page contains
information on the login history for the last 30 calendar days for both the EDGAR Filing and the
EDGAR OnlineForms Management websites. The information displayed includes the date, time,
and whether each login attempt was successful.
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.
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 six sections:
x
Information Exchange
x
Draft Submissions
x
Regulation A
x
Regulation Crowdfunding
x
Online Forms
x
Support
7.1.1.1 Information Exchange
In the Information Exchange section there are four links:
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Transmit
The ‘Transmit’ link allows you to transmit your filings to EDGAR. This function applies to
filer-constructed submissions.
x
Retrieve/Edit Data
By clicking the ‘Retrieve/Edit Data’ link, you can query company, filing, or module/segment
information, retrieve your fee account information, or request return of unused funds.
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x
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.
x
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:
x
x
x
x
x
Form Type
Fee Rate
Validity Date
Fee/Interest
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:
x
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 Section 6(e)(1) of the Securities Act or the Division of
Corporation Finance’s Enhanced Accomodations for Issuers Submitting Draft Registration
Statements or the Division of Corporation Finance’s Foreign Private Issuer policy must prepare
and submit their confidential draft documents here.
Special purpose acquisition companies (SPACs) can identify target companies (in cases where
business combination transactions exist between SPACs and target companies i.e. de-SPAC) as
co-registrants on submission types DRS and DRS/A. When completing a DRS or DRS/A, you
must indicate whether you as a primary registrant are an “Emerging Growth Company.” If you
answer “yes”, then you must provide a response for the “Elected not to use the extended
transition period for complying with any new or revised financial accounting standards” field.
If co-registrants are included, a response is required for the “Emerging Growth Company” field.
If the response to the “Emerging Growth Company” field is “yes”, then you must provide a
response for the “Elected not to use the extended transition period for complying with any new
or revised financial accounting standards” field.
Filers can disseminate previously accepted draft registration statements that are yet to be
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disseminated to the public via the ‘Draft Reg. Statement’ link.
x
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:
x
x
x
Non-public draft offering statement under Regulation A (DOS)
Non-public draft pre-qualification amendment for offering statement under Regulation A
(DOS/A)
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 8.2.3, “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 Regulation Crowdfunding
This menu section provides a link that enables you to file Regulation Crowdfunding submission
form types. The Regulation Crowdfunding form types are: C, C-W, C-U, C-U-W, C/A, C/A-W,
C-AR, C-AR-W, C-AR/A, C-AR/A-W, C-TR, C-TR-W, CFPORTAL, CFPORTAL/A, and
CFPORTAL-W.
If you select Regulation Crowdfunding submission form type C, C-W, C-U, C-U-W, C/A,
C/A-W, C-AR, C-AR-W, C-AR/A, C-AR/A-W, C-TR, or C-TR-W you will be directed to the
Filer Information screen for the form. Refer to Section 8.2.5, “File Form C,” for instructions on
how to prepare the following Regulation Crowdfunding form types: C, C-W,
C-U, C-U-W, C/A, C/A-W, C-AR, C-AR-W, C-AR/A, C-AR/A-W, C-TR, and C-TR-W.
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If you select Regulation Crowdfunding submission form type CFPORTAL, CFPORTAL/A, or
CFPORTAL-W, then you will be directed to the Filer Information screen for the form. Refer to
Section 8.2.7, “File Form Funding Portal,” for instructions on how to prepare the following
Regulation Crowdfunding form types: CFPORTAL, CFPORTAL/A, and CFPORTAL-W.
7.1.1.5 Online Forms
This menu section provides links that enable you to file online submissions of the following
forms and submissions:
[Effective March 2, 2027, the following bullet regarding Form 1 will be added to the EDGAR
Filer Manual, pursuant to Extension of Compliance Dates for Electronic Submission of Certain
Materials Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS
Report, Securities Act Release No. 33-11386 (Dec. 8, 2025).]
x
Form 1
Allows you to prepare and submit Form 1 variants (1, 1AA, 1AC, 1/A 1/A-A 1/A-T, 1/SM, 1/S-R, 1W).
x
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.
x
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.
x
File Form 13F Confidential Treatment Request (Form 13F-CTR)
x Allows you to prepare and submit Form 13F Confidential Treatment Request (13F-CTR
and 13F-CTR/A) to EDGAR for processing.
[Effective January 1, 2027, the following bullet will be added to the EDGAR Filer Manual,
pursuant to Extension of Compliance Dates for Electronic Submission of Certain Materials
Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report,
Securities Act Release No. 33-11386 (Dec. 8, 2025).]
x
File ANE Exception Notice
Allows you to prepare and submit ANE Exception Notice variants (ANE EXCEP
NOTICE and ANE EXCEP NOTICE-W)
x
File Form ATS-N
Allows you to prepare and submit Form ATS-N (ATS-N, ATS-N/MA, ATS-N/UA,
ATS-N/CA, ATS-N/OFA, ATS-N-C, and ATS-N-W) to EDGAR for processing.
x
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.
x
File SDR
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Allows you to prepare and submit Form SDR variants (SDR, SDR/A, SDR-A, and
SDR-W) to EDGAR for processing.
x
File SBSEF
Allows you to prepare and submit Forms SBSEF, SBSEF-CCO-RPT, SBSEF-FIN-QTR,
and SBSEF-FIN-REQ variants (SBSEF, SBSEF/A, SBSEF-W, SBSEF-V, SBSEF-CCORPT, SBSEF-CCO-RPT/A, SBSEF-FIN-QTR, SBSEF-FIN-QTR/A, SBSEF-FIN-REQ,
and SBSEF-FIN-REQ/A) to EDGAR for processing.
x
File SBS Entity Forms
Allows you to prepare and submit SBS Entity Forms (SBSE, SBSE/A, SBSE-A,
SBSE-A/A, SBSE-BD, SBSE-BD/A, SBSE-C, SBSE-W, SBSE-CCO-RPT, and
SBSE-CCO-RPT/A) to EDGAR for processing.
x
File X-17A-5 Part III
Allows you to prepare and submit Form X-17A-5 variants (X-17A-5 and X-17A-5/A) to
EDGAR for processing.
x
File 17-H
Allows you to prepare and submit Form 17-H variants (17HACON, 17HACON/A,
17HQCON, and 17HQCON/A) to EDGAR for processing.
x
File Transfer Agent Forms
x Allows you to prepare and submit TA Form variants (TA-1, TA-1/A, TA-2, TA-2/A,
and TA-W) to EDGAR for processing.
x
File N-CEN
x Allows you to prepare and submit Form N-CEN variants (N-CEN and N-CEN/A) to
EDGAR for processing.
x
File Form 24F-2
x Allows you to prepare and submit Form 24F-2 variants (24F-2NT and 24F-2NT/A) to
EDGAR for processing.
x
File Form N-PX
x Allows you to prepare and submit Form N-PX variants (N-PX and N-PX /A) to
EDGAR for processing.
x
File Form N-PX Confidential Treatment Request (Form N-PX CTR)
x Allows you to prepare and submit Form N-PX Confidential Treatment Request (N-PX
CTR and N-PX CTR/A) to EDGAR for processing.
x
File Form N-CR
x Allows you to prepare and submit Form N-CR variants (N-CR and N-CR/A) to
EDGAR for processing.
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7.1.1.6 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.
x
General Help
If you need help while using EDGAR, 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.
x
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.
x
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.
x
Fees
The ‘Fees’ link in the EDGAR menu opens the EDGAR Filing Fees page. This page contains
information on filings that require fees, offsetting fees, making fee payments, and bank wire
transfers.
x
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
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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 under Section 6(e)(1) of the Securities Act, the
Division of Corporation Finance’s Enhanced Accommodations for Issuers Submitting
Draft Registration Statements or the Division of Corporation Finance’s Foreign Private
Issuer policy must use this link to prepare and submit their confidential draft documents.
Co-registrants are allowed on Draft Registration Statements. Once the draft registration
statement is accepted, EDGAR will assign a file number to each co-registrant(s) on the
DRS or DRS/A submission. Filers can also include new co-registrants on a DRS/A
submission if they were not included on the initial DRS submission. If the DRS/A filing
is accepted, EDGAR will assign a file number to the newly added co-registrants.
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).
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
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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). Note that co-registrants are allowed on DRSLTR
submissions.
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, “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.
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 Regulation A 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.
Refer to Section 8.2.3, “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.
