

[Federal Register: July 17, 2007 (Volume 72, Number 136)]
[Rules and Regulations]               
[Page 39289-39300]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr17jy07-12]                         


[[Page 39289]]

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Part V





Securities and Exchange Commission





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17 CFR Parts 232, 239, 270 and 274



Extension of Interactive Data Voluntary Reporting Program on the Edgar 
System to Include Mutual Fund Risk/Return Summary Information; Final 
Rule


[[Page 39290]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 239, 270 and 274

[Release Nos. 33-8823; IC-27884; File Number S7-05-07]
RIN 3235-AJ59

 
Extension of Interactive Data Voluntary Reporting Program on the 
Edgar System To Include Mutual Fund Risk/Return Summary Information

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting rule amendments to extend the current 
interactive data voluntary reporting program to enable mutual funds 
voluntarily to submit supplemental tagged information contained in the 
risk/return summary section of their prospectuses. A mutual fund 
choosing to tag its risk/return summary information also would continue 
to file this information in HTML or ASCII format, as currently 
required. This extension of the voluntary program is intended to help 
us evaluate the usefulness to investors, third-party analysts, 
registrants, the Commission, and the marketplace of data tagging and, 
in particular, of tagging mutual fund information.

DATES: Effective Date: August 20, 2007.

FOR FURTHER INFORMATION CONTACT: Alberto H. Zapata, Senior Counsel, or 
Brent J. Fields, Assistant Director, Office of Disclosure Regulation, 
Division of Investment Management, at (202) 551-6784, Securities and 
Exchange Commission, 100 F Street, NE, Washington, DC 20549-5720. If 
you have questions about the EDGAR system, contact Richard Heroux, 
EDGAR Program Manager, at (202) 551-8800, in the Office of Information 
Technology.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission 
(``Commission'') is adopting amendments to rules 401 \1\ and 402 \2\ of 
Regulation S-T \3\ , rule 8b-33 \4\ under the Investment Company Act of 
1940 (``Investment Company Act''), and Form N-1A \5\ under the 
Investment Company Act and the Securities Act of 1933 (``Securities 
Act''). \6\
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    \1\ 17 CFR 232.401.
    \2\ 17 CFR 232.402.
    \3\ 17 CFR 232.10 et seq.
    \4\ 17 CFR 270.8b-33.
    \5\ 17 CFR 239.15A and 274.11A.
    \6\ The Commission proposed these amendments in February 2007. 
Securities Act Release No. 8781 (Feb. 6, 2007) [72 FR 6676 (Feb. 12, 
2007)] (``Proposing Release'').
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Table of Contents

I. Background
    A. Interactive Data and XBRL
    B. The Voluntary Program and Tagging of Mutual Fund Information
II. Discussion
    A. Expansion of Voluntary Program Content
    B. Required Disclosure
    C. Liability Issues
    D. The Risk/Return Summary Taxonomy and Software Tools
    E. Effective Date
III. Paperwork Reduction Act
IV. Cost/Benefit Analysis
V. Promotion Of Efficiency, Competition, and Capital Formation
VI. Final Regulatory Flexibility Analysis
VII. Statutory Authority
    Text of Rule and Form Amendments

I. Background

A. Interactive Data and XBRL

    For the past several years, the Commission has been evaluating the 
use of interactive data tagging as a tool to improve the timeliness and 
accessibility of the information contained in filings with the 
Commission under the federal securities laws.\7\ Data tagging uses 
standard definitions (or data tags) to translate text-based information 
into data that is interactive, that is, data that can be retrieved, 
searched, and analyzed through automated means.\8\
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    \7\ See SEC to Rebuild Public Disclosure System to Make It 
`Interactive,' Securities and Exchange Commission Press Release, 
Sept. 25, 2006, available at: http://www.sec.gov/news/press/2006/2006-158.htm
 (``September 25 Press Release''); Commission Announces 

Roundtable Series Giving Investors and Analysts Better Financial 
Data via Internet, Securities and Exchange Commission Press Release, 
Mar. 9, 2006, available at: http://www.sec.gov/news/press/2006-34.htm
; SEC Offers Incentives for Companies to File Financial 

Reports with Interactive Data, Securities and Exchange Commission 
Press Release, Jan. 11, 2006, available at: http://www.sec.gov/news/press/2006-7.htm
 (``January 11 Press Release''); SEC Announces 

Initiative to Assess Benefits of Tagged Data in Commission Filings, 
Securities and Exchange Commission Press Release, July 22, 2004, 
available at: http://www.sec.gov/news/press/2004-97.htm.

    \8\ The Commission's Electronic Data Gathering, Analysis, and 
Retrieval System (``EDGAR'') has allowed certain tagged data since 
its inception, for example, by using Standard Generalized Markup 
Language and Extensible Markup Language (``XML'') to tag form-
specific information (such as the form type, central index key, and 
file number) that accompanies electronic documents submitted on 
EDGAR. More recently, EDGAR has employed HyperText Markup Language 
(``HTML'') to format documents and made limited use of XML related 
to financial and business information contained within certain EDGAR 
submissions.
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    Interactive data has enormous potential to enable investors and 
other market participants to analyze and compare data from different 
sources more efficiently and effectively and to exchange information 
across various platforms automatically. Through interactive data, 
static text-based information can be transformed into dynamic databases 
that can readily be searched and analyzed, facilitating the comparison 
of information across companies, reporting periods, and industries. 
Interactive data also provides a significant opportunity to automate 
information processing throughout the business and reporting cycle, 
with the potential to increase accuracy and reduce costs. By ensuring 
that information is classified properly at each step of the cycle, and 
minimizing the need for human intervention and, therefore, human error, 
interactive data may improve the quality of information at decreased 
cost.
    Tags are defined in taxonomies, which are essentially data 
dictionaries that describe individual items of information and 
mathematical and definitional relationships among the items. As tagging 
has continued to gain prominence in recent years, there has been 
substantial progress in developing data tagging taxonomies related to a 
language for the electronic communication of business and financial 
data known as eXtensible Business Reporting Language (``XBRL''). XBRL 
was developed as an open source specification that describes a standard 
format for tagging financial and other information to facilitate the 
preparation, publication, and analysis of that information by software 
applications.\9\ XBRL was developed and continues to be supported by 
XBRL International, a collaborative consortium of approximately 450 
organizations representing many perspectives in the financial reporting 
community.\10\ XBRL International and its related entities have been 
developing standard taxonomies that are designed to classify and define 
financial information in accordance with U.S. Generally Accepted 
Accounting Principles (``GAAP'') and Commission regulations. The 
Commission has contracted with XBRL US, Inc., the U.S. based 
jurisdiction of XBRL International, to help complete the writing of 
XBRL taxonomies that would enable companies in all industries to file 
financial reports with the Commission using XBRL.\11\
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    \9\ ``Open Source'' means that the software can be used by 
anyone without charge and is being developed in an open and 
collaborative setting. For a more detailed discussion about XBRL, 
see ``How XBRL Works'' on the XBRL International Web site available 
at: http://www.xbrl.org/HowXBRLWorks/.

    \10\ See ``About the Organisation'' page and subpages on the 
XBRL International Web site, available at: http://www.xbrl.org/AboutTheOrganisation/
.

    \11\ September 25 Press Release, supra note 7.

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[[Page 39291]]

B. The Voluntary Program and Tagging of Mutual Fund Information

    As part of our evaluation of the potential of interactive data 
tagging technology, the Commission adopted rules in 2005 instituting a 
program that permits filers, on a voluntary basis, to submit financial 
information tagged in XBRL format as an exhibit to certain filings on 
the Commission's Electronic Data Gathering, Analysis and Retrieval 
System (``EDGAR'').\12\ The Commission adopted the voluntary program to 
help evaluate the usefulness of data tagging and XBRL to registrants, 
investors, the Commission, and the marketplace.\13\ In 2006, the 
Commission initiated an interactive data test program, in which 
companies, including investment companies, voluntarily agree to furnish 
financial data in XBRL format for at least one year and provide 
feedback on their experiences, including the costs and benefits.\14\ 
The data currently permitted in XBRL exhibits is limited to financial 
information.
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    \12\ See Securities Act Release No. 8529 (Feb. 3, 2005) [70 FR 
6556 (Feb. 8, 2005)] (``XBRL Adopting Release''); Securities Act 
Release No. 8496 (Sept. 27, 2004) [69 FR 59094 (Oct. 1, 2004)] 
(``XBRL Proposing Release''). See also Securities Act Release No. 
8497 (Sept. 27, 2004) [69 FR 59111 (Oct. 1, 2004)] (concept release 
soliciting comment on data tagging).
    \13\ XBRL Adopting Release, supra note 12, 70 FR at 6556-57.
    \14\ January 11 Press Release, supra note 7. For more 
information about the Commission's interactive data initiatives, see 
the Commission Web page ``Spotlight On: Interactive Data and XBRL 
Initiatives,'' available at: http://www.sec.gov/spotlight/xbrl.htm.

