Electronic Communications

ADI 2025-15 – Website posting requirements

Jan. 16, 2025

The Division of Investment Management’s Disclosure Review and Accounting Office (DRAO) is responsible for reviewing fund disclosures. In addition to reviewing filings made with the Securities and Exchange Commission (the “Commission”), DRAO periodically reviews other disclosures that are required under the Commission’s rules or exemptive orders. As part of this effort, the staff recently observed several issues relating to the website posting requirements under various Commission rules and certain exemptive orders, including those related to the use of summary prospectuses, exchange-traded funds (ETFs),[1] and money market funds (MMFs).[2] These website requirements acknowledge the important role that the internet plays in providing investors information. DRAO’s objective in publishing this ADI is to remind registrants of the website disclosure obligations that are required when operating under these rules or exemptive orders, and flag certain issues the staff has observed.

Key Takeaway: Review your websites to ensure required disclosures are posted in compliance with any applicable rules and exemptive orders.

1. SUMMARY OF ONLINE POSTING REQUIREMENTS

  1. Summary Prospectuses

Since 2010, mutual funds and ETFs have been able to use a summary prospectus to meet prospectus delivery requirements.[3] More recently, beginning in 2020, variable products[4] offered by insurance companies have been able to use summary prospectuses under substantially similar rules.[5] Under the Summary Prospectus Rules, in addition to preparing, filing, and delivering summary prospectuses to investors, registrants are required to provide certain online disclosures and in some cases, design their online disclosure documents in a way that facilitates investors’ electronic access to more detailed information about their investments.

Required Online Documents. Under the Summary Prospectus Rules, registrants using a summary prospectus must post certain documents online (the “required online documents”) at the website address specified on the cover page of the summary prospectus, on or before the time that the person relying on the rule provides the summary prospectus to investors:

  • Open-end funds.[6] Open-end funds using a summary prospectus are required to post the fund’s current summary prospectus, statutory prospectus, statement of additional information (“SAI”), and most recent annual and semi-annual reports to shareholders.[7]
  • Variable products. An insurance company is required to post a variable product’s current initial summary prospectus, updating summary prospectus, statutory prospectus, SAI, and, in the case of a registrant on Form N-3, the registrant’s most recent annual and semi-annual reports to shareholders.[8]

In addition, if an insurance company avails itself of the optional method of delivering underlying fund prospectuses, the insurance company must post, for each underlying fund, the fund’s current summary prospectus, statutory prospectus, SAI, and most recent annual and semi-annual reports to shareholders.[9]

Website Address at which Required Online Documents are Available. Under the Summary Prospectus Rules, the website address must be specific enough to lead investors directly to the required online documents. The website can be a central website with prominent links to each required online document but cannot be a home page or other section of the website where the required online documents are not directly accessible.[10]

Formatting Requirements for Online Documents. The Summary Prospectus Rules establish certain formatting requirements for the required online documents:

  • Human-readable. The required online documents must be presented in a manner that is human-readable and capable of being printed on paper in human-readable format.[11] This requirement is intended to make clear that the posted information must be presented in human-readable text, rather than machine-readable software code, when accessed through an internet browser and that it must be printable in human-readable text.[12]
  • Convenient for reading online and printing on paper. The required online documents must be presented in a format, or formats, that are convenient for both reading online and printing on paper.[13] This condition could be satisfied by, for example, providing one format that is convenient for reading online, and another format that is convenient for printing on paper.[14]

Linking Within and Between Documents. The Summary Prospectus Rules contain two separate requirements for linking within and between electronic documents posted online:

  • Linking of table of contents within statutory prospectus and SAI available online. Electronic versions of these documents must provide links enabling the reader to move directly between a table of contents and related sections of the documents.[15]
  • Linking between summary prospectus and statutory prospectuses/SAI available online. Electronic versions of these documents must provide links enabling the reader to move back and forth between each section of the summary prospectus and any related section of the statutory prospectus and SAI that provides additional detail.[16] This linking requirement may be satisfied by including links either (A) directly between each section of the summary prospectus and any section of the statutory prospectus or SAI that provides additional detail,[17] or (B) located at both the beginning and end of the summary prospectus, or that remain continuously visible to persons accessing the summary prospectus, and tables of contents of both the statutory prospectus and statement of additional information.[18]