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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 7.3.13, “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. 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. You may
consult the “How Do I Understand EDGARLink Online Submission Types” webpage on
SEC.govto find information regarding sample submission types (https://www.sec.gov/submitfilings/filer-support-resources/how-do-i-guides/understand-edgarlink-online-submission-types).
7.3.1.2 Menu Buttons
The EDGARLink Online submissions are easily navigated using the tabs displayed in the upper
block of the screen:
x
Main
x
Documents
x
Notifications
x
Module/Segment
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x
Series/Classes (appears only on S/C form types)
x
Fee Offsets (appears only on fee-bearing form types)
x
Offering & Fees (appears only on fee-bearing form types)
The Documents, Notifications and Module/Segment tabs appear for every online submission,
with the exception of submission form types CERT, NPORT-EX, and NPORT-EX/A. 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, with the
exception of submission form types CERT, NPORT-EX, and NPORT-EX/A. 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.
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:
x The visible text contained in the fields will print.
x 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.
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Button
Function
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 – II).
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.
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.
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7.3.2
EDGARLink Online Submission Preparation Map
The online submission pages for electronic filing are outlined below.
(1) EDGARLink Online Main Page
Filer’s Access Identification
Submission Header Information
(2) EDGARLink Online Documents Page
Document Header Information
Attached Submission Documents
(3) EDGARLink Online Notification Page
Additional Notification
E-Mail Addresses
(4) Referenced Type 2 Module and Segment Page
Referenced Type 2 Modules and Segments
(5) *Series and Classes (Contracts) Information Page
New, Existing, and Merger Series and Class (Contracts) Identifiers
(6) **Fee Offset Page
Offsetting Fees Information
(7) ***Offerings and Fees Page
Payment Methods, Fees Paid, Payor Information, and Shares Information
Certain elements are common to all submissions.
* (5) is used only on submissions 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 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.
The documents attached to a submission are mimed by EDGARLink Online before transmission,
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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 for all form types except form types ABS-EE, ABS-EE/A, NPORT-P,
NPORT-P/A, NPORT-NP, and NPORT-NP/A, which may not exceed 600 MB. A Combined
10-D/ABS-EE submission must not exceed 800 MB, with 600 MB for the ABS-EE submission
and 200 MB for the 10-D submission (and their respective amendments).
(3) 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. The CCC will be listed in the EDGAR
Filer Management dashboard for each CIK for which you are authorized to take action in
EDGAR.
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
EDGAR needs certain 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.
You may consult the “How Do I Understand EDGARLink Online Submission Types” webpage
on SEC.gov to find information regarding the submission header fields that apply to each form
that you file electronically (https://www.sec.gov/submit-filings/filer-support-resources/how-do-iguides/understand-edgarlink-online-submission-types). 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:
x
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.
x
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. The CCC will be listed in the EDGAR Filer Management dashboard for each
CIK for which you are authorized to take action in EDGAR.
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. The CCC will be
listed in the EDGAR Filer Management dashboard for each CIK for which you are
authorized to take action in EDGAR. 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
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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.
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. To find information regarding
submission type samples, see the “How Do I Understand EDGARLink Online Submission
Types” webpage on SEC.gov (https://www.sec.gov/submit-filings/filer-support-resources/howdo-i-guides/understand-edgarlink-online-submission-types).
If you want to open a different submission type in EDGARLink Online, you would save your
current work by clicking the [SAVE] button. Any data entered but not saved will be discarded.
Then click the [EXIT] button, which will cause the EDGARLink Online Submission Type
Selection page to appear, and you can select a new submission type.
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:
x
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?
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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
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.
3
Submission
Contact
Label
Marks the area of the submission contact
information.
3a
Name
A. Jones
Identifies a person to contact if there are
questions about the submission. This field
allows up to 30 characters.
This field is not
required; however we
recommend that you
enter a value.
3b
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.
3c
E-mail Address
Ajones@xyz.com
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 “.”
4
Filer CIK
1234567890
Your SEC-supplied CIK. This field allows up to
10 characters.
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.
5
Filer CCC
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X21234@1
Your CCC (8 characters, at least one of which
must be a numeral and at least one must be
@, #, $, or *). It is case-sensitive.
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Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
6
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.
7
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.
8
Form Type
Pick List**
Form type for Filer or Co-Registrant used for
combining filing form types in a single
submission.
9
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.
9a
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.
10
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.
11
Filer Investment
Company Type
Pick List***
Filers must indicate their type based on their
last effective registration statement (except
N-14). (See Rule 313(a) of regulation S-T.)
12
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.
13
Co-Reg CIK
1234567890
The SEC-supplied CIK for a registrant
associated with this submission.
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Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
14
Co-Reg CCC
x21234@1
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.
15
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.
16
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.
17
Form Type
S-3/A
Used to specify a different form type for a
co-registrant filing, or to indicate a
combination filing.
18
Emerging Growth
Company
Pick List; Yes or No
Select Yes or No to indicate if the co-registrant
meets the emerging growth company criteria.
18a
Elected not to
use the extended
transition period
for complying
with any new or
revised financial
accounting
standards
Pick List; Yes or No
Select Yes or No to indicate if the co-registrant
has elected not to use the extended transition
period for complying with any new or revised
financial accounting standards. If the
co-registrant indicated “Yes” for “Emerging
Growth Company” in Field 19, it must indicate
“yes” or “no” in field 19a.
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
x21234@1
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
SEC.gov | Automated Conformance Rules for
EDGAR Data Fields 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
Check Box
Indicates that submission includes a delaying
amendment.
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.
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Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
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***
Indicate the subject company’s type based on
their last effective registration statement
(except N-14). (See Rule 313(a) of Regulation
S-T.)
29
Items
Pick List 8-K and 1-U
Items
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 Section 1,
“8-K and 1-U Items,” of the “How Do I
Understand Automated Conformance Rules
for EDGAR Data Fields” webpage on SEC.gov
(https://www.sec.gov/edgar/automatedconformance-rules). (field is one item
selection for each entry).
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Field #
29a
Field Name
Fiscal Year
Example of Value to
be Inserted
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
Volume I of the Filer Manual.
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.
September 14, 2026
7-24
EDGAR Filer Manual (Volume II)
Field #
32
Field Name
Group Members
Example of Value to
be Inserted
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
Definition (Limits of Field)
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].
37
Is Filer a New
Registrant?
Pick List; Yes or No
Select Yes or No to indicate if the primary
registrant has been registered or regulated
under the Investment Company Act for less
than 12 calendar months preceding this filing.
38
Filed Pursuant to
General
Instruction A.2?
Pick List; Yes or No
Select Yes or No to indicate if this form is a
filing pursuant to General Instruction A.2.
39
Is Fund 24F-2
Eligible?
Pick List; Yes or No
Select Yes or No to indicate if the fund is
24F-2 eligible.
September 14, 2026
7-25
EDGAR Filer Manual (Volume II)
Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
40
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.
41
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.
42
Is Fee
Table/Exhibit
included?
Pick List; Yes or No
Indicates a prospectus that contains a fee
exhibit. This field is applicable to all filings
where attaching the EX-FILING FEES
document is optional, as noted in the “How Do
I Understand Automated Conformance Rules
for EDGAR Data Fields” webpage on SEC.gov
(https://www.sec.gov/edgar/automatedconformance-rules).
43
Is Filing Pursuant
to Rule 163?
Check Box
Indicates that the communications are made
under Rule 163.
44
Is Filing Pursuant
to Rule 433?
Check Box
Indicates that the communications are made
under Rule 433.
45
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.
45a
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.
45b
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.
46
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.
September 14, 2026
7-26
EDGAR Filer Manual (Volume II)
Field #
47
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.
48
Rule 13q-1
Check Box
Indicates that an SD or SD/A submission is
being made under Rule 13q-1. The filer is
required to also select Item 2.01.
Fields displayed upon selection of Items:
Item 2.01:
•
September 14, 2026
7-27
Period
EDGAR Filer Manual (Volume II)
Field #
48a
Field Name
Are you a
resource
extraction issuer
controlled by
another resource
extraction issuer
that has
submitted a Form
SD disclosing the
information
required by Item
2.01 for the
controlled entity?
If so, select
“Yes.” If not,
select “No.” If
you select “No”
you must include
Exhibit 2.01.
Example of Value to
be Inserted
Pick list; Yes or No
Definition (Limits of Field)
Select “Yes” if the controlling entity filed Form
SD reporting resource extraction data for your
organization already.