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    The current voluntary program extends to financial information for 
investment companies, including open end management investment 
companies (``mutual funds'').\15\ In February of this year, we proposed 
amendments to the voluntary program that would permit mutual funds to 
tag the information in the risk/return summary section of their 
prospectuses using a taxonomy developed by the Investment Company 
Institute (``ICI'').\16\
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    \15\ See SEC XBRL Voluntary Program Extends to Investment 
Companies, Securities and Exchange Commission Press Release, Aug. 8, 
2005, available at: http://www.sec.gov/news/press/2005-112.htm.

    \16\ The ICI is a national association of the American 
investment company industry. In March 2006, the ICI announced an 
initiative to create a taxonomy to cover the risk/return summary 
information. See Stevens Calls for Greater Use of Internet; 
Announces Initiative to Develop XBRL Data Tagging Technology, ICI 
Press Release, Mar. 20, 2006, available at: http://ici.org/statements/nr/2006/06_news_mfimc.html#TopOfPage
; ICI Unveils Draft 

XBRL Taxonomy For Public Review, ICI Press Release, Jan. 4, 2007, 
available at: http://www.ici.org/statements/nr/07_news_xbrl_txnmy.html#TopOfPage
.

    In a letter to the Commission staff, dated May 18, 2007, the ICI 
advised that the risk/return summary taxonomy is ready for use and 
described its response to comments received regarding the taxonomy 
development. See Letter from Donald J. Boteler, Vice President--
Operations and Continuing Education, ICI, to Andrew J. Donohue, 
Director, Division of Investment Management (May 18, 2007) 
(``Boteler Letter''), available at: http://www.sec.gov/comments/s7-05-07/s70507-21.pdf.
 The ICI also indicated that the schema files 

and reference materials for the taxonomy are available at: http://xbrl.ici.org
.

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    The risk/return summary section of the mutual fund prospectus 
contains important information about investment objectives and 
strategies, risks, and costs,\17\ and tagging this information could 
provide powerful tools for investors. With almost half of all U.S. 
households owning mutual funds,\18\ typically to fund their education, 
retirement, and other basic needs, improving the quality of mutual fund 
disclosure is important to millions of Americans. Tagging of key mutual 
fund information could help to streamline the delivery of mutual fund 
information and provide investors, analysts, and others with improved 
tools to compare funds based upon, among other things, costs, 
investment objectives, strategies, and risks. In addition, the risk/
return summary information is largely narrative in format, and 
exploring the viability of tagging this information will provide us 
with valuable insights as we assess the potential for tagging other 
primarily narrative information.
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    \17\ Items 2 and 3 of Form N-1A [17 CFR 239.15A and 274.11A].
    \18\ 2007 Investment Company Fact Book, at 57-58, Investment 
Company Institute (2007), available at: http://www.ici.org/home/2007_factbook.pdf
.

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    The Commission received eight comment letters on the proposed rule 
amendments, including comments from software vendors, an accounting 
firm, a trade association, and several individuals.\19\ These 
commenters generally supported the proposed rules to extend the 
interactive data voluntary reporting program to the risk/return summary 
section of mutual fund prospectuses. We are adopting the proposed 
amendments, with minor modifications to address commenters' 
recommendations. The rule amendments are intended to help us evaluate 
the usefulness to investors, third-party analysts, registrants, the 
Commission, and the marketplace of data tagging and, in particular, of 
tagging mutual fund information.
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    \19\ See comment letters of Confluence (Mar. 14, 2007); Walter 
S. Hamscher (``Hamscher'') (Mar. 2, 2007); Charles S. Hoffman 
(``Hoffman'') (Feb. 10, 2007); ICI (Mar. 14, 2007); NewRiver, Inc. 
(``NewRiver'') (Mar. 14, 2007); PricewaterhouseCoopers LLP (``PWC'') 
(Mar. 14, 2007); Rivet Software, Inc. (``Rivet'') (Mar. 14, 2007); 
Ayal Rosenthal (``Rosenthal'') (Mar. 6, 2007). The ICI contracted 
with PWC to design and construct the risk/return taxonomy, and 
Hamscher was a subcontractor to PWC. The comment letters are 
available on the Commission's Web site at: http://www.sec.gov/comments/s7-05-07/s70507.shtml
.

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II. Discussion

    As part of our ongoing effort to evaluate the usefulness of data 
tagging, we are adopting amendments to extend the voluntary program to 
enable mutual funds to submit exhibits containing tagged risk/return 
summary information attached to EDGAR filings.\20\ Any mutual fund may 
participate, without pre-approval, merely by submitting the risk/return 
summary information in the required manner. As we continue to gain 
experience with interactive data, we will evaluate the benefits of data 
tagging to investors, analysts, and others. If, in the future, we 
consider requiring filers to tag the risk/return summary information, 
that would be the subject of a separate rulemaking proposal.
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    \20\ The amendments do not alter the current voluntary program 
as it applies to the furnishing of XBRL information by non-
investment companies.
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A. Expansion of Voluntary Program Content

    Currently, the XBRL data furnished under the voluntary program must 
consist of at least one item from a list of enumerated mandatory 
content (``Mandatory Content''), including financial statements, 
earnings information, and, for registered management investment 
companies, financial highlights or condensed financial information.\21\ 
We are adding the risk/return summary information set forth in Items 2 
and 3 of Form N-1A as a new item of Mandatory Content, with two 
modifications to our proposal that address commenters' recommendations.
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    \21\ Rule 401(b)(1) of Regulation S-T [17 CFR 232.401(b)(1)].
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    Our proposal, like the current voluntary program, would have 
required that Mandatory Content ``consist of a complete set of 
information for all periods presented in the corresponding official 
EDGAR filing.'' \22\ First, the adopted amendments clarify that, in the 
case of a Form N 1A filing that includes more than one series,\23\ a 
filer may tag a complete set of risk/return summary information for any 
one or more series.\24\ For example, if a filing contains information 
about four series, a filer could tag information for one, two,

