

[Federal Register: August 21, 2007 (Volume 72, Number 161)]
[Rules and Regulations]               
[Page 46559-46562]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr21au07-10]                         

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8834; 34-56256; 39-2448; IC-27928]
RIN 3235-AG96

 
Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the Commission) is 
adopting revisions to the Electronic Data Gathering, Analysis, and 
Retrieval System (EDGAR) Filer Manual to reflect updates to the EDGAR 
system. Revisions are being made primarily to support the expansion of 
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 on 
Form N-1A. The EDGAR system is being upgraded to support this 
functionality on August 20, 2007.
    The filer manual is also being revised to incorporate changes in 
support of several final rules previously adopted by the Commission and 
implemented in EDGAR. Those rules include the termination of a foreign 
private issuer's registration of a class of securities under Section 
12(g) and duty to file reports under Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (``Exchange Act''); the electronic 
filing of Transfer Agent (``TA'') forms TA-1, TA-2 and TA-W; and 
revisions to the accelerated filer definition under the Exchange Act. 
Other revisions were made to allow an issuer to indicate whether it is 
subject to reporting obligations after terminating registration of a 
class of equity securities under the Exchange Act and to remove 
references to submission types N-14AE and N-14AE/A for the filing of 
Form N-14 from ``Table 3-5: Investment Company Submission Types 
Accepted by EDGAR'' of the Filer Manual.
    Revisions to the Filer Manual reflect changes within Volumes I and 
II, entitled EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 4 (August 2007) and EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 5 (August 2007) respectively. The updated manual will 
be incorporated by reference into the Code of Federal Regulations.

DATES: Effective Date: August 20, 2007. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of August 20, 2007.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 551-8800; in the Division of 
Investment Management, for questions concerning the expansion of the 
current interactive data voluntary reporting program, Alberto H. 
Zapata, Senior Counsel, or Brent J. Fields, Assistant Director, Office 
of Disclosure Regulation, at (202) 551-6784, and for

[[Page 46560]]

