Comment Letters

SEC staff and industry participants often use the term "comment letters" for two distinct purposes — to describe the letters that individuals and entities submit in response to requests for public comment on proposed rulemaking or other agency activity and to refer to the correspondence that issuers and SEC staff exchange concerning disclosure filings.

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. These comments generally are sent after a filing is made with the Commission under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939 or the Investment Company Act of 1940. The letters set forth staff positions on a particular filing only and do not constitute an official expression of the Commission's views. Further, these letters set forth the staff's position, 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.

On May 12, 2005, the SEC began the process of publicly releasing staff comment letters and issuer response letters relating to disclosure filings made after Aug. 1, 2004, and reviewed by the Division of Corporation Finance and the Division of Investment Management. For tips on how to find comment letters in the SEC's EDGAR Database, please read How to Search for EDGAR Correspondence.

To find public comment letters relating to SEC rulemaking and regulatory actions, please visit the Regulatory Actions section of our website. From that page, you can perform a keyword search to identify the release number of a particular rule. Or you can click on "Proposed Rules," "Final Rules," or "Concept Releases" to scroll through the releases. These index pages contain the name, number, and date of each release along with the date comments are due and links to public comments.