Select “No” if you are a resource extraction
issuer that is not controlled by another
resource extraction issuer or if your controlling
entity did not file a Form SD disclosing the
information required by Item 2.01 for the
controlled entity.
Note:
If you selected Item 2.01 on an SD or
SD/A submission form type and
answered “No” to the question, then
you must attach an EX-2.01 document
type (in XBRL format) using the
Documents tab. If you answered
“Yes” EX-2.01 is optional. The filing
will be suspended if there are any
XBRL validation errors, regardless
whether the answer to the question is
“Yes” or “No.”
Exhibit 3.01 (Opinion of Counsel as required
by Rule 13q-1(d)(1) or (2) (17 CFR
240.13q1(d)(1) or (2)) is optional and can be
filed on an SD or SD/A submission form type
when the filer is claiming an exemption from
reporting.
49
Sponsor CIK
September 14, 2026
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.
7-28
EDGAR Filer Manual (Volume II)
Field #
50
51
Field Name
ABS Asset Class
ABS Sub Asset
Class
September 14, 2026
Example of Value to
be Inserted
Pick List
Definition (Limits of Field)
Asset class of the asset-backed securities.
The values are:
List Box
•
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
Identifies the ABS sub asset class for the
asset-backed security.
7-29
EDGAR Filer Manual (Volume II)
Field #
52
Field Name
Rule 15Ga-1
Example of Value to
be Inserted
Radio Button
Definition (Limits of Field)
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
Fields displayed upon selection of Items:
Item 1.01:
x
Securitizer has no activity to report for
the initial period pursuant to Rule
15Ga-1(c)(1)
Item 1.02:
x
Start Period
x
End Period
x
Has the Securitizer previously filed an
ABS-15G under Item 1.01 for the
same Asset Class as this report?
x
File Number
x
Securitizer has no activity to report for
the quarterly period pursuant to Rule
15Ga-1(c)(2)(i)
x
Securitizer has no activity to report for
the annual period pursuant to Rule
15Ga-1(c)(2)(ii)
Item 1.03:
x
Not Applicable (N/A)
52a
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).
52b
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.
September 14, 2026
7-30
EDGAR Filer Manual (Volume II)
Field #
52c
Field Name
File Number
Example of Value to
be Inserted
025-00000-1
Definition (Limits of Field)
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.
52d
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).
52e
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).
September 14, 2026
7-31
EDGAR Filer Manual (Volume II)
Field #
53
Field Name
Rule 15Ga-2
Example of Value to
be Inserted
Radio Button
Definition (Limits of Field)
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
• Does the Issuing Entity have a file number
for the Prospectus filing?
• File Number of Issuing Entity
Item 2.01 - 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 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
September 14, 2026
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EDGAR Filer Manual (Volume II)
Field #
Field Name
Rule 15Ga-2
Example of Value to
be Inserted
Radio Button
Definition (Limits of Field)
• 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 Name
• Underwriter CIK
53a
Period
12-31-2000
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 Section 5, “Period,” of
the “How Do I Understand Automated
Conformance Rules for EDGAR Data Fields”
webpage on SEC.gov for information
regarding which forms will allow you to use
future dates in the Period field
(https://www.sec.gov/edgar/automatedconformance-rules). 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
53b
Does Securitizer
have a CIK?
Pick list; Yes or No
Select Yes or No to indicate if the Securitizer
has a CIK.
53c
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.
53d
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.
September 14, 2026
7-33
EDGAR Filer Manual (Volume II)
Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
53e
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-.
53f
Depositor CIK
1234567890
SEC supplied CIK for the Depositor. This field
allows up to 10 characters.
53g
File Number of
Depositor
333-12345,
001-12345
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-.
53h
Issuing Entity
CIK
1234567890
SEC supplied CIK for the Issuing Entity. This
field allows up to 10 characters.
53i
Issuing Entity
Name
Small Ltd
Name of the Issuing Entity associated with the
filing. This field allows up to 150 characters.
53j
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.
September 14, 2026
7-34
EDGAR Filer Manual (Volume II)
Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
53k
File Number of
Issuing Entity
333-12345,
001-12345
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-.
53l
Underwriter CIK
1234567890
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.
54
Accession
Number
0000000000-12-000191
Refers to the Accession number of the
submission type that the filer is amending or
referencing. This field allows up to 20
characters.
Submission form types NPORT-EX and
NPORT-EX/A allow filers to provide multiple
Accession numbers.
55
Emerging Growth
Company
Pick List; Yes or No
Select Yes or No to indicate if primary
registrant meets the emerging growth
company criteria.
55a
Elected not to
use the extended
transition period
for complying
with any new or
revised financial
accounting
standards
Pick List; Yes or No
Select Yes or No to indicate if primary
registrant has elected not to use the extended
transition period for complying with any new or
revised financial accounting standards. If the
primary registrant indicated “Yes” for
“Emerging Growth Company” in Field 52, it
must indicate “yes” or “no” in field 52a.
56
Exchange CIK
1234567890
SEC-supplied CIK for an Exchange. This field
allows up to 10 characters. This field is only
applicable for submission form type CERT.
57
Exchange CCC
x21234@1
SEC-supplied CCC for an Exchange (8
characters, at least one of which must be a
numeral, and at least one must be @, #, $, or
*; case-sensitive). This field is only applicable
for submission form type CERT.
September 14, 2026
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EDGAR Filer Manual (Volume II)
Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
58
Registrant CIK
1234567890
SEC-supplied CIK for the registrant company
being added to that Exchange. This field
allows up to 10 characters. This field is only
applicable for submission form type CERT.
59
Is this a
Combined
10-D/ABS-EE
filing?
Pick List; Yes or No
Select Yes or No to indicate if a Form 10-D
filing will be combined with a Form ABS-EE in
a single submission. If you indicate “Yes,” you
must complete fields 56a through 56c.
59a
ABS-EE Start
Period
Date Picker;
01-01-1980
Required if you select “Yes” for either the “Is
this a Combined 10-D/ABS-EE filing?” field or
the “Amending a previously filed Combined
10-D/ABS-EE filing?” field.
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.
59b
ABS-EE End
Period
Date Picker;
12-31-2050
Required if you select “Yes” for either the “Is
this a Combined 10-D/ABS-EE filing?” field or
the “Amending a previously filed Combined
10-D/ABS-EE filing?” field.
End date of report or period of filing. Date
value should be between 01-01-1980 and
12-31-2050. Future date is allowed. The date
entered has to be later than the date entered
in Start Period field. The value for the
“ABS-EE End Period” will be shared with the
10-D submission as part of a combined
submission.
59c
ABS-EE File
Number
005-00000
Required if you select “Yes” for either the “Is
this a Combined 10-D/ABS-EE filing?” field or
the “Amending a previously filed Combined
10-D/ABS-EE filing?” field.
SEC file number used under subject company
for confirming copies and other specific
submission types. This field allows up to 17
characters.
59d
ABS-EE Co-Reg
CIK
1234567890
Appears only if you select “Yes” for either the
“Is this a Combined 10-D/ABS-EE filing?” field
or the “Amending a previously filed Combined
10-D/ABS-EE filing?” field.
A Co-Reg CIK provided here is for the
ABS-EE portion of the combined submission,
and can be different from a Co-Reg CIK
provided for the 10-D portion of a combined
submission. If a value is provided, then you
must complete fields 56e and 56f.
September 14, 2026
7-36
EDGAR Filer Manual (Volume II)
Field #
Field Name
Example of Value to
be Inserted
Definition (Limits of Field)
59e
ABS-EE Co-Reg
CCC
x21234@1
Appears only if you select “Yes” for either the
“Is this a Combined 10-D/ABS-EE filing?” field
or the “Amending a previously filed Combined
10-D/ABS-EE filing?” field.
The CCC for a registrant associated with the
ABS-EE portion of the combined submission.
(8 characters, at least one of which must be a
numeral and at least one must be @, #, $, or
*). It is case-sensitive. Required only if you
provide a value for 56d.
59f
ABS-EE Co-Reg
File Number
333-00000-1111
Appears only if you select “Yes” for either the
“Is this a Combined 10-D/ABS-EE filing?” field
or the “Amending a previously filed Combined
10-D/ABS-EE filing?” field.
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 ABS-EE File Number
field of the new co-registrant. Required only if
you provide a value for 56d.