Ability to Retain Documents. The Summary Prospectus Rules require that persons accessing the website that appears on the cover page to the summary prospectus be able to permanently retain, free of charge, an electronic version of the required online documents.[19] The retainable version of the online required documents must:

  • meet the format requirements described above (i.e., human-readable, and convenient for reading online and in paper);[20] and
  • permit persons accessing the downloaded documents to move directly back and forth between each section heading in a table of contents of that document and the section of the document referenced in that section heading.[21]

Additional Website Posting Requirements for Variable Products. In addition to the requirements described above, variable products are subject to the following website posting requirements:

  • Website addresses. Any website address included in an electronic version of a statutory prospectus or a summary prospectus (i.e., electronic versions sent to investors or available online) must include an active hyperlink or other means of facilitating access that leads directly to the relevant website address (for example, a continuously visible sidebar).[22] This requirement does not apply to electronic versions of a prospectus filed on the EDGAR system.[23]
  • Key information table. Cross references in electronic versions of a statutory prospectus or summary prospectus should link directly to the relevant location in the statutory prospectus, or provide a means of facilitating access to that information through equivalent methods or technologies (for example, including a continuously visible sidebar in the summary prospectus that includes hyperlinks to sections in the statutory prospectus).[24]
  • Definitions of special terms used in online summary prospectuses. A summary prospectus that is available online must permit persons accessing the document to either (i) view the definition of each special term used in the summary prospectus upon command (e.g., by moving or “hovering” the computer’s pointer or mouse over the term, or selecting the term on a mobile device), or (ii) move directly back and forth between each special term and the corresponding entry in any glossary or list of definitions in the summary prospectus.[25]
  1. ETFs

On September 25, 2019, the Commission adopted rule 6c-11 under the Investment Company Act that permits ETFs that satisfy certain conditions to operate without an exemptive order.[26] ETFs that fall within the scope of rule 6c-11 are:

  • registered open-end management investment companies;
  • that issue (and redeem) creation units to (and from) authorized participants in exchange for a basket and a cash balancing amount (if any); and
  • that issue shares that are listed on a national securities exchange and traded at market-determined prices.

Rule 6c-11 requires an ETF to comply with certain conditions, including to disclose certain information publicly and prominently on its website. In particular, ETFs relying on rule 6c-11 must disclose the following:

Daily Holdings. An ETF must post the portfolio holdings that will form the basis for each calculation of net asset value per share (“NAV”). They must be the ETF’s portfolio holdings as of the close of business on the prior business day. The disclosure must be available each business day before the opening of regular trading on the primary listing exchange of the ETF’s shares. For each holding, the ETF must disclose the following information (as applicable):

    • ticker symbol;
    • CUSIP or other identifier;
    • description of holding;
    • quantity of each security or other asset; and
    • percentage weight of the holding in the portfolio.[27]

Daily Market Information. The ETF must post its current NAV, market price, and premium or discount each as of the end of the prior business day.[28]

Historic Premium and Discount Information. The ETF must post a table and line graph showing information regarding the ETF’s premiums and discounts during the most recently completed calendar year and calendar quarters of the current year (or the life of the ETF, if shorter).[29]

30-Day Median Bid-Ask Spread. ETFs must post the ETF’s median bid-ask spread during the last (rolling) 30-calendar-day period, using national best bid and national best offer.[30]

Disclosure of ETF Premiums or Discounts Greater than 2%. If an ETF’s premium or discount was greater than 2% for more than seven consecutive trading days, it must disclose on its website that the premium or discount was greater than 2%, along with a discussion of the factors that are reasonably believed to have materially contributed to the premium or discount. This disclosure must appear on the website immediately following the 8th trading day and must remain posted for one year following the first day it was posted.[31]

Other ETF Website Disclosure Requirements. ETFs that are not relying on rule 6c-11 must obtain and rely on an exemptive order granted by the Commission. These exemptive orders impose various conditions on the ETFs relying on these orders and many of these orders impose posting requirements.[32] For example, certain ETFs, often referred to as “non-transparent” or “semi-transparent,” must include a legend on their websites that will highlight for investors the differences between those ETFs and fully transparent ETFs, daily market information, bid-ask spread, and any other information regarding premiums and discounts as may be required for other ETFs.[33] Some orders also impose additional conditions such as the publication of a tracking basket (i.e., a basket that is designed to be representative of the ETF’s holdings but is not the ETF's actual holdings).[34]