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three, or four series. Filers who choose to tag the information for a 
particular series would be required to tag all the information for that 
series, including the information for each class of the series.\25\ 
Second, we have modified the proposed amendments, which would have 
required the information for each class to be separately identified, to 
clarify, as suggested by a commenter,\26\ that this requirement applies 
only to information that does not relate to all of the classes in a 
series.\27\ Thus, class-specific information, such as expenses and 
performance, would be required to be separately identified by class. 
Information that is not class-specific, such as investment objectives, 
would not be required to be separately identified by class.
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    \22\ Rule 401(b)(1)(i) of Regulation S-T [17 CFR 
232.401(b)(1)(i)].
    \23\ A mutual fund may issue multiple ``series'' of shares, each 
of which is preferred over all other series in respect of assets 
specifically allocated to that series. Rule 18f-2 under the 
Investment Company Act [17 CFR 270.18f-2]. Each series is, in 
effect, a separate investment portfolio.
    \24\ Rule 401(b)(1)(iv) of Regulation S-T [17 CFR 
232.401(b)(1)(iv)].
    \25\ A mutual fund may issue more than one class of shares that 
represent interests in the same portfolio of securities with each 
class, among other things, having a different arrangement for 
shareholder services or the distribution of securities, or both. 
Rule 18f-3 under the Investment Company Act [17 CFR 270.18f-3].
    \26\ See letter from ICI, supra note 19.
    \27\ Rule 8b-33 under the Investment Company Act [17 CFR 270.8b-
33].
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    Three commenters stated that if a mutual fund's official filing 
contains information for more than one series or class, the fund should 
be permitted to submit tagged risk/return summary information for one 
or more, but fewer than all, series or classes.\28\ One of these 
commenters indicated that this approach would provide the broadest 
possible participation in the voluntary program.\29\ We agree with 
these commenters that mutual funds volunteering to participate in the 
reporting program that include more than one series in an official 
filing should not be required to tag the information for all series in 
the filing. A mutual fund's series represent separate portfolios of 
securities, each with its own discrete investment objectives and 
strategies. Each series of a registered investment company is a 
distinct mutual fund though they are organized as part of a single 
legal entity. As a result, we have concluded that tagging one or more 
series should not require tagging all the series of a fund. Therefore, 
our rule amendments permit mutual funds to submit tagged risk/return 
summary information for one or more series in an official filing.\30\ 
This flexibility should encourage participation in the voluntary 
program.\31\
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    \28\ See letters from Hamscher, ICI, and PWC, supra note 19.
    \29\ See letter from ICI, supra note 19.
    \30\ Rule 401(b)(1)(iv).
    \31\ We have previously indicated that rule 8b-33 would require 
investment companies to submit tagged XBRL documents separately for 
each series of an investment company registrant. See XBRL Proposing 
Release, supra note 12, 69 FR at 59097 n. 49. Under amended rule 8b-
33, a mutual fund will not be required to submit tagged risk/return 
summary information in separate documents for each series or class, 
provided that the information is tagged in such a manner that the 
information may be separately identified by series and class.
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    We disagree, however, with commenters' recommendations \32\ that 
volunteers be permitted to tag the risk/return summary information for 
less than all classes for any mutual fund or series selected. 
Permitting tagged submissions for less than all the classes of a fund 
or series would significantly impair the Commission's and users' 
ability to evaluate the effectiveness of the ICI's risk/return summary 
taxonomy in tagging class-specific information. In addition, it would 
limit the ability to assess the usefulness of the taxonomy in 
facilitating the comparison of class-specific information, such as 
expenses and performance, within a fund.
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    \32\ See letters from Hamscher, ICI, and PWC, supra note 19.
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    As with all tagged exhibits under the voluntary program, 
submissions of tagged exhibits containing risk/return summary 
information will be supplemental and will not replace the required HTML 
or ASCII version of the information called for in Form N-1A. Volunteers 
will be required to file their complete official registration 
statements to ensure that all investors have access to information upon 
which to base their investment decisions.\33\ While tagged exhibits 
will be required to reflect the same information contained in the risk/
return summary section of the related official Form N-1A filing, we 
emphasize that investors and others should continue to rely on the 
official filing rather than the tagged exhibit.
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    \33\ Consistent with the current voluntary program, once 
received by the Commission, the official filing and the tagged risk/
return summary information submitted as exhibits to the official 
filing will undergo technical validations. The official filing will 
continue to follow the normal process for receipt and acceptance. 
That is, it will be suspended if it fails its validation criteria. 
If the official filing meets its validation criteria, but any tagged 
risk/return summary document submitted as an exhibit to the official 
filing fails its own validation criteria, all tagged documents will 
be removed and the official filing will be accepted and disseminated 
without the tagged documents. The volunteer will be notified of the 
submission problem with the tagged documents. If the official filing 
fails to meet the required receipt and acceptance process and is 
suspended for any reason, any tagged risk/return summary information 
submitted with the official filing will also be suspended.
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    We are adopting, as proposed, the requirement that mutual funds 
submitting tagged risk/return summary information must include this 
information as an exhibit to an amendment to a previous filing on Form 
N-1A.\34\ Form N-1A filings, which contain mutual fund registration 
statements (or amendments thereto), are often subject to revision prior 
to effectiveness. For this reason, the rules do not permit the 
submission of a tagged exhibit that is related to a registration 
statement or an amendment that is not yet effective. More specifically, 
the rules provide that a tagged exhibit to a Form N-1A filing, whether 
the filing is an initial registration statement or an amendment 
thereto, may be submitted only as an amendment to the filing to which 
the tagged exhibit relates and only after the effective date of such 
filing.\35\ An exhibit containing tagged risk/return summary 
information may be submitted under rule 485(b) of the Securities Act, 
which provides for immediate effectiveness of amendments that make non-
material changes, and will only need to contain the new exhibit, a 
facing page, a signature page, a cover letter explaining the nature of 
the amendment, and a revised exhibit index.
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    \34\ See Rule 401(a) of Regulation S-T [17 CFR 232.401(a)]; rule 
8b-33. A mutual fund submitting tagged risk/return summary 
information as an exhibit to Form N-1A will be required to name each 
document ``EX-100'' as specified in the EDGAR Filer Manual. We also 
are adopting a technical amendment to General Instruction B.4.(b) of 
Form N-1A to add rule 8b-33 to the list of general provisions that 
apply to the filing of registration statements on Form N-1A.
    \35\ Rule 401(a); rule 8b-33.
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    The voluntary program requires all volunteers to use the 
appropriate version of a standard taxonomy, supplemented with extension 
taxonomies as specified by the EDGAR Filer Manual. Filers submitting 
tagged risk/return summary information should not include the risk/
return summary taxonomy in their submissions as this taxonomy will be 
stored as a part of the EDGAR system. Section 5.2.4 of the EDGARLink 
Filer Manual (Volume II): ``EDGAR Filing'' will provide instructions 
and guidance on the preparation, submission, and validation of EDGAR-
acceptable electronic filings with attached tagged risk/return summary 
information.\36\ The EDGAR system upgrade to Release 9.7 is scheduled 
to become available on August 20, 2007, to, among other things,

[[Page 39293]]

enable EDGAR to process tagged risk/return summary information when the 
expanded voluntary program becomes effective.
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    \36\ Rule 301 of Regulation S-T, the regulation that governs the 
preparation and transmission of electronic filings on the 
Commission's EDGAR system, requires electronic filings to be 
prepared in accordance with the provisions of the EDGAR Filer 
Manual. The Filer Manual contains the technical formatting 
requirements for electronic submissions. Filers must comply with 
those requirements to ensure the timely receipt and acceptance of 
documents submitted to the Commission in an electronic format. The 
Commission's EDGAR Filer Manual is available at: http://www.sec.gov/info/edgar.shtml
.

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    Similar to the current voluntary program, volunteers will be free 
to submit tagged risk/return summary information regularly or from time 
to time, and volunteers may stop and start as they choose. 
Participating in the voluntary program will not create a continuing 
obligation for a volunteer to submit tagged risk/return summary 
information as an exhibit to a subsequent post-effective amendment. A 
volunteer will, however, be required to amend any tagged risk/return 
summary exhibits that do not comply with the content and format 
requirements of rule 401, e.g., because they do not reflect the same 
information as the corresponding official filing.\37\
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    \37\ See rule 401(c)(1) of Regulation S-T [17 CFR 232.401(c)(1)] 
(requires tagged exhibits to reflect the same information as 
corresponding official filing); XBRL Adopting Release, supra note 
12, 70 FR at 6559 n. 48.
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    One commenter, while agreeing that participation in the voluntary 
program should not create a continuing obligation to submit tagged 
risk/return summary information as an exhibit to a subsequent post-
effective amendment, noted that rendering tools may not be able to 
detect that tagged data is no longer current.\38\ The commenter 
encouraged the Commission to consider whether additional safeguards, 
such as the option to withdraw tagged exhibits, should be made 
available to ensure that there is no liability to funds or harm to 
investors if rendering tools utilize outdated information. As we noted 
in response to similar comments when the voluntary program rules were 
initially adopted, submissions to EDGAR cannot, as a practical matter, 
be withdrawn after public dissemination.\39\ In order to address 
questions of potential harm to investors and liability to mutual funds, 
the rules provide for cautionary disclosures \40\ and liability 
protections.\41\
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    \38\ See letter from ICI, supra note 19.
    \39\ XBRL Adopting Release, supra note 12, 70 FR at 6559.
    \40\ See infra Section II.B.
    \41\ See infra Section II.C.
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    The amendments we are adopting will, as proposed, provide mutual 
funds with the option to submit tagged financial highlights or 
condensed financial information as a tagged exhibit to an amendment to 
the Form N 1A filing to which the information relates.\42\ Mutual funds 
also may continue to submit this information as an exhibit to Form N-
CSR, as currently permitted, whether or not they submit tagged risk/
return summary information.\43\ A mutual fund submitting tagged risk/
return summary information may, but is not required to, submit tagged 
financial highlights or condensed financial information. Similarly, a 
mutual fund that submits tagged financial highlights or condensed 
financial information may, but is not required to, submit tagged risk/
return summary information.
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    \42\ Rule 8b-33 (permitting tagged exhibits under the voluntary 
program to be submitted on Form N-1A); Item 8(a) of Form N-1A 
(requiring mutual funds to provide financial highlights 
information); rule 401(a) and (b)(1)(iii) of Regulation S-T [17 CFR 
232.401(a) and (b)(1)(iii)] (permitting information set forth in 
Item 8(a) of Form N-1A as Mandatory Content under the voluntary 
program).
    \43\ Rule 401(a) and (b)(1)(iii) (permitting financial 
highlights or condensed financial information set forth in Item 8(a) 
of Form N-1A to be submitted as Mandatory Content); rule 8b-33. 
Mutual funds must include their financial highlights or condensed 
financial information in every annual and semi-annual report 
transmitted to shareholders. Items 22(b)(2) and (c)(2) of Form N-1A 
(requiring annual or semi-annual reports to include the information 
required by Item 8(a) of Form N-1A). Mutual funds must include a 
copy of their annual or semi-annual report transmitted to 
shareholders with their Form N-CSR filed with the Commission. Item 1 
of Form N-CSR.
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B. Required Disclosure

