[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].
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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