[Title 17 CFR 232]
[Code of Federal Regulations (annual edition) - April 1, 2007 Edition]
[Title 17 - COMMODITY AND SECURITIES EXCHANGES]
[Chapter II - SECURITIES AND EXCHANGE COMMISSION]
[Part 232 - REGULATION S-T_GENERAL RULES AND REGULATIONS FOR]
[From the U.S. Government Printing Office]
17COMMODITY AND SECURITIES EXCHANGES22007-04-012007-04-01falseREGULATION S-T_GENERAL RULES AND REGULATIONS FOR232PART 232COMMODITY AND SECURITIES EXCHANGESSECURITIES AND EXCHANGE COMMISSION
PART 232_REGULATION S-T_GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS--Table of Contents
General
Sec.
232.10 Application of part 232.
232.11 Definitions of terms used in part 232.
232.12 Business hours of the Commission.
232.13 Date of filing; adjustment of filing date.
232.14 Paper filings not accepted without exemption.
Electronic Filing Requirements
232.100 Persons and entities subject to mandated electronic filing.
232.101 Mandated electronic submissions and exceptions.
232.102 Exhibits.
[[Page 754]]
232.103 Liability for transmission errors or omissions in documents
filed via EDGAR.
232.104 Unofficial PDF copies included in an electronic submission.
232.105 Limitation on use of HTML documents and hypertext links.
232.106 Prohibition against electronic submissions containing executable
code.
Hardship Exemptions
232.201 Temporary hardship exemption.
232.202 Continuing hardship exemption.
Preparation of Electronic Submissions
232.301 EDGAR Filer Manual.
232.302 Signatures.
232.303 Incorporation by reference.
232.304 Graphic, image, audio and video material.
232.305 Number of characters per line; tabular and columnar information.
232.306 Foreign language documents and symbols.
232.307 Bold face type.
232.308 Type size and font; legibility.
232.309 Paper size; binding; sequential numbering; number of copies.
232.310 Marking changed material.
232.311 Documents submitted in paper under cover of Form SE.
232.312 Accommodation for certain information in filings with respect to
asset-backed securities.
232.313 Identification of investment company type and series and/or
class (or contract).
XBRL-Related Documents
232.401 XBRL-Related Document submissions.
232.402 Liability for XBRL-Related Documents.
EDGAR Functions
232.501 Modular submissions and segmented filings.
Foreign Private Issuers and Foreign Governments
232.600-232.903 [Reserved]
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b),
78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 80a-8, 80a-29, 80a-30, 80a-37,
and 7201 et seq.; and 18 U.S.C. 1350.
Section 232.302 is also issued under secs. 3(a) and 302, Pub.L. No.
107-204, 116 Stat. 745.
Source: 58 FR 14670, Mar. 18, 1993, unless otherwise noted.
General
Sec. 232.10 Application of part 232.
(a) This part, in conjunction with the EDGAR Filer Manual and the
electronic filing provisions of applicable rules, regulations and forms,
shall govern the electronic submission of documents filed or otherwise
submitted to the Commission and shall be controlling for an electronic
format document in the manner and respects provided in this part.
(b) Each registrant, third party filer, or agent to whom the
Commission previously has not assigned a Central Index Key (CIK) code,
must, before filing on EDGAR:
(1) File electronically a Form ID (Sec. Sec. 239.63, 249.446,
259.602, 269.7 and 274.402 of this chapter), the uniform application for
access codes to file on EDGAR, and
(2) File in paper by fax, within two business days before or after
electronically filing the Form ID, a notarized document, manually signed
by the applicant over the applicant's typed signature, that includes the
information contained in the Form ID, confirms the authenticity of the
Form ID and, if filed after electronically filing the Form ID, includes
the accession number assigned to the electronically filed Form ID as a
result of its filing.
Note: The Commission strongly urges any person or entity about to
become subject to the disclosure and filing requirements of the federal
securities laws to submit a Form ID well in advance of the first
required filing, including a registration statement relating to an
initial public offering, in order to facilitate electronic filing on a
timely basis.
[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8, 1997; 64
FR 27894, May 21, 1999; 69 FR 22709, Apr. 26, 2004]
Sec. 232.11 Definition of terms used in part 232.