    The Commission is adopting, as proposed, a requirement that the 
exhibit index of any Form N-1A filing that includes a tagged exhibit 
disclose that the purpose of submitting the tagged exhibit is to test 
the related format and technology and, as a result, investors should 
not rely on the exhibit in making investment decisions.\44\ In 
addition, we are requiring this disclosure to appear within a tagged 
exhibit, as recommended by some commenters.\45\
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    \44\ Rule 401(d)(1)(ii) and (d)(2)(i) of Regulation S-T [17 CFR 
232.401(d)(1)(ii) and (d)(2)(i)]. Rule 483(a) of Regulation C [17 
CFR 230.483(a)] requires, among other things, that a registration 
statement of a registered investment company ``contain an exhibit 
index, which should immediately precede the exhibits filed with such 
registration statement.''
    \45\ See letters from ICI and PWC, supra note 19.
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    We believe that the inclusion of the cautionary disclosure within 
tagged risk/return summary exhibits may help to alert investors and 
other users that the exhibits should not be relied on in making 
investment decisions. We are modifying the proposed rule to require 
that the disclosure be included within the exhibits as a tagged data 
element.\46\ The ICI indicated in its comment letter that an element 
could be added to the risk/return summary taxonomy for the display of 
this disclosure and has now done so. We encourage parties that are 
developing rendering tools for the risk/return summary taxonomy to make 
use of this data tag in order to display the cautionary disclosure in 
rendered versions of funds' risk/return summary information.
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    \46\ Rule 401(d)(2)(i).
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    The adopted rules, like the proposed rules and consistent with one 
commenter's recommendation,\47\ do not require a Form N-1A filing that 
includes tagged exhibits containing only risk/return summary 
information to disclose that the information in the exhibits is 
``unaudited'' or ``unreviewed.'' This disclosure will be required in a 
Form N 1A filing with which tagged financial highlights or condensed 
financial information is submitted.\48\
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    \47\ See letter from ICI, supra note 19.
    \48\ Rule 401(d)(1)(i) of Regulation S-T [17 CFR 
232.401(d)(1)(i)].
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C. Liability Issues

    The two commenters who addressed liability issues supported the 
proposal to extend to tagged risk/return summary information limited 
protection from liability that is similar to the protection provided 
under the current voluntary program,\49\ and we are adopting the 
liability protection as proposed. We are providing this protection 
because liability remains for the official filing, and because the 
program is experimental, it contains certain safeguards, and the 
program should not unnecessarily deter volunteers from participating.
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    \49\ See letters from ICI and PWC, supra note 19.
---------------------------------------------------------------------------

    Under the current voluntary program, tagged exhibits are not deemed 
filed for purposes of Section 18 of the Securities Exchange Act of 1934 
(``Exchange Act'') \50\ or Section 34(b) of the Investment Company 
Act,\51\ or otherwise subject to the liability of these sections.\52\ 
In addition, the current rules also provide more general relief from 
liability under the securities laws, including the Securities Act, the 
Exchange Act, the Trust Indenture Act of 1939, and the Investment 
Company Act, for information in a tagged exhibit that complies with the 
content and format requirements of the voluntary program to the extent 
that the information in the corresponding portion of the official EDGAR 
filing was not materially false or misleading.\53\
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    \50\ 15 U.S.C. 78r.
    \51\ 15 U.S.C. 80a-33(b).
    \52\ Rule 402(a)(1) under Regulation S-T [17 CFR 232.402(a)(1)]. 
Further, because the tagged documents are not filed under the 
Exchange Act, they are not incorporated by reference into 
registration statements filed under the Securities Act or 
prospectuses they contain. These protections apply regardless of 
whether the documents are exhibits to a document otherwise 
incorporated by reference into a filing.
    \53\ Rule 402(b) of Regulation S-T [17 CFR 232.402(b)].
---------------------------------------------------------------------------

    The amendments we are adopting, as proposed, extend the liability 
protection

[[Page 39294]]

under the voluntary program to include Section 11 of the Securities 
Act.\54\ Specifically, we are amending rule 402(a) to provide that 
tagged exhibits are not deemed filed for purposes of Section 11 or 
otherwise subject to the liabilities of that section. In addition, we 
are amending rule 402(a) to state explicitly that tagged exhibits are 
not part of any registration statement to which they relate.\55\ 
Finally, the provision in the current rules that affords volunteers 
general relief from liability under the federal securities laws to the 
extent that the information in the corresponding portion of the 
official EDGAR filing was not materially false or misleading includes 
liability protections under the Securities Act, and it will apply to 
tagged documents submitted as exhibits on Form N-1A.\56\ We will 
continue to caution users on the Commission's Web site that documents 
submitted under the voluntary program should not be relied upon for 
making investment decisions, and users should continue to rely on the 
company's official filing.\57\
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    \54\ In addition, the current provisions of rule 402(a) will 
apply to tagged risk/return summary information. In particular, a 
tagged exhibit on Form N-1A will not be deemed incorporated by 
reference into another filing, regardless of whether the tagged 
exhibit is an exhibit to a document otherwise incorporated by 
reference into another filing. Rule 402(a)(2) under Regulation S-T 
[17 CFR 232.402(a)(2)]. All other liability and antifraud provisions 
of the Securities Act, Exchange Act, and Investment Company Act will 
apply. Rule 402(a)(3) under Regulation S-T [17 CFR 232.402(a)(3)]. 
For example, material misstatements or omissions in a tagged 
submission will continue to be subject to liability under Section 
10(b) [15 U.S.C. 78j(b)] and rule 10b-5 [17 CFR 240.10b-5] under the 
Exchange Act.
    \55\ Section 11 of the Securities Act applies to ``any part of 
the registration statement, when such part became effective.'' The 
Commission takes a similar approach with unofficial PDF copies 
contained in electronic submissions. See Rule 104(d) of Regulation 
S-T [17 CFR 232.104(d)]. Similar to the other protections in the 
voluntary program, Section 11 liability relief will not extend to 
the information that the official filing contains.
    \56\ Rule 402(b). We are adopting technical amendments to rule 
402(b) to replace each reference to ``Item 401'' with ``Rule 401.''
    \57\ See ``XBRL Data Submitted in the XBRL Voluntary Program on 
EDGAR'' page on the Commission Web site, available at: http://www.sec.gov/Archives/edgar/xbrl.html
.

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D. The Risk/Return Summary Taxonomy and Software Tools

    The taxonomy for tagging the risk/return summary information was 
developed by the ICI. Mutual funds will be permitted to submit 
documents containing risk/return summary information that is tagged 
using the ICI's taxonomy commencing on the effective date of the rules 
that we are adopting. In January 2007, the ICI released a draft risk/
return summary taxonomy for public review and comment.\58\ The final 
taxonomy was submitted for acknowledgement by the ICI to XBRL 
International on May 16, 2007,\59\ in accordance with XBRL 
International procedures.\60\ The taxonomy received acknowledgement in 
June 2007.\61\ The ICI also intends to seek approval of the taxonomy in 
accordance with the procedures of XBRL International, but has indicated 
that requiring the taxonomy to be approved prior to use in the 
voluntary program could introduce delay, the length of which is 
unpredictable.\62\
---------------------------------------------------------------------------

    \58\ See ICI Unveils Draft XBRL Taxonomy For Public Review, 
Investment Company Institute Press Release, Jan. 4, 2007, available 
at: http://www.ici.org/statements/nr/07_news_xbrl_txnmy.html#TopOfPage.
 See also Statements of SEC Chairman 

Christopher Cox and Division of Investment Management Director 
Andrew Donohue Regarding the Investment Company Institute's Mutual 
Fund Interactive Data Taxonomy, Securities and Exchange Commission 
Press Release, Jan. 4, 2007, available at: http://www.sec.gov/news/press/2007/2007-2.htm
.

    \59\ See Boteler Letter, supra note 16.
    \60\ XBRL US, Inc., represents the United States to XBRL 
International. XBRL US, Inc., is responsible for organizing and 
sponsoring taxonomies from the United States, including the main 
accounting standards for United States business reporting. There are 
two levels of XBRL taxonomy recognition: (1) ``acknowledgement'' is 
formal recognition that a taxonomy complies with XBRL 
specifications, including testing by a defined set of validation 
tools; and (2) ``approval'' is a formal recognition requiring more 
detailed quality assurance and testing, including compliance with 
official XBRL guidelines for the type of taxonomy under review, 
creation of a number of instance documents, and an open review 
period after acknowledgement. For more information regarding the 
XBRL taxonomy recognition process, see ``Taxonomy Recognition 
Process'' on the XBRL International Web site available at: http://www.xbrl.org/TaxonomyRecognition/
.

    \61\ The taxonomy is available on XBRL International's Web site 
at: http://www.xbrl.org/Taxonomy/ici/ici-rr-summarydocument-20070516-acknowledged.htm
.