60
Amending a
previously filed
Combined
10-D/ABS-EE
filing?
Pick List; Yes or No
Select Yes or No to indicate if the Form
10-D/A filing will be combined with a Form
ABS-EE/A in a single submission. If you
indicate “Yes,” you must complete fields 56a
through 56c, and 57a.
60a
ABS-EE
Accession
Number
0000000000-12-000191
Required if you select “Yes” for the “Amending
a previously filed Combined 10-D/ABS-EE
filing?” field. Refers to the Accession number
of the ABS-EE 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:
x
S-1
x
S-3
x
S-1/A
x
S-3/A
x
S-1MEF
x
S-3MEF
***The values on the Investment Company Type pick list are:
September 14, 2026
7-37
EDGAR Filer Manual (Volume II)
x
Form N-1A Filer (Mutual Fund)
x
Form N-1 Filer (Open-End Separate Account with No Variable Annuities)
x
Form N-2 Filer (Closed-End Investment Company)
x
Form N-3 Filer (Separate Account Registered as Open-End Management Investment
Company)
x
Form N-4 Filer (Variable Annuity UIT Separate Account)
x
Form N-5 Filer (Small Business Investment Company)
x
Form N-6 Filer (Variable Life UIT Separate Account)
x
Form S-1 or S-3 Filer (Face Amount Certificate Company)
x
Form S-6 Filer (UIT, Non-Insurance Product)
Note: “Form N-4 Filer” also includes registered non-variable annuities.
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.
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. The CCC will
be listed in the EDGAR Filer Management dashboard for each CIK for which you are authorized
to take action in EDGAR.
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:
x
For the registrant.
x
For each existing co-registrant.
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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.
The following table lists form types that can be combined within a single filing for the primary
registrant and co-registrant(s) when the submission type is S-1, S-3, S-1/A, S-3/A, S-1MEF, or
S-3MEF.
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.
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.
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 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.
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For more information on attaching submission documents; see Section 7.3.4.4, “Attaching a
Document.”
Filers can attach an exhibit of Type “EX-FILING FEES” in Inline XBRL format to the 72
fee- bearing submission types on the Documents tab. To construct the EX-FILING FEES within
EDGAR using FEPT, filers must select the “Attach Inline XBRL Filing Fee exhibit?” check box
displayed under the “Document Count” field. The “Fee Exhibit Preparation Tool” hyperlink and
the “Payor Info” tab are displayed on the EDGARLink Online interface replacing the fee header
tabs “Fee Offsets” and “Offerings & Fees.” Refer to the section “Accessing FEPT” in the
EDGAR Filing Fee Interface Courtesy Guide available at
(https://www.sec.gov/files/edgar/filing-fee-interface-guide.pdf) for further information.
An additional field available on submission form types SDR-CCO, SDR-CCO/A, SBSEF,
SBSEF/A, SBSEF-CCO-RPT, SBSEF-CCO-RPT/A, SBSEF-FIN-QTR, SBSEF-FIN-QTR/A,
SBSEF-FIN-REQ, and SBSEF-FIN-REQ/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)
60
Document
Count**
1
Number of documents included in the submission.
61
File Name**
r10q99.txt
The file name of the document you attach. The file
name is automatically inserted from the Attach
window.
62
Module or
Segment
Name*
Opinion 1
The name of the module or segment currently
stored on EDGAR.
63
Master Seg
CIK*
1234567890
The CIK of the filer for the master segment, the
submission you are attaching the segment to.
64
Related Form
Pick List; 10-D
Appears only if you select “Yes” for either the “Is
this a Combined 10-D/ABS-EE filing?” field or the
“Amending a previously filed Combined
10-D/ABS-EE filing?” field on the Main Page.
On a combined submission, indicates to EDGAR
whether an uploaded attachment belongs to the
10-D primary submission or the secondary
ABS-EE submission. This holds true for a
combined 10-D/A and ABS-EE/A submission.
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Field #
65
Field Name
Type
Example of Value to
be Inserted
Pick List; 10-Q
Definition (Limits of Field)
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
66
Description
2000 Quarterly
Report
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.
67
Errors**
Link
Displays the number of errors in the attached
document. Filer can click the link to view the
errors.
68***
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, SDR-CCO/A, SBSEF,
SBSEF/A, SBSEF-CCO-RPT, SBSEF-CCO-RPT/A, SBSEF-FIN-QTR, SBSEF-FIN-QTR/A,
SBSEF-FIN-REQ, and SBSEF-FIN-REQ/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:
x
At least one (1) primary submission document*
x
Up to ten (10) cover letters (document type “COVER”)
x
Up to one hundred (100) correspondence documents (document type “CORRESP”)
x
Up to five hundred (500) exhibits/graphics files (document type “EX__”)**
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x
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 the “How Do I Understand
EDGARLink Online Subission Types” webpage on SEC.gov to find more
information and/or the relevant rule or form requirements
(https://www.sec.gov/submit-filings/filer-support-resources/how-do-iguides/understand-edgarlink-online-submission-types).
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.
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.
2.
3.
4.
Click the Documents tab.
The Attached Documents List page appears.
Click the [Add Document] button.
EDGARLink Online displays the 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.
5. Click the [Browse] button. The Choose file window appears. Open the location of
your documents using the Look in: field.
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, or PDF
file.
7. Click the [Open] button. The file you selected appears in the Attached Documents
List page.
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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:
x
Press the [Shift] key to select a list of documents.
x
Press the [Ctrl] key to select more than one document in a list.
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, SDR-CCO/A, SBSEF, SBSEF/A, SBSEF-CCO-RPT, SBSEF-CCO-RPT/A,
SBSEF-FIN-QTR, SBSEF-FIN-QTR/A, SBSEF-FIN-REQ, and SBSEF-FIN-REQ/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. See section 7.2.38.2 for information regarding Form SBSEF
confidentiality requests.
To request confidential treatment for attached 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,” or “Confidentiality Requested,” check box for
the document you want to request confidential treatment.
Note: By default, the check box will not be selected for each attached document.
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.
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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.
EDGARLink Online prompts you to confirm that you want to remove your document. 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.
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
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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.
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.
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
Example of Value to
be Inserted
Field #
Field Name
Definition (Limits of Field)
69
Internet
Notification
Address
Jsmith@xyz.com
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.
70
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.
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
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information on 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 the “Retrieve
Module/Segment Information” webpage on SEC.gov at (https://www.sec.gov/submit-filings/filersupport-resources/how-do-i-guides/determine-status-my-filing#section6).
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. The
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.
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)
71
M/S
Check box
Identifies the reference as a (M)odule or
(S)egment.
72
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.
73
CIK
12345687890
Identifies the primary owner of the Type 2 module
you reference in your submission.
74
CCC
x21234@1
Identifies the CCC of the primary owner of the
Type 2 module you reference in your submission.
75
Type
Pick List; EX-1
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
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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.
2.
3.
4.
Click the Module/Segment tab. The Referenced Module/Segment List page appears.
Select the “M” check box. The CIK and CCC fields are enabled.
Enter the module name (not the module file name) in the Module/Segment field.
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.
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.
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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:
x
When the form type can includes series and class (contract) information,
x
When the filer has selected an option from the Filer Investment Company Type pick list on
the Main page.
x
When the Filer Investment Company type selected is an S/C type, listed below:
x
x
x
x
Form N-1A (Mutual Fund)
Form N-3 (Separate Account registered as Open-End Management Investment Company)
Form N-4 (Variable Annuity UIT Separate Account)
Form N-6 (Variable Life UIT Separate Account)
Note: “Form N-4 Filer” also includes registered non-variable annuities.
The filer may click the Series/Classes tab on the Main Page to access the 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:
x
Indicating existing series and class (contract) identifiers on behalf of which a filing is being
made (“Existing” radio button)
x
Adding new series and class (contract) names on behalf of which a filing is being made
(“Adding New” radio button)
x
Provide identifying information on series and classes (contracts) that are parties to a merger
(“Merging” radio button)
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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. 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 (contract) information, while the
N-6 filer will not enter series information but will be asked instead for class (contract)
information.
Filers have 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 for more information. Use the Series and Classes (Contracts)
Information page for the following:
x
Series and class (contract) name changes and adding ticker information after the ticker has
been received from the exchange.
x
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.
x
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, filers 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 certain amendments, the
Investment Company Type of the primary registrant is determined based on the EDGAR
submission form type.