Unless otherwise specifically provided, the terms used in Regulation
S-T (part 232 of this chapter) have the same meanings as in the federal
securities laws and the rules, regulations and forms promulgated
thereunder. In addition, the following definitions of terms apply
specifically to electronic format documents and shall apply wherever
they appear in laws, rules, regulations
[[Page 755]]
and forms governing such documents, unless the context otherwise
specifies:
Animated graphics. The term animated graphics means text or images
that do not remain static but that may move when viewed in a browser.
ASCII document. The term ASCII document means an electronic text
document with contents limited to American Standard Code for Information
Interchange (ASCII) characters and that is tagged with Standard
Generalized Mark Up Language (SGML) tags in the format required for
ASCII/SGML documents by the EDGAR Filer Manual.
Business development company. The term business development company
has the meaning set forth in section 2(a)(48) of the Investment Company
Act.
Direct transmission. The term direct transmission means the
transmission of one or more electronic submissions via a telephonic
communication session.
Disruptive code. The term disruptive code means any active content
or other executable code, or any program or set of electronic computer
instructions inserted into a computer, operating system, or program that
replicates itself or that actually or potentially modifies or in any way
alters, damages, destroys or disrupts the file content or the operation
of any computer, computer file, computer database, computer system,
computer network or software, and as otherwise set forth in the EDGAR
Filer Manual.
EDGAR. The term EDGAR (Electronic Data Gathering, Analysis, and
Retrieval) means the computer system for the receipt, acceptance, review
and dissemination of documents submitted in electronic format.
EDGAR Filer Manual. The term EDGAR Filer Manual means the current
version of the manual prepared by the Commission setting out the
technical format requirements for an electronic submission.
Note: See Rule 301 of Regulation S-T (Sec. 232.301).
Electronic document. The term electronic document means the portion
of an electronic submission separately tagged as an individual document
in the format required by the EDGAR Filer Manual.
Electronic filer. The term electronic filer means a person or an
entity that submits filings electronically pursuant to Rules 100 and 101
of Regulation S-T (Sec. Sec. 232.100 and 232.101, respectively).
Electronic filing. The term electronic filing means one or more
electronic documents filed under the federal securities laws that are
transmitted or delivered to the Commission in electronic format.
Electronic format. The term electronic format means the computerized
format of a document prepared in accordance with the EDGAR Filer Manual.
Electronic submission. The term electronic submission means any
document, such as a filing, correspondence, or modular submission, or
any discrete set of documents, transmitted or delivered to the
Commission in electronic format.
Exchange Act. The term Exchange Act means the Securities Exchange
Act of 1934.
Executable code. The term executable code means instructions to a
computer to carry out operations that use features beyond the viewer's,
reader's, or Internet browser's native ability to interpret and display
HTML, PDF, and static graphic files. Such code may be in binary (machine
language) or in script form. Executable code includes disruptive code.
Header information. The term header information means information
designated by the EDGAR Filer Manual to precede the text of each
electronic submission and document submitted therewith via EDGAR that
identifies characteristics of the submission and documents in order to
facilitate electronic processing by the EDGAR system.
HTML document. The term HTML document means an electronic text
document tagged with HyperText Markup Language tags in the format
required by the EDGAR Filer Manual.
Hypertext links or hyperlinks. The term hypertext links or
hyperlinks means the representation of an Internet address in a form
that an Internet browser application can recognize as an Internet
address.
[[Page 756]]
Investment Company Act. The term Investment Company Act means the
Investment Company Act of 1940.
Modular submission. The term modular submission means an electronic
submission that contains one or more documents, or portions of a
document, submitted for storage in the non-public EDGAR data storage
area for purposes of subsequent inclusion in one or more electronic
filings pursuant to Rule 501(a) of Regulation S-T (Sec. 232.501(a)).
Official filing. The term official filing means any filing that is
received and accepted by the Commission, regardless of filing medium and
exclusive of header information, tags and any other technical
information required in an electronic filing; except that electronic
identification of investment company type and inclusion of identifiers
for series and class (or contract, in the case of separate accounts of
insurance companies) as required by rule 313 of Regulation S-T (Sec.
232.313) are deemed part of the official filing.
Original. The term original, when used or implied in the securities
laws, rules, regulations or forms, includes the writing itself or any
counterpart intended to have the same effect by a person executing or
issuing it. If data are stored in a computer or similar device, any
printout or other output readable by sight, shown to reflect the data
accurately, is an original.
Paper format. The term paper format means a paper document.
Public Utility Act. The term Public Utility Act means the Public
Utility Holding Company Act of 1935.