    \62\ See letter from ICI, supra note 19. See also letter from 
Hamscher, supra note 19.
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    We have concluded that the ICI's taxonomy is sufficiently developed 
to permit its use in the voluntary program. Three commenters involved 
in the taxonomy development process stated that the risk/return summary 
taxonomy is sufficiently developed for use in the voluntary program, 
noting that the taxonomy was developed through the use of a broad 
working group that was given the opportunity to review and comment on 
the taxonomy as it was developed and that the taxonomy was subjected to 
a public review and comment period.\63\ While some commenters suggested 
changes to the taxonomy, such as reducing the number of elements in the 
taxonomy \64\ or avoiding the use of complex structures,\65\ these 
commenters did not suggest that the voluntary program should be delayed 
unless the taxonomy is modified. The ICI has considered the comments it 
received on the taxonomy, as well as the comments on the taxonomy 
submitted to the Commission, and has submitted a letter to the 
Commission's staff summarizing its response to the commenters and the 
taxonomy changes that were made.\66\ In its letter, the ICI asserts 
that the taxonomy is ready for use with the Commission's interactive 
data voluntary reporting program. In light of the ICI's consideration 
of comments related to the taxonomy, and the comments that we received 
favoring the expansion of the voluntary program to the risk/return 
summary,\67\ we have concluded that it is appropriate to permit use of 
the taxonomy in its present state of development. Further, the purpose 
of the voluntary program is to test and evaluate tagging technology, 
and, as a result, we agree with commenters' recommendations that it is 
not necessary for approval of the taxonomy to be obtained before 
permitting volunteers to submit tagged documents.
---------------------------------------------------------------------------

    \63\ See letters from Hamscher, ICI, and PWC, supra note 19.
    \64\ See letter from NewRiver, supra note 19.
    \65\ See letter from Rivet, supra note 19.
    \66\ See Boteler Letter, supra note 16.
    \67\ See letters from Confluence, Hamscher, Hoffman, ICI, 
NewRiver, PWC, and Rosenthal, supra note 19.
---------------------------------------------------------------------------

    As in the current voluntary program, filers will be permitted to 
use extensions to the risk/return summary taxonomy, which are 
additional tags created by a particular user that further refine the 
tags contained in a standard taxonomy. Some commenters supported 
permitting the use of at least some extensions with the risk/return 
summary taxonomy,\68\ but one commenter opposed the use of extensions 
to the risk/return summary taxonomy, stating that the extensions would 
introduce complexity.\69\ While we recognize that permitting the use of 
extensions to the risk/return summary taxonomy may affect the ability 
to compare or render tagged submissions, we believe that it will be 
helpful to permit extensions on an unrestricted basis at this time. 
Experimentation with extensions will permit the Commission, filers, and 
users of tagged filings to better assess the need for extensions to the 
risk/return summary taxonomy and the impact that extensions may have on 
tagged documents.
---------------------------------------------------------------------------

    \68\ See letters from ICI, PWC, and Rivet, supra note 19.
    \69\ See letter from Confluence, supra note 19.
---------------------------------------------------------------------------

    One commenter recommended that the Commission impose validity 
testing on tagged risk/return summary exhibits

[[Page 39295]]

in addition to the tests currently performed under the voluntary 
program, but we have determined not to impose additional testing at 
this time.\70\ The commenter stated that additional validity testing 
would improve the quality of tagged exhibits submitted. Currently, 
under the voluntary program, validity testing of tagged exhibits 
consists of testing for: (1) Content validation (i.e., validating for 
invalid ASCII characters); (2) document-type validation (e.g., ensuring 
that EX-100.INS documents have .xml extensions and ``XBRL tags''); and 
(3) XBRL validation (e.g., ensuring that exhibits follow appropriate 
XBRL standards and are structured according to the taxonomy). We agree 
that increased validity testing of tagged submissions might improve 
their quality. The purpose of the voluntary program, however, is to 
test the technology and the taxonomy. We, therefore, believe that it is 
premature to impose additional validity testing upon tagged risk/return 
summary documents.
---------------------------------------------------------------------------

    \70\ See comment letter from Hoffman, supra note 19.
---------------------------------------------------------------------------

    The Commission's Web site currently provides access to a prototype 
XBRL Web application that converts tagged financial information 
submitted in the voluntary program into a rendered, or human readable, 
format.\71\ At present, our Web site does not provide access to any 
rendering or analytical tools for use with tagged risk/return summary 
information. Some commenters favored a tool on the Commission's Web 
site that would render tagged risk/return summary documents.\72\ One 
commenter noted that such a tool could help both investors and mutual 
funds to better understand and explore the benefits of tagging and 
could stimulate the development of other, more sophisticated tools for 
rendering tagged data.\73\ We agree that the availability of rendering 
and analysis tools will help investors and mutual funds, as well as 
third party users, to evaluate the benefits of tagged risk/return 
summary data.
---------------------------------------------------------------------------

    \71\ See ``Interactive Financial Report Viewer--Preview 
Release'' Web page on the Commission Web site, available at: http://www.sec.gov/spotlight/xbrl/xbrlwebapp.htm
.

    \72\ See letters from Hamscher, ICI, and PWC, supra note 19.
    \73\ See letter from ICI, supra note 19.
---------------------------------------------------------------------------

    We will continue to analyze rendering and other capabilities 
specifically developed for the risk/return summary taxonomy, and we may 
add these features to our Web site in the future. The Commission also 
encourages funds and third parties to develop these tools. Users of 
EDGAR data on the Commission's Web site will be able to download the 
tagged risk/return summary information to perform their own analysis if 
they have appropriate software. Users will continue to be able to view 
the official filing in ASCII or HTML format, as they can today.

E. Effective Date

    The effective date of these amendments is August 20, 2007, in order 
to provide sufficient time to implement EDGAR system changes necessary 
to provide for risk/return summary functionality.

III. Paperwork Reduction Act

    The rule and form amendments contain ``collection of information'' 
requirements within the meaning of the Paperwork Reduction Act of 1995 
(``PRA'').\74\ Provision of information under the amendments would be 
voluntary and would not be kept confidential. An agency may not conduct 
or sponsor, and a person is not required to respond to, an information 
collection unless it displays a currently valid Office of Management 
and Budget (``OMB'') control number.
---------------------------------------------------------------------------

    \74\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

    The title for the collection of information is ``Voluntary XBRL-
Related Documents'' (OMB Control No. 3235-0611). The rule and form 
amendments expand the current interactive data voluntary reporting 
program to enable mutual funds voluntarily to submit tagged information 
contained in the risk/return summary section of their prospectuses on 
EDGAR as exhibits to Form N-1A filings. We published notice soliciting 
comments on the collection of information requirements in the release 
proposing the amendments and submitted the proposed collection of 
information to OMB for review in accordance with 44 U.S.C. 3507(d) and 
5 CFR 1320.11.\75\ OMB pre-approved these collection requirements. We 
received no comments on the collection of information requirements.
---------------------------------------------------------------------------

    \75\ See Proposing Release, supra note 6, 72 FR at 6682-83.
---------------------------------------------------------------------------

The Voluntary Program

    The amendments, which will expand the current interactive data 
voluntary reporting program to enable mutual funds voluntarily to 
submit tagged information contained in the risk/return summary section 
of their prospectuses on EDGAR as exhibits to Form N-1A filings, will 
increase the burden associated with the existing collection of 
information for Voluntary XBRL-Related Documents. The expansion of the 
voluntary program will be open to any mutual fund choosing to 
participate. We estimate that 10% of the approximately 545 fund 
complexes that have mutual funds, or 55 fund complexes, will each 
submit documents containing tagged risk/return summary information for 
one mutual fund.\76\ This estimate is higher than the number of mutual 
funds participating in the current voluntary program. However, we 
believe that additional mutual funds will participate in the expanded 
voluntary program.\77\
---------------------------------------------------------------------------

    \76\ In the case of a mutual fund with multiple series, our 
estimate treats each series as a separate mutual fund.
    \77\ The ICI is undertaking an educational effort to encourage 
mutual funds to use the risk/return summary taxonomy to tag the 
information in their EDGAR filings. ICI Details Project to Extend 
XBRL to Key Investor Information, Investment Company Institute Press 
Release, June 12, 2006, available at: http://www.ici.org/statements/nr/2006/06_news_xbrl.html#TopOfPage
.

    One commenter suggested that the Commission offer incentives to 
encourage volunteers to participate in the expanded voluntary 
program. See letter from ICI, supra note 19. Specifically, the 
commenter suggested that the Commission: (1) Offer expedited review 
of mutual fund exemptive applications; or (2) offer expedited review 
of an initial registration statement on Form N-1A or an amendment to 
a registration statement to add a new fund or series. Id. The 
Commission did not initially offer incentives for volunteers to 
submit tagged information as part of the current voluntary program. 
The Commission subsequently offered expedited review of registration 
statements and annual reports to volunteers agreeing to participate 
in a test group. See January 11 Press Release, supra note 7. 
Volunteers that participate in the test group agree to furnish 
financial data contained in their periodic and investment company 
reports in XBRL format for at least one year and provide feedback on 
their experiences. Id. At this time, we are not offering specific 
incentives to encourage volunteers to participate in the expanded 
voluntary program, however, we will continue to assess the need for 
incentives going forward.
---------------------------------------------------------------------------

    Submission of tagged risk/return summary information will not 
directly affect the burden of preparing the mutual funds' registration 
statements or the registrants' official EDGAR filings. In order to 
provide tagged risk/return summary information, a participating mutual 
fund will have to tag the risk/return summary section of its prospectus 
using the risk/return summary taxonomy and potentially develop taxonomy 
extensions and will submit an exhibit to its filing. Based on our 
previous estimates and our experience with registrants who have 
submitted tagged financial information in the current voluntary 
program, we estimate that the initial creation of tagged documents 
containing risk/return summary information will require, on average, 
approximately 110 burden hours per mutual fund,\78\ and the