Thus on the Main Page for registrations and certain amendments, the pick-list for Investment
Company Type shows the IC type and all other values are grayed-out. Filers may not change the
IC type on these form types: N-1A, N-1A/A, N-2, N-2/A, N-2MEF, N-2ASR, N-2 POSASR,
N-3, N-3/A, N-4, N-4/A, N-5, N-5/A, N-6, N-6/A, S-1, S-1/A, S-3, S-3/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. These include: 485APOS, 485BPOS, 485BXT, 497,
497AD, 497J, 497K, 497VPI, 497VPSUB, 497VPU, N-VP, N-VP/A, N-VPFS, N-VPFS/A, DEF
14A, DEF 14C, DEFA14A, DEFA14C, DEFM14A, DEFM14C, DEFR14A, DEFR14C, N-14,
N-14/A, N-30B-2, N-30D, N-30D/A, N-CSR, N-CSR/A, N-CSRS, N-CSRS/A, N-RN, N-RN/A,
NT-NCSR/A, POS AMI, PRE 14A, PRE 14C, PREM14A, PREM14C, PRER14A, and
PRER14C.
On these EDGAR submission form types, a pick-list is provided for the Investment Company
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Type of the primary registrant. On most of these form types, Series and classes (contracts)
identifiers might also be required in the submission.
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: DEFC14A, DEFC14C, DEFN14A,
DFAN14A, DFRN14A, 425, PREC14A, PREC14C, PREN14A, PRRN14A, PX14A6G, and
PX14A6N.
EDGAR may also require filers to include series and class (or contract) identifiers in the headers
of certain online forms and filer-constructed submissions. These include: 24F-2NT, 24F-2NT/A,
N-CEN, N-CEN/A, N-CR, N-CR/A, N-PX, N-PX/A, NPORT-P, NPORT-P/A, NPORT-NP, and
NPORT-NP/A.
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 filer 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:
N-1A, N-1A/A, N-3, N-3/A, N-4, N-4/A, 485APOS, 485BPOS, POS AMI, 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: 425, DEFM14A, DEFM14C, N-14, N-14/A, PREM14A, and
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: DEF 14A, DEF 14C,
DEFA14A, DEFA14C, DEFC14A, DEFC14C,DEFM14A, DEFM14C, DEFN14A, DEFR14A,
DEFR14C,DFAN14A, DEFR14C, 425,PRE 14A, PRE 14C,PREC14A, PREC14C, PREM14A,
PREM14C, PREN14A, PRER14A, PRER14C, PRRN14A PX14A6G, PX14A6N, S-1, S-1/A
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
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Database at https://www.edgarcompany.sec.gov.
7.3.7.2 Existing Series and Classes (Contracts) Identifiers
When the “Existing” radio button is selected for Form N-1A or Form N-3 filers, the series and
class fields will be displayed. For filers with an Investment Company Type of N-4 or N-6, only
the classes (contracts) fields will be displayed because these filers have only a single series.
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
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 classes (contracts). 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. Forms N-1A and N-3 EDGAR
submission form types display the series and class fields. When the Investment Company Type is
N-4 or N-6, the series fields are not displayed since these types of companies have only a single
series.
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 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
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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 and registered non-variable annuities must enter unique names for their contracts.
Note: For the N-1A EDGAR submission form type, registrants can register using their Existing
Series/Existing Classes (Contracts) without having to enter “dummy” New Series/New Classes
(Contracts).
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 filers enter the information
for their contracts, and receive their contract identifiers, at the class level.
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). The Series/Classes
(Contracts) Information Page includes fields used to identify the parties to a merger.
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.
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 #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
76
Existing
Radio Button
Displays fields to identify Series ID and Class
(Contract) ID included in the filing
77
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
78
Merging
Radio Button
Displays fields to identify parties to a merger
including Series ID and Class (Contract) ID if
they exist
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Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
79
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
80
Series ID
S000000999
Series Identifier 10 characters (‘S’ and nine
numeric)
81
All? (Class
(Contract ID))
Check Box
Indicates that a filing is being made for all
classes with an active status for the associated
series
82
Class (Contract)
ID
C000000999
Class (Contract) Identifier (‘C’ and nine
numeric)
83
Add
Button
Displays input field for another class (contract)
identifier
84
Series Name
Global Large Cap
Series Name (150 characters)
85
Use Company
Name as Series
Name?
Check Box
Indicates that the Company Name will be used
as the Series Name for the first series
86
Class (Contract)
Name
A, B, C, K
Class (Contract) Name (150 characters)
87*
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)
88*
Add
Button
Displays input fields for an another class
(contract) name
89*
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
90*
Existing Series?
Check Box
Displays Series ID field to add a class
(contract) to an existing series
91*
Investment
Company Type
Pick-list*
Used to select the Investment Company Type
for the Acquiring and Target parties to a merger
92*
CIK
0123456789
Used to supply the CIK for the Acquiring and
Target parties to a merger (10 numeric
characters)
93*
All?
Check Box
Indicates that all the series with an active status
and their classes with an active status are
targets of the merger
94*
All?
Check Box
Indicates that all classes with an active status
for the associated series are targets of the
merger
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Field #
Field Name
Example of Value
to be Inserted
Definition (Limits of Field)
95*
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:
x
Form N-1A Filer (Mutual Fund)
x
Form N-1 Filer (Open-End Separate Account with No Variable Annuities)
x
Form N-2 Filer (Closed-End Investment Company)
x
Form N-3 Filer (Separate Account Registered as Open-End Management Investment
Company)
x
Form N-4 Filer (Variable Annuity UIT Separate Account)
x
Form N-5 Filer (Small Business Investment Company)
x
Form N-6 Filer (Variable Life UIT Separate Account)
x
Form S-1 or S-3 Filer (Face Amount Certificate Company)
x
Form S-6 Filer (UIT, Non-Insurance Product)
x
Not an Investment Company
Note: “Form N-4 Filer” also includes registered non-variable annuities.
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7.3.8
The EDGARLink Online Fee Offset Information Page
Filers can add fee offset information for certain filings via the Fee Offset Information Page in
EDGARLink Online. You can add multiple fee offsets for each submission. The Fee Offset
Information Page is not applicable to filers that submit a filing fee exhibit (EX-FILING FEES) in
Inline XBRL with an applicable fee-bearing submission type.
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.
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)
96
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.
97
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.
98
File Number
333-00000000-001
References the file number for the offset filing.
This field allows up to 16 characters.
99
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.
100
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).
101
Fee Offset Total
4000
Read-only field containing the sum of Amount
fields for all offset rows entered for the
submission.
102
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.
2.
3.
4.
5.
From your open submission, click the Fee Offsets tab.
The Fee Offset Information page appears.
Enter the Filer/Registrant CIK in the CIK field.
Select the form type in the Form Type field.
Enter the file number in the File Number field.
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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.” The Offerings and Fees Page is not
applicable to filers that submit a filing fee exhibit (EX-FILING FEES) in Inline XBRL with an
applicable fee-bearing submission type.
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. Enter the amount paid for this submission in the Fee Paid field.
3. Select the Security Type from the pull down field.
4. 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
5. 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)
103
Payor CIK
1234567890
104
Payor CCC
X21234@1
Clear
Hyperlink
105
Fee Paid
100.00
106
Type of Payment
Pick List; Options
are: Pay In
Advance, Pay As
You Go, or
Indeterminate (on
form types S-1,
S-1/A, S-3, S-3/A,
F-1, F-1/A, F-3,
and F-3/A if you
are registering
Exchange Traded
Vehicle Securities)
107
Security Type
Pick List;
Non-Convertible
Debt
108
Amount Being
Registered
250,000
109
Proposed
Maximum
Offering Price
per Unit
10.0123
110
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).
111
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).
112**
Fee Basis
30,000,000.00
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).
113*
Will this filing be
submitted late?
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Check Box
Activates the Enter Number of Days Late, Total
Fee, Estimated Interest, and Interest Rate fields.
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Example of Value
to be Inserted
Definition (Limits of Field)
Enter Number of
Days Late
240
Number of calendar days by which the submission
is overdue; maximum value is 9999.
115*
Itemize
Check Box
Requests itemization of sales entries.
116*
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).
117*
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).
118*
Redeemed Value
9,999
Redeemed value of shares.
Field #
Field Name
114*
(0 - 99,999,999,999,999.99).