Registrant. The term registrant means an issuer of securities for
which a Securities Act registration statement is required to be filed
and/or an issuer of securities with respect to which an Exchange Act
registration statement or report is required to be filed and/or an
investment company required to file an Investment Company Act
registration statement or report.
Securities Act. The term Securities Act means the Securities Act of
1933.
Segmented Filing. The term segmented filing means an electronic
format document assembled from segments previously submitted to the non-
public EDGAR data storage for one-time inclusion in an electronic filing
pursuant to Rule 501(b) of Regulation S-T (Sec. 232.501(b)).
Tag. The term tag means an identifier that highlights specific
information to EDGAR that is in the format required by the EDGAR Filer
Manual.
Third party filer. The term third party filer means any person or
entity that files documents with the Commission with respect to another
entity.
Trust Indenture Act. The term Trust Indenture Act means the Trust
Indenture Act of 1939.
Unofficial PDF copy. The term unofficial PDF copy means an optional
copy of an electronic document that may be included in an EDGAR
submission tagged as a Portable Document Format document in the format
required by the EDGAR Filer Manual and submitted in accordance with Rule
104 of Regulation S-T (Sec. 232.104).
XBRL-Related Documents. The term XBRL-Related Documents means
documents related to presenting information in eXtensible Business
Reporting Language that are part of a voluntary submission in electronic
format in accordance with Sec. 232.401.
[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8, 1997; 64
FR 27894, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 70 FR 6571, Feb. 8,
2005; 70 FR 43569, July 27, 2005]
Sec. 232.12 Business hours of the Commission.
(a) General. The principal office of the Commission, at 450 Fifth
Street, NW., Washington, DC 20549, is open each day, except Saturdays,
Sundays, and federal holidays, from 9 a.m. to 5:30 p.m., Eastern
Standard Time or Eastern Daylight Saving Time, whichever is currently in
effect, provided that hours for the filing of documents pursuant to the
Acts or the rules and regulations thereunder are as set forth in
paragraphs (b) and (c) of this section.
(b) Submissions made in paper. Filers may submit paper documents
filed with or otherwise furnished to the Commission each day, except
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m.,
Eastern Standard Time or Eastern Daylight Saving Time, whichever is
currently in effect.
(c) Submissions by direct transmission. Electronic filings and other
documents
[[Page 757]]
may be submitted by direct transmission, via dial-up modem or Internet,
to the Commission each day, except Saturdays, Sundays and federal
holidays, from 8 a.m. to 10 p.m., Eastern Standard Time or Eastern
Daylight Saving Time, whichever is currently in effect.
[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at
59 FR 67761, Dec. 30, 1994; 65 FR 24800, Apr. 27, 2000; 65 FR 24800,
Apr. 27, 2000; 68 FR 25799, May 13, 2003]
Sec. 232.13 Date of filing; adjustment of filing date.
(a) General. (1) Except as provided in paragraph (b) of this
section, the business day on which a filing is received by the
Commission shall be the date of filing thereof, if:
(i) All requirements of the Acts and rules applicable to such filing
have been complied with;
(ii) The filing conforms to the applicable technical standards
regarding electronic format in the EDGAR Filer Manual; and
(iii) With respect to Securities Act filings, including filings
under section 24(f) of the Investment Company Act (15 U.S.C. 80a-24(f)),
the required fee payment has been confirmed, provided that the failure
to pay an insignificant amount of the fee at the time of the filing, as
a result of a bona fide error, shall not affect the date of filing.
(2) If the conditions of paragraph (a)(1) of this section are
otherwise satisfied, all filings submitted by direct transmission
commencing on or before 5:30 p.m. Eastern Standard Time or Eastern
Daylight Saving Time, whichever is currently in effect, shall be deemed
filed on the same business day, and all filings submitted by direct
transmission commencing after 5:30 p.m. Eastern Standard Time or Eastern
Daylight Saving Time, whichever is currently in effect, shall be deemed
filed as of the next business day.
(3) Notwithstanding paragraph (a)(2) of this section, any
registration statement or any post-effective amendment thereto filed
pursuant to Rule 462(b) (Sec. 230.462(b) of this chapter) by direct
transmission commending on or before 10 p.m. Eastern Standard Time or
Eastern Daylight Savings Time, whichever is currently in effect, shall
be deemed filed on the same business day.