[[Page 39296]]

creation of such tagged documents in subsequent years will require an 
average 10 burden hours per mutual fund.\79\ Because the PRA estimates 
represent the average burden over a three-year period, we estimate the 
average hour burden for the submission of tagged documents containing 
risk/return summary information for one mutual fund to be approximately 
43 hours.\80\
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    \78\ In the current voluntary program, we estimated that an 
initial set of submissions would require an average of 130 burden 
hours, 75% of which (or 97.5 hours) represents the internal burden 
hour estimate. See XBRL Adopting Release, supra note 12, 70 FR at 
6563; XBRL Proposing Release, supra note 12, 69 FR at 59101. Based 
upon our experience with filers who have submitted tagged financial 
information in the current voluntary program, we believe that this 
burden estimate for submitting an initial set of submissions may 
have been too high. See, e.g., Indra K. Nooyi, Chief Executive 
Officer, PepsiCo, Inc., Webcast Archive of October 3 Interactive 
Data Roundtable, Oct. 3, 2006, available at: http://www.connectlive.com/events/secinteractivedata100306/
 (initial 

submission in voluntary program required approximately 60 to 80 
total labor hours); John Stantial, Director of Financial Reporting, 
United Technologies Corporation, Transcript of June 12 Interactive 
Data Roundtable, June 12, 2006, available at: http://www.sec.gov/spotlight/xbrl/xbrlofficialtranscript0606.pdf
, at 160 (initial 

submission in voluntary program required about 80 hours of effort). 
We, therefore, estimate that the initial creation of tagged 
documents containing risk/return summary information will require, 
on average, approximately 110 burden hours per mutual fund, 75% of 
which (or 82.5 hours) represents the internal burden hour estimate. 
These estimates more closely approximate the experience of filers in 
the current voluntary program.
    \79\ In the current voluntary program, we estimated that each 
set of submissions, after the initial set, would take 10 burden 
hours. See XBRL Adopting Release, supra note 12, 70 FR at 6563; XBRL 
Proposing Release, supra note 12, 69 FR at 59101. We continue to 
believe that this estimate is appropriate.
    \80\ (110 hours in the first year + 10 hours in the second year 
+ 10 hours in the third year) / 3 years = 43 hours. While the PRA 
requires an estimate based on a hypothetical three years of 
participation, a registrant, as noted earlier, could participate in 
the expanded voluntary program by submitting tagged risk/return 
summary information over a shorter period or even just once as the 
registrant chooses.
---------------------------------------------------------------------------

    Based on the estimates of 55 participants submitting tagged 
documents containing risk/return summary information for one mutual 
fund per year and incurring 43 hours per submission, we estimate that, 
in the aggregate, the industry will incur an additional 2,365 burden 
hours associated with the amendments.\81\ We further estimate that 75% 
of this burden increase, or approximately 1,774 hours, will be borne 
internally by the mutual fund complex. We estimate that this internal 
burden increase converted to dollars will amount to approximately 
$393,828.\82\
---------------------------------------------------------------------------

    \81\ 55 documents per year x 43 hours per submission = 2,365 
hours.
    \82\ This cost increase is estimated by multiplying the increase 
in annual internal hour burden (1,774) by the estimated hourly wage 
rate of $222.00. The estimated wage figure is based on published 
rates for compliance attorneys and programmer analysts, modified to 
account for an 1800-hour work-year and multiplied by 5.35 to account 
for bonuses, firm size, employee benefits, and overhead, yielding 
effective hourly rates of $261 and $209, respectively. See 
Securities Industry Association, Report on Management & Professional 
Earnings in the Securities Industry 2006 (Sept. 2006) (``SIA 
Report''). The estimated wage rate is further based on the estimate 
that compliance attorneys would account for one quarter of the hours 
worked and programmer analysts would account for the remaining three 
quarters, resulting in a weighted wage rate of $222.00 (($261 x .25) 
+ ($209 x .75)). The wage rates used in the Proposing Release were 
based upon the Securities Industry Association, Report on Management 
& Professional Earnings in the Securities Industry 2005 (Sept. 
2005), and the total internal and external burden increases 
converted to dollars differs from the estimates in the Proposing 
Release due to changes in wage rates in the 2006 SIA Report.
---------------------------------------------------------------------------

    We also estimate that 25% of the burden, or approximately 591 
hours, will be outsourced to external professionals and consultants 
retained by the mutual fund complex at an average cost of $256.00 per 
hour for a total annual increase of approximately $151,296.\83\ In 
addition, it is our understanding that many participants will also have 
annual software licensing costs. We estimate that the cost of licensing 
software will be $333 per participant per year, for a total annual 
increase of $18,315.\84\ Altogether, the total annual increase in 
external costs related to the amendments will be $169,611.\85\
    Our cost estimates are intended to reflect both initial and ongoing 
costs over a three-year period. In calculating these costs, we have 
tried to take into account, among other things, the current state of 
reporting process automation, automation that likely will be introduced 
in connection with the initial cost incurred, and the efficiencies that 
likely will be realized over the course of three years.
---------------------------------------------------------------------------

    \83\ 591 hours x $256.00 per hour = $151,296. The estimated wage 
figure is based on published rates for attorneys and senior 
programmers, modified to account for an 1800-hour work-year and 
multiplied by 5.35 to account for bonuses, firm size, employee 
benefits, and overhead, yielding effective hourly rates of $292 and 
$244, respectively. See SIA Report, supra note 82. The estimated 
wage rate is further based on the estimate that attorneys will 
account for one quarter of the hours worked and senior programmers 
will account for the remaining three quarters, resulting in a 
weighted wage rate of $256.00 (($292 x .25) + ($244 x .75)).
    \84\ $333 per participant x 55 participants = $18,315. The 
estimated annual cost of the software comes from our previous PRA 
estimate for the current voluntary program. See XBRL Adopting 
Release, supra note 12, 70 FR at 6563 and n. 113. That estimate was 
based on our discussions with software providers and others familiar 
with XBRL. We estimated that the cost of licensing software will 
range from $200 to $3,000 each year, with the majority of companies 
licensing less complex software in the $200 to $500 range. We set 
our software cost estimate at $500, which is the highest cost for 
the simpler XBRL software license, and we assumed that the first 
year license fee will be waived (based upon our understanding that 
software providers indicated that they will provide these products 
for free in the initial stages of the voluntary program). Because 
the PRA estimates represent the average burden over a three-year 
period, we estimated the average burden for software license costs 
to be $333 per year. Id.
    \85\ This annual total consists of $151,296 in outside 
professional costs plus $18,315 in software costs.
---------------------------------------------------------------------------

Regulation S-T

    Regulation S-T (OMB Control No. 3235-0424) specifies the 
requirements that govern the electronic submission of documents. The 
amendments will revise rules under Regulation S-T, but the associated 
increase in burden is reflected in the ``Voluntary XBRL-Related 
Documents'' collection of information as described above.

IV. Cost/Benefit Analysis

    The Commission is sensitive to the costs and benefits imposed by 
its rules. The goal of the voluntary program is to increase EDGAR's 
efficiency and utility and to enhance the usefulness to investors of 
the information collected through EDGAR. In order to evaluate data 
tagging further, we are adopting amendments to extend the current 
interactive data voluntary reporting program to enable mutual funds 
voluntarily to submit tagged information contained in the risk/return 
summary section of their prospectuses on EDGAR as exhibits to Form N-1A 
filings.

A. Benefits

    We believe that tagged information may allow more efficient and 
effective retrieval, research, and analysis of company information 
through automated means. The expansion of the voluntary program will 
assist us in assessing whether using interactive data tags enhances 
users' ability to analyze and compare mutual fund risk/return summary 
information included in mutual funds' filings with the Commission. The 
expansion of the voluntary program to include narrative, non-financial 
information, such as that contained in the risk/return summary, also 
will facilitate our ability to assess further the technical 
requirements of processing tagged documents using EDGAR.
    Currently, a number of companies use computers and data entry staff 
to mine risk/return summary information provided by mutual funds on 
EDGAR in order to populate databases that are used to package 
information for sale to analysts, funds, investors, and others. 
Permitting funds to tag risk/return summary information in Commission 
filings will aid this data-mining process in that it will identify 
points of data at the source, which could reduce the cost to populate 
databases and improve the

[[Page 39297]]

accuracy of that data. Additionally, the expanded voluntary program may 
benefit funds and the public by permitting experimentation with data 
tagged using the risk/return summary taxonomy.
    In the future, the availability of potentially more accurate tagged 
information about mutual funds could also reduce the cost of research 
and analysis and create new opportunities for companies that compile, 
provide, and analyze data to produce more value added services. 
Enhanced access to tagged information also has the potential to allow 
retail investors (or financial advisers assisting such investors) to 
perform more personalized and sophisticated analyses and comparisons of 
mutual funds, which could result in investors making better informed 
investment decisions, and therefore in a more efficient distribution of 
assets by investors among different funds. This may, in turn, also 
contribute to increased competition among mutual funds and result in a 
more efficient allocation of resources among competing investment 
products. Although it is not possible to quantify precisely the 
beneficial effects of more efficient allocation of investors' assets 
and increased competition, they may be significant, given the size of 
the mutual fund industry.
    In the Proposing Release, we sought comments on our cost-benefit 
analysis,\86\ and several commenters discussed the potential benefits 
resulting from the expansion of the interactive data voluntary 
reporting program and from interactive data in general. Two commenters 
stated that interactive data will increase the accuracy of 
information.\87\ One commenter also noted the potential for increased 
timeliness of critical data that investors require to make informed 
investment decisions.\88\ Another commenter stated that a prospectus 
tagged using the risk/return summary taxonomy will allow automated, 
instantaneous extraction of every fact disclosed in the risk/return 
summary.\89\ Further, commenters stated that allowing funds to file 
tagged risk/return summary information would serve the objective of 
providing investors with more user-friendly access to key fund 
information.\90\ Commenters also noted potential cost savings of 
interactive data which would benefit investors.\91\ Finally, one 
commenter noted that the investment analysis process would become more 
efficient and effective through the increased use of automation and 
reduced human intervention that would result from the use of 
interactive data.\92\
---------------------------------------------------------------------------

