August 6, 2016
In addressing disclosure effectiveness, I hope the Commission considers these comments:
1. EDGAR search functionality (particularly full text search) must be improved.
2. All securities (and every filing) in the EDGAR system should be identified by CUSIP or ISIN, and every registrant must be identified by Legal Entity Identifier. (This is akin to series and class identifiers in the mutual fund space).
3. EDGAR needs to improve recognition of ticker symbols. The system does not know all exchange tickers, particularly for mutual funds (even when supplied with series and class identifiers).
4. EDGAR data is distributed to certain entities that pay for expedited and organized delivery of EDGAR data before it is accessible to other entities. Data/information neutrality should be the goal, so the SEC should stop this practice. This practice also facilitates high frequency trading.
5. The SEC should set up servers so that users (including academia) can tap EDGAR data including structured data.
6. The SEC should do away with for S-1 and allow all issuers to incorporate Exchange Act reports if they have them.
7. The SEC should rescind automatic effectiveness of WKSI filings. WKSIs are large issues and may have diverse and complicated investment products. They also have a large investor base. If anything, these issuers should be subject to heightened review.
8. Create two different pieces to prospectuses and registration statements. One should describe the issuers and the other should describe the security. EDGAR can then combine the two together. There is no need to repeat information the same information over and over, the parts should just be linked.
9. Create an equivalent to form 8-K or N-CR for all investment companies.
10. Remove new mutual funds and ETFs from automatic effectiveness under rule 485(a).
11. Allow 33 Act only ETPs (organized as funds) and 1940 Act funds to use the same registration form (N-1A).
12. The SEC should take stock of the disclosure practices from around the world and compare them to our standards. Many jurisdictions lifted our standards and then tried to improve upon them over time.
13. Many more items on disclosure forms should be tagged including even simple items like delaying amendment language, consents, opinions, etc.
14. Decrease the number of form types, and instead use annual census forms that can take the place of multiple forms (e.g., fee paying forms, fidelity bonds, various notices, etc.)
15. Rebuild EDGAR from scratch where it is a hub for data rather than thousand page narrative documents.
16. Closed-end funds should be required to include managements discussion of financial performance (MDFP) in their semiannual reports.