(4) Notwithstanding paragraph (a)(2) of this section, a Form 3, 4 or
5 (Sec. Sec. 249.103, 249.104 and 249.105 of this chapter) submitted by
direct transmission on or before 10 p.m. Eastern Standard Time or
Eastern Daylight Saving Time, whichever is currently in effect, shall be
deemed filed on the same business day.
Note: Electronic filings that have an automatic or immediate
effective date must be deemed filed, as provided in paragraph (a) of
this section, before any waiting period for automatic effectiveness
commences or before the filing becomes immediately effective, whichever
applies.
(b) Adjustment of the filing date. If an electronic filer in good
faith attempts to file a document with the Commission in a timely manner
but the filing is delayed due to technical difficulties beyond the
electronic filer's control, the electronic filer may request an
adjustment of the filing date of such document. The Commission, or the
staff acting pursuant to delegated authority, may grant the request if
it appears that such adjustment is appropriate and consistent with the
public interest and the protection of investors.
(c) Payment of fees. Fees required with respect to a filing that is
submitted electronically shall be paid in accordance with the procedures
set forth in Instructions for Filing Fees--Rule 3a of the Commission's
Informal and Other Procedures (Sec. 202.3a of this chapter).
Note: All filing fees paid by electronic filers must be submitted to
the lockbox depository, as provided in Rule 3a, including those
pertaining to documents filed in paper pursuant to a hardship exemption.
(d) Where the Commission's rules, schedules and forms provide that a
document must be filed on the same day it is published, furnished, sent
or given to security holders or others, an electronic filer may file the
document with the Commission electronically before or on the date the
document is published, furnished, sent or given, or if such publication
or distribution does not occur during the official business hours of the
Commission, as soon as practicable on the next business day. Any
associated time periods shall be
[[Page 758]]
calculated on the basis of the publication or distribution date (as
applicable), and not on the basis of the date of filing.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67761, Dec. 30, 1994;
60 FR 26618, May 17, 1995; 62 FR 47938, Sept. 12, 1997; 64 FR 61451,
Nov. 10, 1999; 68 FR 25799, May 13, 2003]
Sec. 232.14 Paper filings not accepted without exemption.
The Commission will not accept in paper format any filing required
to be submitted electronically under Rules 100 and 101 of Regulation S-T
(Sec. Sec. 232.100 and 232.101 respectively), unless the filing
satisfies the requirements for a temporary or continuing hardship
exemption under Rule 201 or 202 of Regulation S-T (Sec. Sec. 232.201 or
232.202 respectively).
[62 FR 58649, Oct. 30, 1997]
Electronic Filing Requirements
Sec. 232.100 Persons and entities subject to mandated electronic filing.
The following persons or entities shall be subject to the electronic
filing requirements of this part 232:
(a) Registrants whose filings are subject to review by the Division
of Corporation Finance;
(b) Registrants whose filings are subject to review by the Division
of Investment Management; and
(c) Any party (including natural persons) that files a document
jointly with, or as a third party filer with respect to, a registrant
that is subject to mandated electronic filing requirements.
[62 FR 36456, July 8, 1997, as amended at 67 FR 36699, May 24, 2002]
Effective Date Note: At 72 FR 14417, Mar. 28, 2007, Sec. 232.100
was amended by removing the word ``and'' at the end of paragraph (b),
redesignating paragraph (c) as paragraph (d), adding new paragraph (c),
and revising the term ``registrant'' in newly redesignated paragraph (d)
to read ``person or entity'', effective Apr. 27, 2007. For the
convenience of the user, the added text is set forth as follows:
Sec. 232.100 Persons and entities subject to mandated electronic
filing.
* * * * *
(c) Persons or entities whose filings are subject to review by the
Division of Market Regulation; and
* * * * *
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) Mandated electronic submissions. (1) The following filings,
including any related correspondence and supplemental information,
except as otherwise provided, shall be submitted in electronic format:
(i) Registration statements and prospectuses filed pursuant to the
Securities Act (15 U.S.C. 77a, et seq.) or registration statements filed
pursuant to Sections 12(b) or 12(g) of the Exchange Act (15 U.S.C.