questions concerning investment company filings, Ruth Armfield Sanders, 
Senior Special Counsel, Office of Legal and Disclosure, at (202) 551-
6989; in the Division of Market Regulation, for questions concerning 
the electronic filing of Transfer Agent forms, Catherine Moore, Special 
Counsel, Office of Clearance and Settlement, at (202) 551-5710; and in 
the Division of Corporation Finance, for questions concerning the 
definition of accelerated filer for periodic reports, Katherine W. Hsu, 
Special Counsel, Office of Rulemaking, at (202) 551-3430 and for 
questions concerning termination of a foreign private issuer's 
registration, Elliot Staffin, Special Counsel, Office of International 
Corporate Finance, at (202) 551-3450.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual, Volumes I and II. The Filer Manual describes the technical 
formatting requirements for the preparation and submission of 
electronic filings through the EDGAR system.\1\ It also describes the 
requirements for filing using EDGARLink \2\ and the Online Forms/XML 
Web site.
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on February 6, 2006. See Release No. 33-8656 (January 
27, 2006) [71 FR 5596].
    \2\ This is the filer assistance software we provide filers 
filing on the EDGAR system.
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    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. Filers must comply 
with the applicable provisions of the Filer Manual in order to assure 
the timely acceptance and processing of filings made in electronic 
format.\3\ Filers should consult the Filer Manual in conjunction with 
our rules governing mandated electronic filing when preparing documents 
for electronic submission.\4\
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    \3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \4\ See Release Nos. 33-6977 (February 23, 1993) [58 FR 14628], 
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23, 
1993) [58 FR 14999], and 33-6980 (February 23, 1993) [58 FR 15009] 
in which we comprehensively discuss the rules we adopted to govern 
mandated electronic filing. See also Release No. 33-7122 (December 
19, 1994) [59 FR 67752], in which we made the EDGAR rules final and 
applicable to all domestic registrants; Release No. 33-7427 (July 1, 
1997) [62 FR 36450], in which we adopted minor amendments to the 
EDGAR rules; Release No. 33-7472 (October 24, 1997) [62 FR 58647], 
in which we announced that, as of January 1, 1998, we would not 
accept in paper filings that we require filers to submit 
electronically; Release No. 34-40934 (January 12, 1999) [64 FR 
2843], in which we made mandatory the electronic filing of Form 13F; 
Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we 
adopted amendments to implement the first stage of EDGAR 
modernization; Release No. 33-7855 (April 24, 2000) [65 FR 24788], 
in which we implemented EDGAR Release 7.0; Release No. 33-7999 
(August 7, 2001) [66 FR 42941], in which we implemented EDGAR 
Release 7.5; Release No. 33-8007 (September 24, 2001) [66 FR 49829], 
in which we implemented EDGAR Release 8.0; Release No. 33-8224 
(April 30, 2003) [68 FR 24345], in which we implemented EDGAR 
Release 8.5; Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 
33-8255A (September 4, 2003) [68 FR 53289] in which we implemented 
EDGAR Release 8.6; Release No. 33-8409 (April 19, 2004) [69 FR 
21954] in which we implemented EDGAR Release 8.7; Release No. 33-
8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR 
Release 8.8; Release No. 33-8528 (February 3, 2005) [70 FR 6573] in 
which we implemented EDGAR Release 8.10; Release No. 33-8573 (May 
19, 2005) [70 FR 30899] in which we implemented EDGAR Release 9.0; 
Release No. 33-8612 (September 21, 2005) [70 FR 57130] in which the 
Commission granted the authorization to publish the release adopting 
the reorganized EDGAR Filer Manual; Release No. 33-8633 (November 1, 
2005) [70 FR 67350] in which we implemented EDGAR Release 9.2; and 
Release No 33-8656 (January 27, 2006) [71 FR 5596] in which we 
implemented EDGAR Release 9.3.
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    Revisions are being made primarily to support the final rule \5\ 
adopted by the Commission 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 from Form N-1A using the mutual 
fund risk/return summary taxonomy developed by the Investment Company 
Institute (``ICI''). As with the voluntary interactive data program 
initiated by the Commission in 2005, in which companies voluntarily 
agree to furnish financial data as exhibit documents in eXtensible 
Business Reporting Language (``XBRL'') format, the risk/return summary 
data submitted by mutual funds must also be provided as exhibit 
documents in XBRL format. 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. In 
addition, the XBRL exhibit documents submitted require the use of the 
appropriate version of standard taxonomies supported by EDGAR. Those 
standard taxonomies, including the ICI's Mutual Fund Risk/Return 
Summary Taxonomy, are provided on the SEC's ``Information for EDGAR 
Filers'' webpage and include a listing of applicable XBRL schemas and 
linkbases. Core XBRL, XBRL linkbase, eXtensible Markup Language (XML), 
and XLink schemas and specifications are listed in the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing''. 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.
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    \5\ See Release No. 33-8823 (July 11, 2007) [72 FR 39290].
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    The filer manual is also being revised to incorporate changes made 
to support final rules previously adopted by the Commission and 
implemented in EDGAR. Those rules and EDGAR changes are described 
below.
     The termination of a foreign private issuer's 12(g) 
reporting obligations \6\ regarding a class of debt securities and to 
cease its duty to file reports under Section 13(a) or 15(d) of the 
Exchange Act;
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    \6\ See Release No. 34-55540 (March 27, 2007) [72 FR 16934].
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    This revision included the addition of new submission types 15F-
12B, 15F-12B/A, 15F-12G, 15F-12G/A, 15F-15D, 15F-15D/A which can be 
submitted using the EDGARLink software and Submission Template 
3.
     The electronic filing of forms \7\ TA-1, TA-2 and TA-W;
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    \7\ See Release No. 34-54864 (December 4, 2006) [71 FR 74698].
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    This revision included the addition of electronic forms for the 
filing of the registration, annual report, and withdrawal from 
registration of transfer agents. The EDGARLite application was 
introduced as the tool for filers to use in the creation of their EDGAR 
submissions. Filers download the EDGARLite package from the EDGAR 
OnlineForms/XML Web site and install it on their desktop. EDGARLite 
consists of a Commercial off the Shelf (COTS) software package, 
Microsoft InfoPath \8\ (MS InfoPath), and electronic form templates 
provided by the Commission. The forms are encoded in Extensible Markup 
Language (XML) and are submitted to EDGAR using the OnlineForms/XML Web 
site.
     Revisions to the accelerated filer definition \9\ and 
accelerated periodic report filing deadlines under the Exchange Act;
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    \8\ MS InfoPath 2003 or MS InfoPath 2007 can be used and comes 
with the Professional Enterprise Edition of Microsoft Office or can 
be purchased separately for approximately $200.
    \9\ See Release No. 33-8644 (December 21, 2005) [70 FR 76626].
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    The addition of a required ``Accelerated Filer Status'' indicator 
to EDGARLink submission headers for 10-K, 10-K/A, 10-KT, 10-KT/A, 20-F, 
and 20-F/A forms allows filers of these form types to select one of the 
following accelerated filer classification values: Large Accelerated 
Filer, Accelerated Filer, Non-accelerated Filer, and Not Applicable 
(should be used if a filer is filing an amendment to a Form 10-K or 
Form 20-F submission for a period that occurred before the accelerated 
filer

[[Page 46561]]

definition went into effect). The accelerated filer classification is 
directly related to the filer's reporting deadline as illustrated in 
the following: \10\
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    \10\ See Release No. 33-8644 (December 21, 2005) [70 FR 76626].

