SEC Proposes Exhibit Hyperlink Requirements

The SEC has recently proposed amendments to Item 601 of Regulation S-K and Rules 11, 102 and 105 of Regulation S-T to require registrants to include a hyperlink to each exhibit identified in the exhibit index of registration statements and reports filed through EDGAR. No hyperlink would be required for any exhibit incorporated by reference that has not been filed in electronic format. In addition, because ASCII format cannot support functional hyperlinks, these registration statements or reports would be required to be filed in HTML format.

Currently, in order to access exhibits incorporated by reference into SEC registration statements and reports, an interested party would need to review the exhibit index of a relevant filing to determine the filing in which the exhibit was included, and then locate the appropriate filing. The SEC believes that the requirement to include hyperlinks from the exhibit index to the actual exhibits would facilitate easier access to these exhibits.

The proposed amendments would apply to nearly all forms that are required to include exhibits under Item 601,^[1] as well as Forms F-10 and 20-F. The proposed amendments exclude exhibits filed with Form ABS-EE and XBRL exhibits.^[2]

For periodic or current reports under the Exchange Act, active hyperlinks to exhibits would be required when the report is filed. For registration statements, such hyperlinks would be required only in the version of the registration statement that becomes effective.

The proposal is subject to a 45-day comment period.

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[1] Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, SF-1, and SF-3 under the Securities Act; and Forms 10, 10-K, 10-Q, 8-K, and 10-D under the Exchange Act.

[2] Although the disclosure forms used by registered investment companies would not be covered by the proposed amendments, some investment companies file annual reports on Form 10-K. Those investment companies would be subject to the proposed amendments.