78l(b) or (g));
(ii) Statements and applications filed with the Commission pursuant
to the Trust Indenture Act (15 U.S.C. 77aaa et seq.), other than
applications for exemptive relief filed pursuant to section 304 (15
U.S.C. 77ddd) and section 310 (15 U.S.C. 77jjj) of that Act;
(iii) Statements, reports and schedules filed with the Commission
pursuant to sections 13, 14, 15(d) or 16(a) of the Exchange Act (15
U.S.C. 78m, 78n, 78o(d) and 78p(a)), and proxy materials required to be
furnished for the information of the Commission in connection with
annual reports on Form 10-K (Sec. 249.310 of this chapter), or Form 10-
KSB (Sec. 249.310b of this chapter) filed pursuant to section 15(d) of
the Exchange Act;
Note 1. Electronic filers filing Schedules 13D and 13G with respect
to foreign private issuers should include in the submission header all
zeroes (i.e., 00-0000000) for the IRS tax identification number because
the EDGAR system requires an IRS number tag to be inserted for the
subject company as a prerequisite to acceptance of the filing.
Note 2. Foreign private issuers must file or submit their Form 6-K
reports (Sec. 249.306 of this chapter) in electronic format, except as
otherwise permitted by paragraphs (b)(1) and (b)(7) of this section.
(iv) Documents filed with the Commission pursuant to sections 8, 17,
20, 23(c), 24(b), 24(e), 24(f), and 30 of the Investment Company Act (15
U.S.C. 80a-8, 80a-17, 80a-20, 80a-23(c), 80a-24(b), 80a-24(e), 80a-
24(f), and 80a-29); provided, however that submissions under section
6(c) of that Act (15 U.S.C. 80a-
[[Page 759]]
6(c)) and documents related to applications for exemptive relief under
any section of that Act, shall not be made in electronic format;
(v) Documents filed with the Commission pursuant to the Public
Utility Act (15 U.S.C. 79a et seq.);
(vi) Form CB (Sec. Sec. 239.800 and 249.480 of this chapter) filed
or submitted under Sec. 230.801 or 230.802 of this chapter or Sec.
240.13e-4(h)(8), 240.14d-1(c), or 240.14e-2(d) of this chapter if the
party filing or submitting the Form CB is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m
or 78o(d));
(vii) Form F-X (Sec. 239.42 of this chapter) except as otherwise
provided by Sec. 232.101(b)(9);
(viii) Form F-N (Sec. 239.43 of this chapter) filed by foreign
banks and insurance companies and certain of their holding companies and
finance subsidiaries under Sec. 230.489 of this chapter;
(ix) Form ID (Sec. Sec. 239.63, 249.446, 259.602, 269.7 and 274.402
of this chapter), except that the authenticating document required by
Rule 10(b) of Regulation S-T (Sec. 232.10(b)) shall not be filed in
electronic format, and related correspondence and supplemental
information submitted after filing Form ID shall not be submitted in
electronic format;
(x) Form 19b-4 (Sec. 249.819 of this chapter);
(xi) Form 25 (Sec. 249.25 of this chapter); and
(xii) Form TA-1 (Sec. 249.100 of this chapter), Form TA-2 (Sec.
249.102 of this chapter), and Form TA-W (Sec. 249.101 of this chapter).
(2) The following amendments to filings, including any related
correspondence and supplemental information except as otherwise
provided, shall be submitted as follows:
(i) Any amendment to a filing by or relating to a registrant
required to file electronically, including any amendment to a paper
filing, shall be submitted in electronic format;
(ii) The first electronic amendment to a paper format Schedule 13D
(Sec. 240.13d-101 of this chapter) or Schedule 13G (Sec. 240.13d-102
of this chapter), shall restate the entire text of the Schedule 13D or
13G, but previously filed paper exhibits to such Schedules are not
required to be restated electronically. See Rule 102 (Sec. 232.102)
regarding amendments to exhibits previously filed in paper format.
Notwithstanding the foregoing, if the sole purpose of filing the first
electronic Schedule 13D or 13G amendment is to report a change in
beneficial ownership that would terminate the filer's obligation to
report, the amendment need not include a restatement of the entire text
of the Schedule being amended.
(3) Supplemental information shall be submitted in electronic format
except as provided in paragraph (c)(2) of this section. The information
shall be stored in the non-public EDGAR data storage area as
correspondence. Supplemental information that is submitted in electronic
format shall not be returned.
Note: Failure to submit a required electronic filing pursuant to
this paragraph (a), as well as any required confirming electronic copy
of a paper filing made in reliance on a hardship exemption, as provided
in Rules 201 and 202 of Regulation S-T (Sec. Sec. 232.201 and 232.202),
will result in ineligibility to use Forms S-2, S-3, S-8, F-2 and F-3
(see Sec. Sec. 239.12, 239.13, 239.16b, 239.32 and 239.33 of this
chapter, respectively), restrict incorporation by reference of the
document submitted in paper (see Rule 303 of Regulation S-T (Sec.