119*
Net Value
1,990,000.00
Calculated net value of shares (Sales Proceeds –
Redeemed value) (read-only field).
120*
Fee
497.50
Calculated fee based upon the net value of shares
(read-only field).
121*
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).
122*
Fee Rate as of
12/21/2000
Effectiveness date of the Fee rate displayed
(read-only field).
123*
Estimated
Interest
2.50
Calculated amount of interest owed due to filing
late (read-only field).
124*
Interest Rate
.0006 or 6%
Current interest rate for late filing as read from the
Fee Rate Table (read-only field).
125*
Total Fee
625.00
For offerings, sales shares, and transactional
submissions: computed product of Total offering
times the fee rate (read-only field).
126
Total Offset from
Fee Offset Page
1250
Value of the Fee Offset Total from the Fee Offset
Information Page (read-only field).
127
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
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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 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.
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.
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.
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7.3.9.2 Filing Fees Exhibit
Filers can attach an EX-FILING FEES exhibit in Inline XBRL format to 72 fee-bearing
submission types.. EDGAR will provide an error message and suspend the filing if the
EX-FILING FEES exhibit is not attached, or is unreadable, for any submission which requires a
fee exhibit to be attached. See the “How Do I Understand Automated Conformance Rules for
EDGAR Data Fields” webpage on SEC.gov “for a list of the 72 submission types to which you
can attach the filing fee exhibit (https://www.sec.gov/edgar/automated-conformance-rules).
Note: An exception to this is when a filer submits an S-1 filer-constructed submission and the
primary Filer CIK has an 811- reporting file number. In this case, the filer can choose to
optionally provide the filing fee exhibit.
Alternatively, filers are given the option to attach the filing fee exhibit to form types where fee
header data is optional (for example, amendment filings and 424B1, 424B2, 424B3, 424B4,
424B5, 424B7, 424B8, and 424H). Filers will need to either select a Yes or No radio button as a
response to the “Is Fee Table/Exhibit included?” question. If the ‘Yes’ radio button is selected,
filers must attach the fee exhibit to the filing. If the fee exhibit is not attached to the filing, then
an error message will be displayed on the user interface.
Note: On POSASR and N-2 POSASR submission form types, fee header data is not required
when a filer responds “No” to the “Is Fee Table/Exhibit included?” question.
EDGAR will suspend filer-constructed submissions for those form types where the fee header
data is allowed and included but the submission is missing an attached document with the
EX-FILING FEES document type.
Listed below are examples of when EDGAR suspends fee bearing submissions that include the
structured filing fee exhibit (EX-FILING FEES) attachment:
x
If the filing has more than one exhibit attachment in either HTML/ASCII or Inline XBRL
format, per submission, for the 72 fee-bearing submission types.
x
If the filing fee exhibit is attached to a non-fee-bearing or a fee-bearing submission
outside the scope of the 72 fee- bearing submission types.
x
x
If the filing fee exhibit includes the following data elements but they are not processable
by EDGAR:
o Total Fees Due for Filing (also known as Total Registration Fees), Total
Fees Previously Paid, Total Fee Offsets, and Net Fee Due Amount.
x
If the structured filing fee exhibit attachment does not have a .htm extension.
x
If the filing fee exhibit is not properly structured and formatted according to the EDGAR
XBRL Guide, Chapter 4. available at (https://www.sec.gov/files/edgar/xbrl-guide.pdf).
x
If a Security Type is not specified for “Table 1: Newly Registered and Carry Forward
Securities” on submission types F-3ASR, S-3ASR, N-2ASR, N-2 POSASR, SF-3 with
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the following exceptions:
o An N-2 POSASR filing that includes a narrative disclosure, or
o An F-3ASR, N-2ASR, S-3ASR, or an SF-3 filing that includes only “Combined
Prospectus” data.
x
If the filer provided fiscal year end (Month/Day) in Item 5 “Last day of the fiscal year for
the issuer for which the prospectus is filed” of submission type 424I does not match the
CIK’s fiscal period records in the EDGAR database. In addition to this, if the date in Item
5 is greater than the current date, the system generates an error message and suspends the
filing.
Note: If a filing fee exhibit is attached to a filing, and contains validations errors that result in a
suspension, the exhibit will not be removed from the filing, but instead the entire filing will be
suspended.
A POS AM submission will only permit a filing fee exhibit in unstructured format if it is
submitted via a filer-constructed submission. Filing fee exhibits in unstructured format are not
permitted for POS AM submissions when using the EDGARLink Online interface.
EDGAR uses the file number provided on the POS AM filing to determine if the filing must
include a structured fee exhibit. Filers can use the EDGARLink Online interface to submit a
structured EX-FILING FEES exhibit in Inline XBRL format.
Structuring is optional for POS AM filings that correspond to SF-1, SF-1/A, SF-1MEF, SF-3,
SF-3/A and SF- 3MEF, and filers can attach the EX-FILING FEES exhibit in unstructured or
structured Inline XBRL formats for these submission types.
For further details, please refer to the EDGARLink Online Technical Specification document
https://www.sec.gov/edgar/filer-information/current-edgar-technical-specifications.
Attaching the HTML or ASCII Filing Fees Exhibit (Unstructured) to an EDGARLink
Online submission
To attach the EX-FILING FEES document:
1. Navigate to the “Documents” tab of the EDGARLink Online interface.
2. On the “Documents” tab, click the [Add Document] button to upload the exhibit
3. Select the “EX-FILING FEES” from the Type drop down list.
4. You may provide an optional description for the filing fee exhibit in the Description text
box.
5. In addition to uploading the filing fee exhibit in HTML or ASCII format, an unofficial
PDF of the exhibit can be attached to the submission as an EX-FILING FEES document.
Please refer to Section 7.3.4.4 (Attaching a Document) for detailed information on uploading
document attachments.
Refer to the section “Attaching the Tagged Fee Exhibit (EX-FILING FEES) to EDGARLink
Online forms” in the EDGAR Filing Fee Interface Courtesy Guide available at
(https://www.sec.gov/files/edgar/filing-fee-interface-guide.pdf) for detailed information on
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attaching a structured filing fee exhibit in Inline XBRL format to the 72 EDGARLink Online
submission types.
7.3.9.3 Fee and Offering Information Page for Form 424I Submissions
Filers that registered an offering of Exchange-Traded Vehicle Securities and previously selected
“Indeterminate” as the Type of Payment value on Form S-1, F-1, S-3 or F-3 must pay the fee for
such an offering on an annual net basis by submitting the submission form type 424I. Based on
the Filer CIK entered on the Main tab, the “Fiscal Year End” will be populated as shown below
in the MM/DD format (for example 12/31). If the filing is submitted late (more than 90 days
after the end of the fiscal year), the “Number of Days Late” field will be automatically calculated
based on combined “Fiscal Year End” and “Fiscal Year” values.
If the populated “Fiscal Year End” is incorrect, click the link (Changes to company information
may be made here) to change your company data before proceeding further.
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Filers attaching an EX-FILING FEES exhibit for a 424I submission can use FEPT to generate
the exhibit.
If filers claim an offset under Rule 457(p), then filers are required to provide a statement that
they have (i) Withdrawn the prior registration statement; or (ii) Terminated or completed any
offering that included the unsold securities associated with the claimed offset under the prior
registration statement. The note need not be limited to the statement of
withdrawal/termination/completion.
Filers are not required to include corresponding Fee Offset source information. If filers include
the Fee Offset sources as part of a filer constructed submission, the system will accept the filing
but provide an informational message specifying that there is no requirement in 424(i) or 457(u)
for filers claiming a 457(p) offset to provide information as to fee offset sources.
7.3.9.3.1 General Instructions for Submitting a 424I Submission
x
When submitting a 424I submission, a filer is required to provide the “333-” file number
of a previously accepted F-1, F-3, S-1, S-3, F-1/A, F-3/A, S-1/A, or S-3/A filing where:
¾ the Security Type is “Exchange-Traded Vehicle Security,” and the Type of
Payment is “Indeterminate,” or
¾ the Security Type is “Exchange-Traded Vehicle Security” and the filing relied on
Rule 457(u).
x
EDGAR will suspend the filing in the following cases if the file number provided on the
424I filing belongs to a previously accepted F-1, F-3, S-1, S-3, F-1/A, F-3/A, S-1/A, or
S-3/A filing but:
¾ the Security Type selection is not “Exchange-Traded Vehicle Security” or
¾ the Security Type is “Exchange-Traded Vehicle Security” but Rule 457(a) , Rule
457(o), or Rule Other was selected instead of Rule 457(u), or
¾ the Security Type is “Exchange-Traded Vehicle Security” but “Pay in Advance”
is specified as the Type of Payment instead of “Indeterminate.”