    \86\ See Proposing Release, supra note 6, 72 FR at 6684.
    \87\ See letters from Confluence and Hamscher, supra note 19.
    \88\ See letter from PWC, supra note 19.
    \89\ See letter from Hamscher, supra note 19.
    \90\ See letters from ICI and PWC, supra note 19.
    \91\ See letters from Confluence and PWC, supra note 19.
    \92\ See letter from PWC, supra note 19.
---------------------------------------------------------------------------

B. Costs

    The expansion of the voluntary program will lead to some additional 
costs for funds choosing to submit tagged documents containing risk/
return summary information as exhibits to their Form N-1A filings. For 
purposes of the PRA, we estimated that the increase in annual internal 
burden hours to the industry will be 1,774 hours, which will amount to 
approximately $393,828 and that the increase in annual external costs 
will amount to approximately $169,611 for a total estimated increase of 
$563,439 on an annual basis.\93 \
---------------------------------------------------------------------------

    \93\ See supra Section III.
---------------------------------------------------------------------------

    We based these cost estimates upon, among other things, experience 
with filers who have submitted tagged financial information in the 
current voluntary program.\94\ Due to the ongoing nature of the project 
to develop the risk/return summary taxonomy, however, we have limited 
data to quantify the cost of implementing the use of interactive data 
tags applied to risk/return summary information. In the Proposing 
Release, we sought comments and supporting data on our cost estimates 
with regard to the proposed amendments.\95\ We did not receive any 
comments or supporting data specific to our cost estimates.\96\
---------------------------------------------------------------------------

    \94\ See supra note 78.
    \95\ See Proposing Release, supra note 6, 72 FR at 6684.
    \96\ One commenter noted that it is difficult to estimate the 
likely cost of participation in the voluntary program at this time 
but noted that it may wish to provide cost data to the Commission in 
the future. See letter from ICI, supra note 19.
---------------------------------------------------------------------------

    In the future, there may be additional costs to current users of 
EDGAR data. For example, companies that currently provide tagging and 
dissemination of EDGAR data may experience decreased demand for their 
services. These entities have developed certain products and services 
based on data in EDGAR; many entities disseminate, repackage, analyze, 
and sell the information. Allowing mutual funds to submit tagged risk/
return summary information, even voluntarily, may have an impact on 
entities providing EDGAR-based services and products. Because the 
Commission does not regulate all these entities, it is currently not 
feasible to accurately estimate the number or size of these potentially 
affected entities. The limited, voluntary nature of the program will 
help the Commission assess the effect, if any, on these entities. In 
addition, the availability of mutual fund tagged data on EDGAR may 
provide these companies with alternative business opportunities.

V. Promotion of Efficiency, Competition, and Capital Formation

    Section 2(c) of the Investment Company Act \97\and section 2(b) of 
the Securities Act \98\ require the Commission, when engaging in 
rulemaking that requires it to consider or determine whether an action 
is necessary or appropriate in the public interest, to consider, in 
addition to the protection of investors, whether the action will 
promote efficiency, competition, and capital formation.
---------------------------------------------------------------------------

    \97\ 15 U.S.C. 80a-2(c).
    \98\ 15 U.S.C. 77b(b).
---------------------------------------------------------------------------

    The amendments will extend the interactive data voluntary reporting 
program to enable mutual funds voluntarily to submit tagged information 
contained in the risk/return summary section of their prospectuses on 
EDGAR as exhibits to Form N-1A filings. The expansion of the voluntary 
program is intended to help us evaluate the usefulness to investors, 
third-party analysts, mutual funds, the Commission, and the marketplace 
of data tagging and, in particular, of tagging mutual fund information. 
Because compliance with the amendments will be voluntary, the 
Commission estimates that the impact of the amendments will be limited. 
However, because the tagging of risk/return summary information has the 
potential to facilitate analysis of that information, we believe that 
the amendments could promote efficiency by allowing us and others to 
gain experience with tagged mutual fund information in Commission 
filings.
    Further, tagging of the risk/return summary information has the 
potential to help streamline the delivery of mutual fund information, 
and provide investors and others with improved tools to compare funds 
based upon, among other things, costs, investment objectives, 
strategies, and risks. We believe that the potential to streamline the 
delivery of mutual fund information and to provide investors and others 
with improved mutual fund comparison tools could promote efficiency and 
competition through more efficient allocation of investments by 
investors and more efficient allocation of assets among competing 
funds. In the future,

[[Page 39298]]

companies that currently provide tagging and dissemination of EDGAR 
data may experience decreased demand for their services. The 
availability of mutual fund tagged data on EDGAR, however, may provide 
these companies with alternative business opportunities. We do not 
anticipate that the amendments will have a significant impact on 
capital formation. Finally, because the amendments are designed to 
permit mutual funds to provide information in a format that we believe 
will be more useful to investors, we believe that the amendments are 
appropriate in the public interest and for the protection of investors.
    We requested comment on whether the proposed amendments would 
promote efficiency, competition, and capital formation. We received no 
comment on this issue.

VI. Final Regulatory Flexibility Analysis

    This Final Regulatory Flexibility Analysis was prepared in 
accordance with 5 U.S.C. 604 and relates to the amendments we are 
adopting that will expand the current interactive data voluntary 
reporting program to enable mutual funds voluntarily to submit tagged 
information contained in the risk/return summary section of their 
prospectuses on EDGAR as exhibits to Form N-1A filings. An Initial 
Regulatory Flexibility Analysis (``IRFA''), which was prepared in 
accordance with the 5 U.S.C. 603, was published in the release 
proposing the amendments.

A. Need for the Amendments

    The purpose of the amendments is to help us evaluate the usefulness 
to investors, third-party analysts, mutual funds, the Commission, and 
the marketplace of data tagging and, in particular, of tagging mutual 
fund information. We believe that the expanded voluntary program will 
enable us to study further the extent to which interactive data tags 
enhance the comparability of that data, the usefulness of data tags for 
dissemination, and our staff's ability to review and assess the 
accuracy and adequacy of that data. The expanded voluntary program will 
also help us assess the effect of interactive data tags on the quality 
and transparency of risk/return summary information, as well as the 
compatibility of data tagging with the Commission's disclosure 
requirements.
    More specifically, we believe that the expanded voluntary program 
will better enable us to study the extent to which interactive data 
enhances the:
     Search capability of the EDGAR database to allow more 
efficient and effective extraction and analysis of specific data,
     Capability to perform comparisons among mutual funds, and
     Ability to perform analyses of mutual fund data and 
whether it would reduce the resources needed for data analysis.
    In addition, we believe that the expanded voluntary program will 
enhance our ability to evaluate the:
     Impact on the staff's ability to review filings on a more 
timely and efficient basis,
     Use of tagged data for risk assessment and surveillance 
procedures, and
     Compatibility of interactive data with reporting quality, 
transparency, and other Commission reporting requirements.

B. Significant Issues Raised by Public Comment

    In the IRFA for the proposed amendments, we requested comment on 
the number of small entities that would be affected by the proposed 
amendments, the existence or nature of the potential effect of the 
proposals on small entities, how to quantify the effect of the 
proposals, how different procedures could be provided for small 
entities, and we asked commenters to provide any empirical data 
supporting the extent of the impact. We received no comment letters 
specifically addressing the IRFA in the Proposing Release; however, one 
commenter suggested that the Commission could lower the barrier for 
participation for small funds by providing a ``literal'' or structured 
form using some commonly used software applications.\99\
---------------------------------------------------------------------------

    \99\ See letter from Hamscher, supra note 19.
---------------------------------------------------------------------------

C. Small Entities Subject to the Rules

    The expansion of the voluntary program may have an effect on mutual 
fund participants in the voluntary program. Under Rule 0-10 under the 
Investment Company Act, an investment company is a small entity if it, 
together with other investment companies in the same group of related 
investment companies, has net assets of $50 million or less as of the 
end of its most recent fiscal year.\100\ We estimate that there are 
approximately 131 mutual funds that meet this definition. A smaller 
subset of those issuers may voluntarily submit tagged risk/return 
summary information under the voluntary program, but, because 
submitting risk/return summary information will be voluntary, we 
anticipate that only complexes with sufficient resources will elect to 
participate. To date, no small entity mutual funds have elected to 
participate in the current voluntary program.
---------------------------------------------------------------------------

    \100\ 17 CFR 270.0-10.
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping, and Other Compliance 
Requirements

    The voluntary program is designed to assist us in assessing the 
feasibility of using interactive data on a broader basis. Experience 
with the current voluntary program indicates that the cost of 
participating in the expanded program, the associated burden on the 
EDGAR system, and the possible effect of the expanded voluntary program 
on those entities that use the EDGAR data will be minimal. 
Nevertheless, the impact of the amendments remains somewhat speculative 
at this point.
    No registrant will be required to submit tagged documents under the 
expansion of the voluntary program. The submission of tagged risk/
return summary information will require a participating mutual fund to 
tag the risk/return summary section of its prospectus using the risk/
return summary taxonomy and potentially develop extensions and to 
submit exhibits to its filing. Volunteers may also need to purchase 
software or retain a consultant to assist in tagging data. For purposes 
of the PRA, we estimated that each volunteer, including small entities, 
would incur approximately 43 burden hours and $333 in software costs 
annually.