232.303)), or toll certain time periods associated with tender offers
(see Rule 13e-4(f)(12) (Sec. 240.13e-4(f)(12) of this chapter) and Rule
14e-1(e) (Sec. 240.14e-1(e) of this chapter)).
(b) Permitted electronic submissions. The following documents may be
submitted to the Commission in electronic format, at the option of the
electronic filer:
(1) Annual reports to security holders furnished for the information
of the Commission under Sec. 240.14a-3(c) of this chapter or Sec.
240.14c-3(b) of this chapter, under the requirements of Form 10-K or
Form 10-KSB (Sec. Sec. 249.310 or 249.310b of this chapter) filed by
registrants under Exchange Act Section 15(d) (15 U.S.C. 78o(d)), or by
foreign private issuers filed on Form 6-K (Sec. 249.306 of this
chapter) under Sec. 240.13a-16 of this chapter or Sec. 240.15d-16 of
this chapter;
(2) Notices of exempt solicitation furnished for the information of
the Commission pursuant to Rule 14a-6(g) (Sec. 240.14a-6(g) of this
chapter) and notices of exempt preliminary roll-up communications
furnished for the information of the Commission pursuant
[[Page 760]]
to Rule 14a-6(n) (Sec. 240.14a-6(n) of this chapter);
(3) Form 11-K (Sec. 249.311 of this chapter). Registrants who
satisfy their Form 11-K filing obligations by filing amendments to Forms
10-K or 10-KSB, as provided by Rule 15d-21 (Sec. 240.15d-21 of this
chapter), also may choose to file such amendments in paper or electronic
format;
(4) Form 144 (Sec. 239.144 of this chapter), where the issuer of
the securities is subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), respectively);
(5) Periodic reports and reports with respect to distributions of
primary obligations filed by:
(i) The International Bank for Reconstruction and Development under
Section 15(a) of the Bretton Woods Agreements Act (22 U.S.C. 286k-1(a))
and Part 285 of this chapter;
(ii) The Inter-American Development Bank under Section 11(a) of the
Inter-American Development Bank Act (22 U.S.C. 283h(a)) and Part 286 of
this chapter;
(iii) The Asian Development Bank under Section 11(a) of the Asian
Development Bank Act (22 U.S.C. 285h(a)) and Part 287 of this chapter;
(iv) The African Development Bank under Section 9(a) of the African
Development Bank Act (22 U.S.C. 290i-9(a)) and Part 288 of this chapter;
(v) The International Finance Corporation under Section 13(a) of the
International Finance Corporation Act (22 U.S.C. 282k(a)) and Part 289
of this chapter; and
(vi) The European Bank for Reconstruction and Development under
Section 9(a) of the European Bank for Reconstruction and Development Act
(22 U.S.C. 290l-7(a)) and Part 290 of this chapter;
(6) A report or other document submitted by a foreign private issuer
under cover of Form 6-K (Sec. 249.306 of this chapter) that the issuer
must furnish and make public under the laws of the jurisdiction in which
the issuer is incorporated, domiciled or legally organized (the foreign
private issuer's ``home country''), or under the rules of the home
country exchange on which the issuer's securities are traded, as long as
the report or other document is not a press release, is not required to
be and has not been distributed to the issuer's security holders, and,
if discussing a material event, has already been the subject of a Form
6-K or other Commission filing or submission on EDGAR;
(7) Form CB (Sec. Sec. 239.800 and 249.480 of this chapter) if the
party filing or submitting the Form CB is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m
or 78o(d));
(8) Form F-X (Sec. 239.42 of this chapter) if:
(i) The party filing or submitting a Form CB (Sec. Sec. 239.800 and
249.480 of this chapter) is not subject to the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 15
U.S.C. 78o(d)); or
(ii) Filed by a Canadian issuer when qualifying an offering
statement pursuant to the provisions of Regulation A (Sec. Sec.
230.251-230.263 of this chapter); and
(9) Documents filed with the Commission pursuant to section 33 of
the Investment Company Act (15 U.S.C. 80a-32).