7.3.9.4 Offerings & Fees Page for Transactional Submissions
The Transactional Submission Offerings & Fees Page is only for transactional submissions using
the fee header tabs on the EDGARLink Online application.
Filers who are submitting a structured EX-FILING FEES exhibit in Inline XBRL format can use
FEPT to add transaction valuation data in “Table 1: Transaction Valuation.” For information on
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accessing FEPT, please see the section “Accessing FEPT” in the EDGAR Filing Fee Interface
Courtesy Guide available at (https://www.sec.gov/files/edgar/filing-fee-interface-guide.pdf).
Field #
Field Name
128. Fee
Calculation
Rule
Example of Value to be Inserted
Rule 0-11
Definition (Limits of Field)
The system infers the rule to be
Rule 0-11 for the following
submission types: SC 13E1, SC
13E3, SC13E4F, PREM14A,
PREM14C, SC TO-I, SC TO-T, SC
14D1F, SC 13E1/A, SC 13E3/A,
SC13E4F/A, SC 14D1F/A, SC
TO-I/A, SC TO-T/A, PRER14A,
PRER14C
For a list of rules applicable to
each submission type, refer to
Section 7.3.10.1
129. Transaction
Valuation
50,000
Transaction valuation computed
pursuant to Exchange Act Rule
0-11. Applicable to submission
types: SC TO-I, SC TO-T, SC
13E1, SC 13E3, SC TO-I/A, SC
TO-T/A, SC 13E1/A, SC 13E3/A,
SC13E4F/A, SC 14D1F/A, SC
13E4F, SC 14D1F
For amendments to the schedule
or statement, as applicable, the
“fees to be paid” transaction
valuation entry should equal the
incremental increase, if any, in
then-current total transaction
valuation above the highest total
transaction valuation previously
reported. For amended filings, the
“Fees Previously Paid” transaction
valuation entry should equal the
highest then-current total
transaction valuation previously
reported for the prior initial filing or
amendment to this schedule or
statement, as applicable. The
decimal values can range from 0 to
99,999,999,999,999.99.
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Field #
Field Name
130. Proposed
Maximum
Aggregate
Value of
Transaction
Example of Value to be Inserted
50,000
Definition (Limits of Field)
Transaction valuation computed
pursuant to Exchange Act Rule
0-11. Applicable to submission
types PREM14A, PREM14C,
PRER14A, and PRER14C.
For amendments to the statement,
the “Fees To Be Paid” transaction
valuation entry should equal the
incremental increase, if any, in
then-current total transaction
valuation above the highest total
transaction valuation previously
reported. For amended filings, the
“Fees Previously Paid” transaction
valuation entry should equal the
highest then-current total
transaction valuation previously
reported for the prior initial filing or
amendment to this schedule. The
decimal values can range from 0 to
99,999,999,999,999.99.
131. Fee Rate
Fee rate currently in effect, according
to
https://www.sec.gov/ofm/filing-fee-rate
Current fee rate for transactional
submissions as read from the Fee
Rate Table (read-only field)
available on the EDGAR Filing
Website left navigation menu.
132. Amount of
Filing Fee
5.51
Dollar amount of required fees
without regard to any previous
payments or offsets. The amount is
automatically calculated by
multiplying the transaction
valuation by the current fee rate.
For “Fees Previously Paid” entries,
this automatically calculated value
may be overridden to reflect a
different fee rate, as applicable.
7.3.10 Preparing an Inline XBRL filing fees exhibit (EX-FILING FEES)
This section describes the general process for preparing an Inline XBRL filing fee exhibit
(EX-FILING FEES) and submitting the exhibit to EDGAR for processing. Filers have two
options to construct structured filing fee information within EDGAR, use FEPT or construct the
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exhibit offline using a third-party vendor software, if available.
FEPT includes features such as prompts, explanations, and automated calculations to produce a
filing fee exhibit in submission-ready format.
Filers using FEPT to construct the EX-FILING FEES in EDGAR generally can receive error and
warning messages before they submit both TEST and LIVE filings when using the
Generate/Preview/Review Errors functions of FEPT.
Filers that construct structured information outside of FEPT, however, will receive error and
warning messages after they submit both TEST and LIVE filings. Filers who wish to construct
filings outside of FEPT should consult the EDGAR XBRL Guide available at
(https://www.sec.gov/files/edgar/xbrl-guide.pdf) for details on the FFD taxonomy and further
EX-FILING FEES requirements.
Validation failures caused by incorrect or incomplete structured filing fee-related information
generally will result in the filing being suspended.
7.3.10.1 Applicable Rules for Submission Types
The table below lists the offering rules that are applicable for each submission type for purposes
of preparing an Inline XBRL filing fees exhibit (EX-FILING FEES). For filer-constructed
submissions, the system will generate a warning message if filers include a rule that is not
applicable for the respective submission type.
Rules
Submission Type
457(a)
457(o)
Other
415(a)(6)
457(f)
457(u)***
457(r)
457(s)
0-11**
456(d)***
424I
No
No
No
Yes
No
No
No
Yes
F-1
Yes
Yes
Yes
Yes
No
No
No
No
F-3
Yes
Yes
No
Yes
No
No
No
No
F-3ASR
Yes
Yes
No
No
Yes
No
No
No
F-3D
Yes
Yes
No
Yes
No
No
No
No
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Submission Type
457(a)
457(o)
Other
415(a)(6)
457(f)
457(u)***
457(r)
457(s)
0-11**
456(d)***
N-2
Yes
Yes
No
No
No
No
No
No
N-2ASR
Yes
Yes
No
No
Yes
No
No
No
S-1
Yes
Yes
Yes
Yes
No
No
No
No
S-3
Yes
Yes
No
Yes
No
No
No
No
S-3D
Yes
Yes
No
Yes
No
No
No
No
S-3ASR
Yes
Yes
No
No
Yes
No
No
No
S-11
Yes
Yes
Yes
No
No
No
No
No
SF-1
Yes
No
No
No
No
No
No
No
SF-3
Yes
Yes
No
No
No
Yes
No
No
F-1/A
Yes
Yes
Yes
Yes
No
No
No
No
F-3/A
Yes
Yes
No
Yes
No
No
No
No
N-2/A
Yes
Yes
No
No
No
No
No
No
N-2 POSASR
Yes
Yes
No
No
Yes
No
No
No
POSASR
Yes
Yes
No
No
Yes
No
No
No
POS AM
Yes
Yes
Yes
No
No
No
No
No
S-1/A
Yes
Yes
Yes
Yes
No
No
No
No
S-3/A
Yes
Yes
No
Yes
No
No
No
No
S-11/A
Yes
Yes
Yes
No
No
No
No
No
SF-1/A
Yes
No
No
No
No
No
No
No
SF-3/A
Yes
Yes
No
No
No
Yes
No
No
F-4
Yes
Yes
Yes
No
No
No
No
No
F-10*
Yes
No
No
No
No
No
No
No
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Submission Type
457(a)
457(o)
Other
415(a)(6)
457(f)
457(u)***
457(r)
457(s)
0-11**
456(d)***
F-10EF*
Yes
No
No
No
No
No
No
No
N-14 8C
Yes
No
Yes
No
No
No
No
No
S-4
Yes
Yes
Yes
No
No
No
No
No
S-4EF
Yes
Yes
Yes
No
No
No
No
No
F-4/A
Yes
Yes
Yes
No
No
No
No
No
F-10/A*
Yes
No
No
No
No
No
No
No
N-14 8C/A
Yes
No
Yes
No
No
No
No
No
S-4/A
Yes
Yes
Yes
No
No
No
No
No
PREM14A
No
No
No
No
No
No
Yes
No
PREM14C
No
No
No
No
No
No
Yes
No
SC 13E1
No
No
No
No
No
No
Yes
No
SC 13E3
No
No
No
No
No
No
Yes
No
SC TO-I
No
No
No
No
No
No
Yes
No
SC TO-T
No
No
No
No
No
No
Yes
No
SC13E4F
No
No
No
No
No
No
Yes
No
SC14D1F
No
No
No
No
No
No
Yes
No
PRER14A
No
No
No
No
No
No
Yes
No
PRER14C
No
No
No
No
No
No
Yes
No
SC 13E1/A
No
No
No
No
No
No
Yes
No
SC 13E3/A
No
No
No
No
No
No
Yes
No
SC13E4F/A
No
No
No
No
No
No
Yes
No
SC14D1F/A
No
No
No
No
No
No
Yes
No
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Submission Type
457(a)
457(o)
Other
415(a)(6)
457(f)
457(u)***
457(r)
457(s)
0-11**
456(d)***
SC TO-I/A
No
No
No
No
No
No
Yes
No
SC TO-T/A
No
No
No
No
No
No
Yes
No
F-3MEF
Yes
Yes
No
No
No
No
No
No
N-2MEF
Yes
Yes
No
No
No
No
No
No
S-3MEF
Yes
Yes
No
No
No
No
No
No
SF-1MEF
Yes
No
No
No
No
No
No
No
SF-3MEF
Yes
Yes
No
No
No
No
No
No
F-1MEF
Yes
Yes
Yes
No
No
No
No
No
F-4MEF
Yes
Yes
Yes
No
No
No
No
No
S-4MEF
Yes
Yes
Yes
No
No
No
No
No
N-14MEF
Yes
No
Yes
No
No
No
No
No
S-1MEF
Yes
Yes
Yes
No
No
No
No
No
S-11MEF
Yes
Yes
Yes
No
No
No
No
No
424B1
Yes
Yes
Yes
No
Yes
Yes
No
No
424B2
Yes
Yes
Yes
No
Yes
Yes
No
No
424B3
Yes
Yes
Yes
No
Yes
Yes
No
No
424B4
Yes
Yes
Yes
No
Yes
Yes
No
No
424B5
Yes
Yes
Yes
No
Yes
Yes
No
No
424B7
Yes
Yes
Yes
No
Yes
Yes
No
No
424B8
Yes
Yes
Yes
No
Yes
Yes
No
No
424H
Yes
Yes
No
No
No
Yes
No
No
424H/A
Yes
Yes
No
No
No
Yes
No
No
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Submission Type
S-8
457(a)
457(o)
Other
415(a)(6)
457(f)
457(u)***
457(r)
457(s)
0-11**
456(d)***
Yes
No
No
No
No
No
No
No
* System will notify the filer that carry forward from a Form F-10 filing, is not allowed because
offerings registered on that form would not expire pursuant to Rule 415(a)(5).
