Open-End Management Investment Company Inline XBRL Filing of Tagged Data
Sept. 14, 2018
A Small Entity Compliance Guide for Issuers
September 14, 2018
On June 28, 2018, the SEC adopted amendments that will require open-end management investment companies, including exchange-traded funds organized as open-end management investment companies (“funds”), on a phased in basis, to submit risk/return summary information in the Inline eXtensible Business Reporting Language (XBRL) format. Inline XBRL involves embedding XBRL data directly into an HTML document so that the disclosure document is both human-readable and machine-readable. Currently, funds are required to submit all risk/return summary information in XBRL as exhibits to registration statements (and as exhibits to forms of prospectuses that include risk/return summary information that varies from the registration statement).
Under the amendments, in lieu of filing an amendment to the related filing that contains an Interactive Data File, funds will be able to file the Interactive Data File concurrently with certain post-effective amendments to Form N-1A registration statements under Rule 485(b). The amendments also eliminate, as of the applicable compliance date (discussed below), the 15 business day filing period for the submission of Interactive Data Files previously accorded to funds.
Finally, effective September 17, 2018, the amendments (i) eliminate the requirement for funds to post Interactive Data Files on their websites, and (ii) terminate the SEC’s voluntary program for the submission of financial statement information interactive data that is currently available only to investment companies and certain other entities.
The XBRL requirements for fund risk/return summary information are provided in General Instruction C.3.(g) to Form N-1A; Rule 405 of Regulation S-T; and the EDGAR Filer Manual. While the amendments modify existing XBRL requirements, they do not change the categories of filers or scope of disclosures subject to XBRL requirements, and the legal framework for fund risk/return summary information otherwise generally stays the same. More specifically, funds are still required to submit XBRL data for any new information relating to Items 2, 3, or 4 of Form N-1A, and the consequences for failure to submit this data remain the same. However, Inline XBRL is incompatible with the American Standard Code for Information Interchange (“ASCII”) format, meaning funds that currently file in the ASCII format will have to convert to HTML.
The amendments are intended to improve the data’s usefulness and timeliness, benefiting investors, other market participants, and other data users. The amendments are also intended to decrease, over time, the cost of preparing the data for submission to the SEC.
Funds will become subject to the Inline XBRL requirement as set forth in the table below, based on the size of their “fund group” (i.e., the net assets of the fund together with the net assets of other investment companies in the same “group of related investment companies”). A fund’s compliance date is applicable to any initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after that date.
Large fund groups (net assets of $1 billion or more as of the end of most recent fiscal year)
September 17, 2020 (two years after the effective date of the amendments)
Small fund groups (net assets of less than $1 billion as of the end of most recent fiscal year)
September 17, 2021 (three years after the effective date of the amendments)
Optional Early Compliance
Funds will be permitted to file using Inline XBRL under the amendments prior to their compliance date once the EDGAR system has been modified to accept submissions in Inline XBRL, which is anticipated to be in March 2019.
Until the EDGAR system is modified, funds must file Interactive Data Files as exhibits to registration statements and forms of prospectus filings, as they do currently.
The adopting release for the amendments can be found on the SEC’s website at https://www.sec.gov/rules/final/2018/33-10514.pdf.
Regulation S-T can be accessed through the “Corporation Finance” section of the SEC’s website at http://www.sec.gov/divisions/corpfin/ecfrlinks.shtml.
Form N-1A can be accessed on the SEC’s website at http://www.sec.gov/about/forms/secforms.htm.
The SEC’s EDGAR Filer Manual is available on the SEC’s website at http://www.sec.gov/info/edgar.shtml.
The EDGAR® Renderer/Previewer shows how an XBRL submission will appear on the SEC’s website once submitted via EDGAR, displays any error and warning messages that will be seen when filing in EDGAR and is freely available and accessible for download through the SEC’s website at https://www.sec.gov/page/osd_edgarvalandrender.
Additional materials regarding interactive data generally are available on the SEC’s website at https://www.sec.gov/structureddata.
Contacting the SEC Staff
The SEC’s Division of Investment Management’s Chief Counsel Office and the Division of Economic and Risk Analysis’ Office of Structured Disclosure are available to assist small entities and others with questions regarding the new Inline XBRL requirements for funds. You can contact these Offices for this purpose as follows:
Division of Investment Management’s Chief Counsel’s Office –
202-551-6921 or IMOCC@sec.gov
Division of Economic and Risk Analysis’ Office of Structured Disclosure –
202-551-5494 or StructuredData@sec.gov
 This guide was prepared by SEC staff as a “small entity compliance guide” under Section 212 of the Small Business Regulatory Enforcement Fairness Act of 1996, as amended. The guide summarizes and explains rules adopted by the SEC, but is not a substitute for any rule itself. Only the rule itself can provide complete and definitive information regarding its requirements.
Further, this guide applies to open-end management investment companies rather than operating companies. For the small entity compliance guide related to Inline XBRL filing requirements for operating companies, see Operating Company Inline XBRL Filing of Tagged Data at https://www.sec.gov/corpfin/operating-company-inline-xbrl-filing-tagged-dataoperating-company-inline-xbrl-filing.
 For these purposes, the definition of a “group of related investment companies” is the same as the term defined in Rule 0-10 under the Investment Company Act. Rule 0-10(a)(1) defines the term as applied to management investment companies as two or more management companies (including series thereof) that: (i) hold themselves out to investors as related companies for purposes of investment and investor services; and (ii) either (A) have a common investment adviser or have investment advisers that are affiliated persons of each other, or (B) have a common administrator.