------------------------------------------------------------------------
                                  Revised deadlines for filing periodic
                                                 reports
       Category of filer       -----------------------------------------
                                                            Form 10-Q
                                  Form 10-K deadline        deadline
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Large Accelerated Filer         75 days for fiscal      40 days.
 ($700MM or more).               years ending before
                                 December 15, 2006 and
                                 60 days for fiscal
                                 years ending on or
                                 after December 15,
                                 2006.
Accelerated Filer ($75MM or     75 days...............  40 days.
 more and less than $700MM).
Non-accelerated Filer (less     90 days...............  45 days.
 than $75MM).
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    Additional revisions were made to permit a domestic issuer to 
indicate whether reporting obligations still exist after terminating 
registration of a class of equity securities under the Exchange Act. 
The addition of a required ``Duty to File Reports Remains'' indicator 
in EDGARLink submission headers for submission types 15-12B, 15-12B/A, 
15-12G, 15-12G/A, 15-15D and 15-15D/A allows filers of these form types 
to indicate whether it is still subject to reporting obligations under 
the Exchange Act.
    Finally, we removed from ``Table 3-5: Investment Company Submission 
Types Accepted by EDGAR'' of the Filer Manual the reference to 
submission types N-14AE and N-14AE/A for the filing of Form N-14. All 
open-end investment companies, including those filed with automatic 
effectiveness under Rule 488 (business combinations), are to use 
submission types N-14 and N-14/A for these filings.
    For the extension of 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 being implemented in EDGAR Release 9.7, 
the EDGARLink software and submission templates will not be updated. 
Notice of the new release has previously been provided on the EDGAR 
Filing Web site and on the Commission's public Web site. The discrete 
updates are reflected in the updated Filer Manual Volumes.
    Along with adoption of the Filer Manual, we are amending Rule 301 
of Regulation S-T to provide for the incorporation by reference into 
the Code of Federal Regulations of today's revisions. This 
incorporation by reference was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, 100 F Street, NE., Room 1580, Washington, DC 20549, on 
official business days between the hours of 10 a.m. and 3 p.m. We will 
post electronic format copies on the Commission's Web site; the address 
for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may 

also obtain copies from Thomson Financial, the paper document 
contractor for the Commission, at (800) 638-8241.
    Since the Filer Manual relates solely to agency procedures or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act (APA).\11\ It follows that the 
requirements of the Regulatory Flexibility Act \12\ do not apply.
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    \11\ 5 U.S.C. 553(b).
    \12\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is August 20, 2007. In accordance with the APA,\13\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The EDGAR system upgrade to 
Release 9.7 is scheduled to become available on August 20, 2007. The 
Commission believes that it is necessary to coordinate the 
effectiveness of the updated Filer Manual with the scheduled system 
upgrade.
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    \13\ 5 U.S.C. 553(d)(3).
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Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act of 1933,\14\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Exchange Act,\15\ Section 319 of the 
Trust Indenture Act of 1939,\16\ and Sections 8, 30, 31, and 38 of the 
Investment Company Act of 1940.\17\
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    \14\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \15\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \16\ 15 U.S.C. 77sss.
    \17\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendment

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is amended as follows:

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

0
1. The authority citation for part 232 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 4 (August 2007). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 5 (August 2007). Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer 
Manual, Volume III: ``N-SAR Supplement,'' Version 1 (September 2005). 
All of these provisions have been incorporated by reference into the 
Code of Federal Regulations, which action was approved by the Director 
of the

[[Page 46562]]

Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51. 
You must comply with these requirements in order for documents to be 
timely received and accepted. You can obtain paper copies of the EDGAR 
Filer Manual from the following address: Public Reference Room, U.S. 
Securities and Exchange Commission, 100 F Street, NE., Room 1580, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m., or by calling Thomson Financial at (800) 638-8241. 
Electronic copies are available on the Commission's Web site. The 
address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. 

You can also photocopy the document at the National Archives and 
Records Administration (NARA). For information on the availability of 
this material at NARA, call 202-741-6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html
.


    Dated: August 15, 2007.

    By the Commission.
Florence E. Harmon,
Deputy Secretary .
 [FR Doc. E7-16414 Filed 8-20-07; 8:45 am]

BILLING CODE 8010-01-P