** Note that the system will infer the rule to be Rule 0-11, when any of the following submission
types are submitted: SC 13E1, SC 13E3, SC13E4F, PREM14A, PREM14C, SC TO-I, SC TO-T,
SC14D1F, SC 13E1/A, SC 13E3/A, SC13E4F/A, SC14D1F/A, SC TO-I/A, SC TO-T/A,
PRER14A, PRER14C
*** The system must infer the rule to be Rule 456(d) and Rule 457(u), when a 424I filing is
submitted.
The table below lists the offset and combined prospectus rules that are applicable to each
submission type for purposes of preparing an Inline XBRL filing fees exhibit (EX-FILING
FEES). For filer-constructed submissions, the system will generate a warning message if filers
include a rule that is not applicable to the respective submission type.
Rules
Submission Types
457(b)
0-11(a)(2)
457(p)
429
424I
No
No
Yes**
No
F-1
Yes
Yes
Yes
Yes
F-3
Yes
Yes
Yes
Yes
F-3ASR
Yes
Yes
Yes
Yes
F-3D
Yes
No
Yes
Yes
N-2
Yes
Yes
Yes
Yes
N-2ASR
Yes
Yes
Yes
Yes
S-1
Yes
Yes
Yes
Yes
S-3
Yes
Yes
Yes
Yes
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Submission Types
457(b)
0-11(a)(2)
457(p)
429
S-3D
Yes
No
Yes
Yes
S-3ASR
Yes
Yes
Yes
Yes
S-11
Yes
Yes
Yes
Yes
SF-1
Yes
No
Yes
Yes
SF-3
Yes
No
Yes
Yes
F-1/A
Yes
Yes
Yes
Yes
F-3/A
Yes
Yes
Yes
Yes
N-2/A
Yes
Yes
Yes
Yes
N-2 POSASR
Yes
Yes
Yes
Yes
POSASR
Yes
Yes
Yes
Yes
POS AM
Yes
Yes
Yes
Yes
S-1/A
Yes
Yes
Yes
Yes
S-3/A
Yes
Yes
Yes
Yes
S-11/A
Yes
Yes
Yes
Yes
SF-1/A
Yes
No
Yes
Yes
SF-3/A
Yes
No
Yes
Yes
F-4
Yes
Yes
Yes
Yes
F-10
Yes
Yes
Yes
Yes
F-10EF
Yes
Yes
Yes
Yes
N-14 8C
Yes
Yes
Yes
Yes
S-4
Yes
Yes
Yes
Yes
S-4EF
Yes
Yes
Yes
Yes
F-4/A
Yes
Yes
Yes
Yes
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Submission Types
457(b)
0-11(a)(2)
457(p)
429
F-10/A
Yes
Yes
Yes
Yes
N-14 8C/A
Yes
Yes
Yes
Yes
S-4/A
Yes
Yes
Yes
Yes
PREM14A
No
Yes
No
No
PREM14C
No
Yes
No
No
SC 13E1
No
Yes
No
No
SC 13E3
No
Yes
No
No
SC TO-I
No
Yes
No
No
SC TO-T
No
Yes
No
No
SC13E4F
No
Yes
No
No
SC14D1F
No
Yes
No
No
PRER14A
No
Yes
No
No
PRER14C
No
Yes
No
No
SC 13E1/A
No
Yes
No
No
SC 13E3/A
No
Yes
No
No
SC13E4F/A
No
Yes
No
No
SC14D1F/A
No
Yes
No
No
SC TO-I/A
No
Yes
No
No
SC TO-T/A
No
Yes
No
No
F-3MEF
Yes
Yes
Yes
Yes
N-2MEF
Yes
Yes
Yes
Yes
S-3MEF
Yes
Yes
Yes
Yes
SF-1MEF
Yes
No
Yes
Yes
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Submission Types
457(b)
0-11(a)(2)
457(p)
429
SF-3MEF
Yes
No
Yes
Yes
F-1MEF
Yes
Yes
Yes
Yes
F-4MEF
Yes
Yes
Yes
Yes
S-4MEF
Yes
Yes
Yes
Yes
N-14MEF
Yes
Yes
Yes
Yes
S-1MEF
Yes
Yes
Yes
Yes
S-11MEF
Yes
Yes
Yes
Yes
424B1
Yes
Yes
Yes
Yes
424B2
Yes
Yes
Yes
Yes
424B3
Yes
Yes
Yes
Yes
424B4
Yes
Yes
Yes
Yes
424B5
Yes
Yes
Yes
Yes
424B7
Yes
Yes
Yes
Yes
424B8
Yes
Yes
Yes
Yes
424H
Yes
No
Yes
Yes
424H/A
Yes
No
Yes
Yes
S-8
No
No
Yes
No
** Offset sources are not required if the submission type is 424I.
7.3.11 Combining Form Types in a Single Submission
7.3.11.1 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:
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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.
7.3.11.2 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:
x
SC TO-I and a SC 13D/A or a SC 13E3 or a SC 13E3/A
x
SC TO-I/A and a SC 13D/A or a SC 13E3 or a SC 13E3/A
x
SC TO-T and a SC 13D/A or a SC 13E3 or a SC 13E3/A
x
SC TO-T/A and a SC 13D/A or a SC 13E3 or a SC 13E3/A
x
NOTE: NEW structured data (XML) implementation of SCHEDULE 13D/A is not required
for combination filing with SC TO-I, SC TO-I/A, SC TO-T or SC TO-T/A. EDGAR does not
currently support submitting a combined SC TO-I, SC TO-I/A, SC TO-T, SC TO-T/A with
SC 13D/A in XML format. At this time, if needed, please continue to submit SC 13D/A in a
non-structured data format with SC TO-I, SC TO-I/A, SC TO-T, or SC TO-T/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).
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.
When you make a combination filing, EDGARLink Online automatically counts the number of
documents and places the correct submission type names in your submission.
7.3.11.3 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.
September 14, 2026
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EDGAR Filer Manual (Volume
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