In addition, Form N-1A (the registration form for ETFs organized as open-end management investment companies) requires an ETF to either provide certain premium and discount information in its prospectus and annual shareholder report or disclose certain information required by rule 6c-11 on its website.[35]

  1. MMFs

Since 2010, the Commission has required MMFs to post portfolio holdings and other fund information on their websites.[36] This information – required to be posted prominently – includes the following:

Portfolio Maturity and Holdings. MMFs must post for a period of not less than six months, beginning no later than the fifth business day of the month, a schedule of its investments, as of the last business day or subsequent calendar day of the preceding month, that includes (A) the dollar-weighted average portfolio maturity (“WAM”) and dollar-weighted average life maturity (“WAL”) with respect to the MMF and each class of its redeemable shares, and (B) certain specified information as to each security held by the MMF.[37]

Daily Disclosure of Daily and Weekly Liquid Assets. MMFs must post a schedule, chart, graph, or other depiction, which must be updated each business day as of the end of the preceding business day, showing, as of the end of each business day during the preceding six months the percentage of the MMF’s total assets invested in daily liquid assets and weekly liquid assets, and the MMF’s net inflows or outflows.

Daily Disclosure of Current NAV. MMFs must post a schedule, chart, graph or other depiction showing the MMF’s net asset value per share, as of the end of each business day during the preceding six months, updated each business day as of the end of the preceding business day.

Form N-MFP Information. MMFs must post a link to the Commission’s website where a user may obtain the most recent 12 months of publicly available information filed on Form N-MFP, the form by which MMFs file monthly reports of portfolio holdings with the Commission.[38]

Form N-CR Information. MMFs must post for a period of not less than one year, beginning no later than the same business day on which the MMF files an initial report on Form N-CR (the form used by MMFs to file current reports with the Commission pursuant to rule 30b1-8 under the Act) in response to the occurrence of any event specified in Part C of that form, the same information required to be reported to the Commission on Part C, along with the statement required by the rule.[39]

2. OBSERVATIONS FROM STAFF REVIEW

  1. Summary Prospectuses

Website address at which required online documents are available. We observed that some summary prospectuses did not include a website address that investors can use to obtain the required online documents, while others included generic website addresses to the registrant’s home page. Registrants are reminded that the website address on the cover page of the summary prospectus should take investors directly to a page where the required documents can be found.

Linking of table of contents. We observed that registrants typically met the table of contents linking requirement by including the table of contents for the statutory prospectus and SAI in sidebars to the document page.[40] However, a number of registrants did not include a table of contents in one or both of the required documents or in a sidebar that was hyperlinked. Registrants are reminded that the statutory prospectus and SAI table of contents need to be hyperlinked – with a back and forth function – to facilitate investor movement through these longer documents.

Linking between summary prospectus and statutory prospectus/SAI. We observed that registrants typically met this requirement by including links that were either available at both the beginning and end of the summary prospectus, or that remained continuously visible to persons accessing the summary prospectus (rather than including direct links between the summary prospectus and the relevant sections of the statutory prospectus and SAI).[41] However, we observed a number of registrants that did not include any linking from the summary prospectus to the statutory prospectus and SAI,[42] or only partially satisfied this linking requirement.[43]

We remind registrants of these linking requirements, which are designed to facilitate the layered approach to disclosure by enabling viewers to easily move within and between documents to meet their information needs.[44]

Variable Products. We observed that a number of registrants included a continuously visible sidebar with a link to the statutory prospectus or to the table of contents of the statutory prospectus (rather than links to sections of the statutory prospectus). This approach requires a reader to move through two or more hyperlinks to access the referenced section of the statutory prospectus, as opposed to providing a direct link to that section, as required. We remind registrants that this requirement is intended to help investors who seek additional information quickly find more detailed information that may be important to them.[45]

In addition, we observed that a number of variable product registrants did not include any of the permitted means of accessing the definitions of special terms used in the online summary prospectus. Registrants are reminded that this requirement is intended to help investors who access the summary prospectus online grasp the complexities of variable product features.[46]

  1. ETFs

In our review of ETF online disclosures, we observed the following:

Daily Holdings. Some ETFs did not include CUSIPs or other identifiers with their daily holdings information.

