ICI Comments on SEC Plans to Make Disclosure Filings, SEC Staff Responses Public

Washington, DC, August 12, 2004 - The Institute recently commented on the SEC's decision to make publicly available its comment letters relating to disclosure filings that are selected for review by the Divisions of Investment Management and Corporation Finance, as well as filers' letters responding to the staff's comments.

Background
Disclosure filings made with the SEC are in certain cases selected for review by staff. For many years, the Division of Corporation Finance and the Division of Investment Management have provided filers with comments on filings where they believe the filing could be improved or enhanced. The letters set forth staff positions on a particular filing only and do not represent official SEC positions. Further, these letters are limited to the specific facts of the filing to which they apply and do not apply to other filings.

Staff review of a filing may involve several rounds of comments from the staff and a similar number of responses from the filer. Upon resolution of all issues relating to a filing review, the staff advises the filer that its review is complete. The SEC currently releases staff comment letters and responses to these comment letters only in response to a Freedom of Information Act (FOIA) request after the staff review is complete. In June, the SEC took the position that it is appropriate to expand the transparency of the comment process so that the information is available to a broader audience, free of charge. The SEC plans to make the disclosure filings and related comment letters available through the SEC's Public Dissemination Service and on its website. Public access to this correspondence will no longer require a FOIA request.

ICI Position
The Institute has recommended that all comment letters include disclosure that would ensure that filers and other interested parties of the comment letters do not wrongly assume that the staff's comments represent official statements by the SEC. The Institute also recommends that the SEC evaluate the initial public release of comment letters and related responses on an interim or pilot program basis in order to provide the SEC with the opportunity to determine whether the new policy has caused a material change in the number or type of staff comments or negatively affected the timing of comments provided by the staff to filers.

Related Resources
A section of this website is devoted to disclosure issues.