(c) Documents to be submitted in paper only. The following shall not
be submitted in electronic format:
(1)(i) Confidential treatment requests and the information with
respect to which confidential treatment is requested;
(ii) Preliminary proxy materials and information statements with
respect to a matter specified in Item 14 of Schedule 14A (Sec. 240.14a-
101 of this chapter) for which confidential treatment has been requested
in the manner prescribed by Rule 14a-6(e)(2) (Sec. 240.14a-6(e)(2) of
this chapter) or Rule 14c-5(d)(2) (Sec. 240.14c-5(d)(2) of this
chapter);
(2) Supplemental information, if the submitter requests that the
information be protected from public disclosure under the Freedom of
Information Act (5 U.S.C. 552) pursuant to a request for confidential
treatment under Rule 83 (Sec. 200.83 of this chapter) or if the
submitter requests that the information be returned after staff review
and the information is of the type typically returned by the staff
pursuant to Rule 418(b) of Regulation C (Sec. 230.418(b) of
[[Page 761]]
this chapter) or Rule 12b-4 of Regulation 12B (Sec. 240.12b-4 of this
chapter);
(3) Shareholder proposals and all related correspondence submitted
pursuant to Rule 14a-8 of the Exchange Act (Sec. 240.14a-8 of this
chapter);
(4) No-action and interpretive letter requests (Sec. 200.81 of this
chapter and 15 U.S.C. 78l(h));
(5) Applications for exemptive relief filed pursuant to Sections 304
and 310 of the Trust Indenture Act;
(6) Filings relating to offerings exempt from registration under the
Securities Act, including filings made pursuant to Regulation A
(Sec. Sec. 230.251-230.263 of this chapter), Regulation D (Sec. Sec.
230.501-230.506 of this chapter) and Regulation E (Sec. Sec. 230.601-
230.610a of this chapter), as well as filings on Form 144 (Sec. 239.144
of this chapter) where the issuer of the securities is not subject to
the reporting requirements of section 13 or 15(d) of the Exchange Act
(15 U.S.C. 78m or 78o(d), respectively);
(7) Promotional and sales material submitted pursuant to Securities
Act Industry Guide 5 (Sec. 229.801(e) of this chapter) or otherwise
supplementally furnished for review by the staff of the Division of
Corporation Finance;
(8) Documents and symbols in a foreign language (see Rule 306 of
Regulation S-T (Sec. 232.306));
(9) Exchange Act filings submitted to the Division of Market
Regulation, except for Form 19b-4 (Sec. 249.819 of this chapter);
(10) Documents relating to investigations and litigation submitted
pursuant to the Subpart D of Part 201 of this chapter;
(11) Submissions under Sections 6(c), 17(g), and 33 of the
Investment Company Act (15 U.S.C. 80a-6(c), 80a-17(g), and 80a-32) and
documents related to applications for exemptive relief under any section
of the Act;
(12) Annual Reports to Security Holders furnished by Public Utility
Holding Companies under Exhibit A to Form U5S (Sec. 259.5s of this
chapter) or under rule 29 (Sec. 250.29 of this chapter);
(13) Reports to State Commissions, if furnished by Public Utility
Holding Companies under Exhibit E to Form U5S (Sec. 259.5s of this
chapter);
(14) Maps furnished by Public Utility Holding Companies under
Exhibits E to Forms U5B and U-1 (Sec. Sec. 259.5b and 259.101 of this
chapter);
(15) Annual reports filed with the Commission by indenture trustees
pursuant to Section 313 of the Trust Indenture Act (15 U.S.C. 77mmm);
and
(16) Applications for an exemption from Exchange Act reporting
obligations filed pursuant to Section 12(h) of the Exchange Act (15
U.S.C. 78l(h)).
[58 FR 14670, Mar. 18, 1993; 58 FR 26383, May 3, 1993, as amended at 59
FR 67761, Dec. 30, 1994; 60 FR 32824, June 23, 1995; 60 FR 57684, Nov.
17, 1995; 61 FR 67202, Dec. 20, 1996; 62 FR 36456, July 8, 1997; 62 FR
39763, July 24, 1997; 64 FR 2849, Jan. 19, 1999; 64 FR 19471, Apr. 21,
1999; 64 FR 27894, May 21, 1999; 67 FR 36699, May 24, 2002; 68 FR 25799,
June 30, 2003; 69 FR 22709, Apr. 26, 2004; 69 FR 60299, Oct. 8, 2004; 70
FR 42467, July 22, 2005; 70 FR 43569, July 27, 2005; 71 FR 7679, Feb.