Daily Market Information. Some ETFs expressed their premiums and discounts as a dollar figure rather than as a percentage as prescribed by rule 6c-11. In addition, some ETFs also used alternative terminology when referring to premiums and discounts that may have the potential to confuse investors. While the rule does not prescribe terminology, in the staff’s view, clearly describing the required information would be helpful to investors.

Historic Premium and Discount Information. Some ETFs did not disclose timely historic premium and discount information on their websites. That is, the disclosure was not updated to reflect information as of the most recent quarter-end. In addition, for some ETFs we could not locate the historic premium and discount information on their website or it was difficult to find.[47]

In our review of ETF website disclosure requirements for ETFs not relying on rule 6c-11, we observed that some ETFs did not provide historic premium and discount information in the manner prescribed by their exemptive relief or Form N-1A.

30-Day Median Bid-Ask Spread. Some ETFs used alternative terminology when referring to the 30-day median bid-ask spread, for instance, by omitting the term “30-day”, such that the nature of the figure presented may be unclear to investors. While the rule does not prescribe terminology, in the staff’s view, clearly describing the required information would be helpful to investors.

Disclosure of ETF Premiums or Discounts Greater than 2%. While only a limited number of ETFs had premiums and discounts exceeding 2% for seven consecutive trading days, our review found that a significant number of such ETFs did not disclose that their premiums or discounts were greater than 2%, along with a discussion of the factors that are reasonably believed to have materially contributed to the premium or discount.

ETF website disclosures were designed to inform investors about the potential costs of investing in ETFs and the efficiency of an ETF’s arbitrage process, and, for some ETFs, provide daily portfolio transparency.[48] It is therefore important for ETFs to ensure they are fully complying with these website disclosure requirements to help ensure the efficient operation of ETFs.

  1. MMFs

In our review of MMF online disclosures, we observed that several MMFs did not post on their websites the required link to the Commission’s website where a user may obtain the most recent 12 months of publicly available information filed by the MMF on Form N-MFP. MMFs are reminded of their obligations under rule 2a-7(h)(10)(iv) in this regard.

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ADIs are recurring publications that summarize the staff’s views regarding various requirements of the federal securities laws.

The statements in this ADI represent the views of the staff of the Division of Investment Management. This ADI is not a rule, regulation, or statement of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved its content. This ADI, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person. Future changes in rules, regulations, and/or staff no-action and interpretive positions may supersede some or all of the information in a particular ADI.

We hope that this ADI will assist registrants in complying with their disclosure requirements. We also welcome feedback on this ADI and on any disclosure matters. If you have any questions or feedback, please contact:

Disclosure Review and Accounting Office

Phone: 202.551.6921

Email:IMDRAO@sec.gov


[1] An ETF is a fund or class of fund whose shares are listed and traded on a national securities exchange, and that has formed and operates in reliance on rule 6c-11 under the Investment Company Act of 1940 (“Investment Company Act”) or under an exemptive order granted by the Commission. See General Instruction A to Form N-1A.

[2] A MMF is a registered open-end management investment company, or series thereof, that is regulated as a money market fund pursuant to rule 2a-7 under the Investment Company Act. See General Instruction A to Form N-1A.

[3] See Enhanced Disclosure and New Prospectus Delivery Option for Registered Open-End Management Investment Companies, Investment Company Act Release No. 28584 (Jan. 13, 2009) [74 FR 4545 (Jan. 26, 2009)], available at https://www.sec.gov/rules/final/2009/33-8998.pdf (adopting rule 498 under the Securities Act of 1933 (“Securities Act”) governing the use of an open-end fund summary prospectus) (“Rule 498 Adopting Release”).

[4] “Variable products” refer to variable annuity contracts registered on Forms N-3 and N-4 and variable life insurance contracts registered on Form N-6.