E. Agency Action To Minimize Effect on Small Entities

    The Regulatory Flexibility Act directs us to consider significant 
alternatives that would accomplish the stated objective, while 
minimizing any significant adverse impact on small entities. The 
purpose of the amendments is to help us evaluate the usefulness to 
investors, third-party analysts, mutual funds, the Commission, and the 
marketplace of data tagging and, in particular, of tagging mutual fund 
information. Submitting documents containing tagged risk/return summary 
information is entirely voluntary. We have considered different or 
simpler procedures for small entities, including:
     The establishment of different compliance or reporting 
requirements or timetables;
     The clarification, consolidation, or simplification of the 
proposed requirements;
     The use of performance rather than design standards; and
     Exemption from coverage.

[[Page 39299]]

    For tagged data to provide benefits such as ready comparability, 
however, the data tagging system cannot have alternative procedures. 
Similarly, in order to achieve the benefits of interactive data 
tagging, use of a single data tagging technology is necessary. 
Additionally, providing structured input forms, as suggested by one 
commenter,\101\ is not appropriate at this time given the cost of 
deploying and maintaining such forms and the difficulty of permitting 
extensions to be used with a structured input form. If we determine to 
require data tagging in the future, we will look to the results of the 
voluntary program, including those of the expansion of the program to 
risk/return summary information, in considering alternatives to 
minimize any burden on small entities.
---------------------------------------------------------------------------

    \101\ See supra note 99.
---------------------------------------------------------------------------

VII. Statutory Authority

    The Commission is adopting the rule amendments outlined above under 
Sections 5, 6, 7, 10, 19(a), and 28 of the Securities Act [15 U.S.C. 
77e, 77f, 77g, 77j, 77s(a), and 77z-3] and Sections 6(c), 8, 24(a), 30, 
and 38 of the Investment Company Act [15 U.S.C. 80a-6(c), 80a-8, 80a 
24(a), 80a-29, and 80a-37].

List of Subjects

17 CFR Parts 232 and 239

    Reporting and recordkeeping requirements, Securities.

17 CFR Parts 270 and 274

    Investment Companies, Reporting and recordkeeping requirements, 
Securities.

Text of Rule and Form Amendments

0
For the reasons set forth above, the Commission amends title 17, 
Chapter II of the Code of Federal Regulations as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
1. The general authority citation for Part 232 is revised to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
2. Amend Sec.  232.401 by:
0
a. Revising the first sentence of paragraph (a);
0
b. Removing the word ``or'' at the end of paragraph (b)(1)(ii);
0
c. Removing the phrase ``(Sec.  239.15A and Sec.  274.11A of this 
chapter)'' in paragraph (b)(1)(iii);
0
d. Removing the period at the end of paragraph (b)(1)(iii) and adding 
in its place ``; or'';
0
e. Adding new paragraph (b)(1)(iv); and
0
f. Revising paragraphs (d)(1)(i) and (d)(2)(i).
    The addition and revisions read as follows:


Sec.  232.401  XBRL-Related Document submissions.

    (a) An electronic filer that participates in the voluntary XBRL 
(eXtensible Business Reporting Language) program may submit XBRL-
Related Documents (Sec.  232.11) in electronic format as an exhibit to: 
The filing (other than a Form N-1A (Sec.  239.15A and Sec.  274.11A of 
this chapter) filing) to which the XBRL Related Documents relate; an 
amendment to such filing, but, in the case of a Form N 1A filing, an 
amendment made only after the effective date of the Form N-1A filing to 
which the XBRL-Related Documents relate; or if the electronic filer is 
eligible to file a Form 8-K (Sec.  249.308 of this chapter) or a Form 
6-K (Sec.  249.306 of this chapter), a Form 8-K or a Form 6-K, as 
applicable, that references the filing to which the XBRL-Related 
Documents relate if such Form 8-K or Form 6-K is submitted no earlier 
than the date of that filing. * * *
    (b) * * *
    (1) * * *
    (iv) The risk/return summary information set forth in Items 2 and 3 
of Form N 1A provided that, in the case of a Form N 1A filing that 
includes more than one series (as that term is used in rule 18f-2(a) 
under the Investment Company Act (Sec.  270.18f 2(a) of this chapter), 
a filer may include in mandatory content complete risk/return summary 
information for any one or more of those series.
* * * * *
    (d) * * *
    (1) * * *
    (i) That the financial information contained in the XBRL-Related 
Documents is ``unaudited'' or ``unreviewed,'' as applicable (but only 
if the mandatory content contained in the XBRL-Related Documents 
contains information other than risk/return summary information 
submitted under paragraph (b)(1)(iv) of this section);
* * * * *
    (2) * * *
    (i) The exhibit index of a Form 10-K (Sec.  249.310 of this 
chapter), 10-Q (Sec.  249.308a of this chapter), 10 (Sec.  249.210 of 
this chapter), 10-SB (Sec.  249.210b of this chapter), 10-KSB (Sec.  
249.310b of this chapter), 10-QSB (Sec.  249.308b of this chapter), 20-
F or N-1A and, in the case of risk/return summary information submitted 
under paragraph (b)(1)(iv) of this section, within the XBRL-Related 
Documents as a tagged data element;
* * * * *
    3. Revise Sec.  232.402(a)(1) to read as set forth below and amend 
Sec.  232.402(b) by removing each reference to ``Item 401'' and adding 
in its place ``Rule 401''.


Sec.  232.402  Liability for XBRL-Related Documents.

    (a) * * *
    (1) Are not deemed filed for purposes of section 11 of the 
Securities Act (15 U.S.C. 77k), section 18 of the Exchange Act (15 
U.S.C. 78r), or section 34(b) of the Investment Company Act (15 U.S.C. 
80a-33(b)), or otherwise subject to the liabilities of these sections, 
and are not part of any registration statement to which they relate;
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
4. The general authority citation for Part 239 is revised to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29, 
80a-30, and 80a-37, unless otherwise noted.
* * * * *

PART 270--GENERAL RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 
1940

0
5. The authority citation for Part 270 continues to read in part as 
follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-
39, unless otherwise noted.
* * * * *

0
6. Revise Sec.  270.8b-33 to read as follows:


Sec.  270.8b-33  XBRL-Related Documents.

    A registrant that participates in the voluntary XBRL (eXtensible 
Business Reporting Language) program may submit, in electronic format 
as an exhibit to a filing on Form N-1A (Sec. Sec.  239.15A and 274.11A 
of this chapter), Form N-CSR (Sec. Sec.  249.331 and 274.128 of this 
chapter), or Form N-Q (Sec. Sec.  249.332 and 274.130 of this chapter) 
to which they relate, XBRL Related Documents (Sec.  232.11 of this 
chapter). A registrant that submits XBRL Related Documents as an 
exhibit to a form must name each XBRL Related Document

[[Page 39300]]

``EX 100'' as specified in the EDGAR Filer Manual and submit the XBRL 
Related Documents in such a manner that will permit the information for 
each series and, for any information that does not relate to all of the 
classes in a filing, each class of an investment company registrant and 
each contract of an insurance company separate account to be separately 
identified. A registrant may submit such exhibit with, or in an 
amendment to, the Form N-CSR or Form N-Q filing to which it relates, or 
in an amendment to the Form N-1A filing to which it relates, in 
accordance with rule 401 of Regulation S-T (Sec.  232.401).

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
7. The authority citation for Part 274 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.
* * * * *

0
8. Amend General Instruction B.4.(b) of Form N 1A (referenced in 
Sec. Sec.  239.15A and 274.11A) by revising ``8b-32 [17 CFR 270.8b-1--
270.8b-32]'' to read ``8b-33 [17 CFR 270.8b-1--270.8b-33]''.

    Note: The text of Form N-1A will not appear in the Code of 
Federal Regulations.


    Dated: July 11, 2007.

    By the Commission.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-13738 Filed 7-16-07; 8:45 am]

BILLING CODE 8010-01-P
