Attachment_1_-_SOW.docx

STATEMENT OF WORK

Division of Corporation Finance Data Services

The U.S. Securities and Exchange Commission (SEC) requires an efficient web-based service that provides the ability to search all publicly-released comment letters issued by the Division of Corporation Finance and company responses to those letters as they relate to public company filings. The comment letters and responses must be categorized and tagged to an extensive taxonomy, including, but not limited to U.S. GAAP, IFRS and SEC Rules and Regulations. The coverage shall include all companies that file with the SEC. Each letter issued by the SEC and each company response letter filed by a registrant shall be assigned descriptors using a detailed taxonomy enabling searches by accounting rule or issue, relevant SEC rule, regulation or guidance, and keyword searches. The service shall match each issue within a comment letter with the company’s response to that specific issue, allowing users to track the comment through the process of initial comment to final response. It shall provide the capability to perform text searches within individual footnotes, search for and within individual risk factors, search no-action letters and mergers and acquisitions offerings, perform searches of exhibits and agreements and isolate companies that have an explanatory paragraph [in its audit opinion] for amendments to the financial statements. It shall provide the capability to apply filters to the search results, in order to better target the resulting population. The search results shall include links to SEC comment letters, registrant responses and the filing reviewed.

The SEC requires 550 user licenses to a database that maintains the following data set:

· All SEC reporting companies that filed on SEC EDGAR;

· All SEC EDGAR filings and exhibits;

· Complete life-cycle of SEC-issued comment letters and company response letters publicly available on SEC EDGAR;

· All private placement offering information (e.g., Rule 144A materials) available on SEC EDGAR;

· All no action letters available on SEC EDGAR; and

· All merger and acquisition transactions filed on SEC EDGAR.

All of the above must be searchable.

The database must be categorized and tagged so that it is searchable by any of the following parameters either individually or by multiple parameters

· Company characteristics including

· filer status (accelerated filer, non-accelerated filer, smaller reporting company)

· associated law firms and auditors identified in the company’s filings

· industry classification of the company’s primary line of business (AD office, SIC code)

· accounting standards used to prepare financial statements (GAAP or IFRS)

· location types ( incorporation, headquarters)

· indicia of company size (market capitalization, revenue, net income)

· fiscal year-end date for financial reporting

· type of form filed

· section of form (risk factors, MD&A, etc.)

· footnotes

· risk factors

· explanatory factors for amendments

· keyword search (using Boolean operators)

· comment and response letter dates

The database must

· be updated daily;

· be able to accommodate at least 50 concurrent users;

· provide online and on-site training to users for no additional cost;

· provide customer support during the hours of 8:00 am to 6:00 pm EST;

· allow users to download, save and email material from the database in Excel, Word or PDF;

· allow users to perform key word searches within the entire comment life cycle ; and

· allow users the capability to search publicly available legal and accounting memos by keyword or topic. Users must be able to narrow their search parameters by author (e.g. accounting firm or law firm) and date published.

Optional features

· the capability to request an email alert when new information within defined parameters is added to the database; and

· provide graphical analysis of quantitative data of comment/response letter trends.

· provide a database of non-public private placement memoranda searchable by keyword and date