[5] See Updated Disclosure Requirements and Summary Prospectus for Variable Annuity and Variable Life Insurance Contracts, Investment Company Act Release No. 33814 (Mar. 11, 2020) [85 FR 25964 (May 1, 2020)], available at https://www.sec.gov/rules/final/2020/33-10765.pdf (adopting rule 498A under the Securities Act governing the use of an initial summary prospectus and updating summary prospectus by variable products) (“Rule 498A Adopting Release”). Rules 498 and 498A under the Securities Act are collectively referred to as the “Summary Prospectus Rules.”

[6] Open-end funds refer to open-end management investment companies that register on Form N-1A. This includes mutual funds and most ETFs.

[7] Rule 498(e)(1).

[8] Rule 498A(h)(1).

[9] Rule 498A(j)(1)(iii).

[10] Rule 498(b)(2); rule 498A(b)(2)(v)(B). If an insurance company avails itself of the optional method of delivering underlying fund prospectuses, the underlying fund documents required to be posted online must be accessible from the same website address used to access the required variable product documents. Rule 498A(j)(1)(iii).

[11] See rule 498(e)(2)(i) and rule 498A(h)(2)(i). Importantly, this requirement is a condition to reliance on the Summary Prospectus Rules to satisfy a person’s delivery obligations under section 5(b)(2) of the Securities Act and the provision that a communication shall not be deemed a prospectus under section 2(a)(1) of the Securities Act. See Rule 498 Adopting Release at section III.B.3.b and Rule 498A Adopting Release at section II.A.5.b.

[12] See Rule 498 Adopting Release at section III.B.3.b and Rule 498A Adopting Release at section II.A.5.b.

[13] See rule 498(f)(3) and rule 498A(i)(3). Unlike the formatting condition discussed above, violation of this requirement will not negate a person’s ability to rely on the Summary Prospectus Rules to satisfy a person’s delivery obligations under section 5(b)(2) of the Securities Act. Failure to satisfy this requirement will, however, constitute a violation of the Commission’s rules. See Rule 498 Adopting Release at section III.B.3.b and Rule 498A Adopting Release at section II.A.5.b.

[14] See Rule 498A Adopting Release at note 430.

[15] See rule 498(e)(2)(ii) and rule 498A(h)(2)(ii). See also Rule 498 Adopting Release at section III.B.3.c and Rule 498A Adopting Release at section II.A.5.c.

[16] See rule 498(e)(2)(iii) and rule 498A(h)(2)(iii). See also Rule 498 Adopting Release at section III.B.3.c and Rule 498A Adopting Release at section II.A.5.c.

[17] See rule 498(e)(2)(iii)(A) and rule 498A(h)(2)(iii)(A).

[18] See rule 498(e)(2)(iii)(B) and rule 498A(h)(2)(iii)(B).

[19] See rule 498(e)(3) and rule 498A(h)(3).

[20] See rule 498(e)(3) and (f)(3)(ii); and rule 498A(h)(3) and (i)(3)(ii).

[21] See rule 498(e)(3) (referencing paragraph (e)(2)(ii) of that rule) and rule 498A(h)(3) (referencing paragraph (h)(2)(ii) of that rule).

[22] See General Instruction C.3.(i) to Forms N-3, N-4, and N-6 (statutory prospectus); rule 498A(i)(4) (summary prospectus).

[23] A summary prospectus filed on EDGAR may not include a functioning link to an external location, as our rules prohibit hyperlinking to websites, locations, or other documents that are outside of the EDGAR system. See rule 105 of Regulation S-T.

[24] See Instruction 1(b) to Item 2 of Forms N-3, N-4, and N-6. See also Rule 498A Adopting Release at section II.A.1.c.vi (“Registrants who choose [an alternative means] generally should provide a cross-reference for each line-item in the Key Information Table that directly corresponds to the appropriate heading in the sidebar (because otherwise an investor may find it difficult to determine which of the headings in the sidebar will provide more detailed information regarding that line-item).”).

[25] See rule 498A(h)(2)(iv). See also rule 498A(e) (requiring special terms used in a summary prospectus to be defined using any presentation style that clearly conveys their meaning to investors, such as the use of a glossary or list of definitions).

[26] See Exchange-Traded Funds, Investment Company Act Release No. 33646 (Sept. 25, 2019) [84 FR 57162 (Oct. 24, 2019)] (“ETF Rule Adopting Release”), available at https://www.sec.gov/rules/final/2019/33-10695.pdf.

[27] See rule 6c-11(c)(1)(i).

[28] See rule 6c-11(c)(1)(ii). See also rule 6c-11(a)(1)(ii) (defining “premium” and “discount”).

[29] See rule 6c-11(c)(1)(iii) and (iv).

[30] See rule 6c-11(c)(1)(v).

[31] See rule 6c-11(c)(1)(vi) and ETF Rule Adopting Release at note 355.

[32] See, e.g., Precidian ETFs Trust, et al., Investment Company Act Release Nos. 33440 (Apr. 8, 2019) (notice) and 33477 (May 20, 2019) (order); Fidelity Beach Street Trust, et al., Investment Company Act Release Nos. 33683 (Nov. 14, 2019) (notice) and 33712 (Dec. 10, 2019) (order); Natixis ETF Trust II, et al., Investment Company Act Release Nos. 33684 (Nov. 14, 2019) (notice) and 33711 (Dec. 10, 2019) (order); Blue Tractor ETF Trust and Blue Tractor Group, LLC, Investment Company Act Release Nos. 33682 (Nov. 14, 2019) (notice) and 33710 (Dec. 10, 2019) (order). See also Statement Staff statement regarding the risk legend used by non-transparent exchange-traded funds operating in reliance of an exemptive order under the Investment Company Act of 1940 (Mar. 29, 2023), available at https://www.sec.gov/news/statement/im-staff-statement-etf-032923.

[33] See e.g., Natixis ETF Trust II, et al., Investment Company Act Release Nos. 33684 (Nov. 14, 2019) (notice) and 33711 (Dec. 10, 2019) (order); Blue Tractor ETF Trust and Blue Tractor Group, LLC, Investment Company Act Release Nos. 33682 (Nov. 14, 2019) (notice) and 33710 (Dec. 10, 2019).

[34] Id.

[35] See Items 11(g) and 27A(d)(4) of Form N-1A.

[36] See rule 2a-7(h)(10); see also Money Market Fund Reform, Investment Company Act Release No. 29132 (Feb. 23, 2010) [75 FR 10060 (Mar. 4, 2010)], available at https://www.sec.gov/files/rules/final/2010/ic-29132.pdf

[37] The following information is required to be posted for each portfolio security: (1) the name of the issuer, (2) the category of the investment, (3) the CUSIP number (if any), (4) principal amount, (5) the maturity date used to calculate WAM, (6) the maturity date used to calculate WAL, (7) the coupon or yield, and (8) value.

[38] See rule 30b1-7 under the Investment Company Act.

[39] The Part C information must be posted along with the following statement:

The Fund was required to disclose additional information about this event on Form N-CR and to file this form with the Commission. Any Form N-CR filing submitted by the Fund is available on the EDGAR Database on the Commission’s internet site at https://www.sec.gov.

[40] A few registrants met the requirement by including hyperlinks in the table of contents page of the document itself. Typically, these funds included thumbnails of document pages for one or both documents in a sidebar.

[41] Most registrants satisfied this requirement by including tabs on the summary prospectus page to open the statutory prospectus and SAI, each of which had a hyperlinked TOC that was either continuously visible in a sidebar or was included in the document itself. Some registrants satisfied the requirement by including continuously visible tables of contents for the statutory prospectus and SAI on the summary prospectus page.

[42] By not including the required linking, viewers generally had to back click to return to the page with the list of required online documents to then access the statutory prospectus and SAI.

[43] For example, some registrants only included links to the statutory prospectus and SAI at the beginning of the summary prospectus, instead of including links at both the beginning and end of the summary prospectus (or that remain continuously visible to persons accessing the summary prospectus), as required by the rule.

[44] See Rule 498 Adopting Release at text accompanying note 281.

[45] See Rule 498A Adopting Release at section II.A.1.c.vi.

[46] See Rule 498A Adopting Release at section II.A.5.d.

[47] Rule 6c-11(c)(1) requires that the information be disclosed prominently on an ETF’s website.

[48] See ETF Rule Adopting Release at section II.

Last Reviewed or Updated: Jan. 16, 2025