14, 2006; 71 FR 74708, Dec. 12, 2006]
Effective Date Note: At 72 FR 14417, Mar. 28, 2007, Sec. 232.101
was amended by removing paragraph (a)(1)(x), redesignating paragraphs
(a)(1)(xi) and (a)(1)(xii) as paragraphs (a)(1)(x) and (a)(1)(xi); and
revising paragraph (c)(9), effective Apr. 27, 2007. For the convenience
of the user, the revised text is set forth as follows:
Sec. 232.101 Mandated electronic submissions and exceptions.
* * * * *
(c) * * *
(9) Exchange Act filings submitted to the Division of Market
Regulation other than those that are submitted in electronic format as
mandated or permitted electronic submissions under paragraph (a) and (b)
of this section or that are submitted electronically in a filing system
other than EDGAR.
* * * * *
Sec. 232.102 Exhibits.
(a) Exhibits to an electronic filing that have not previously been
filed with the Commission shall be filed in electronic format, absent a
hardship exemption. Previously filed exhibits, whether in paper or
electronic format, may be incorporated by reference into an electronic
filing to the extent permitted by Sec. 228.10(f) and Sec. 229.10(d) of
this chapter, Rule 411 under the Securities Act (Sec. 230.411 of this
chapter), Rule 12b-23 or 12b-32 under the Exchange Act (Sec. 240.12b-23
or Sec. 240.12b-32 of this
[[Page 762]]
chapter), Rule 22 under the Public Utility Holding Company Act (Sec.
250.22 of this chapter), Rules 0-4, 8b-23, and 8b-32 under the
Investment Company Act (Sec. 270.0-4, Sec. 270.8b-23 and Sec. 270.8b-
32 of this chapter) and Rule 303 of Regulation S-T (Sec. 232.303). An
electronic filer may, at its option, restate in electronic format an
exhibit incorporated by reference that originally was filed in paper
format.
Note to paragraph (a): Exhibits to a Commission schedule filed
pursuant to Section 13 or 14(d) of the Exchange Act may be filed in
paper under cover of Form SE where such exhibits previously were filed
in paper (prior to a registrant's becoming subject to mandated
electronic filing or pursuant to a hardship exemption) and are required
to be refiled pursuant to the schedule's general instructions. See Rule
311(b) of Regulation S-T (17 CFR 232.311(b)).
(b) Amendments to all exhibits shall be filed in electronic format,
absent a hardship exemption.
(c) Notwithstanding any other provision of this section, an
electronic filer shall, upon amendment, restate in electronic format its
articles of incorporation, by-laws or investment advisory agreement (in
the case of a registered investment company or a business development
company).
(d) Each electronic filing requiring exhibits must include an
exhibit index which must immediately precede the exhibits filed with the
document. The index must list each exhibit filed, whether filed
electronically or in paper. Whenever a filer files an exhibit in paper
pursuant to a temporary or continuing hardship exemption (Sec. 232.201
or Sec. 232.202) or pursuant to Sec. 232.311, the filer must place the
letter ``P'' next to the listed exhibit in the exhibit index of the
electronic filing to reflect the fact that the filer filed the exhibit
in paper. In addition, if the exhibit is filed in paper pursuant to
Sec. 232.311, the filer must place the designation ``Rule 311'' next to
the letter ``P'' in the exhibit index. If the exhibit is filed in paper
pursuant to a temporary or continuing hardship exemption, the filer must
place the letters ``TH'' or ``CH,'' respectively, next to the letter
``P'' in the exhibit index. Whenever an electronic confirming copy of an
exhibit is filed pursuant to a hardship exemption (Sec. 232.201 or
Sec. 232.202(d)), the exhibit index should specify where the confirming
electronic copy can be located; in addition, the designation ``CE''
(confirming electronic) should be placed next to the listed exhibit in
the exhibit index.
(e) Notwithstanding the provisions of paragraphs (a) through (d) of
this section, any incorporation by reference by a registered investment
company or a business development company must relate only to documents
that have been filed in electronic format on the EDGAR system, unless
the document has been filed in paper under a hardship exemption (Sec.
232.201 or Sec. 232.202) and any required confirming electronic copy
has been submitted.
(f) Persons submitting filings electronically under the Public
Utility Act shall not be subject to paragraph (c) of this section.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994;
60 FR 32824, June 23, 1995; 62 FR 36457, July 8, 1997; 64 FR 27894, May
21, 1999; 70 FR 43569, July 27, 2005]
Sec. 232.103 Liability for transmission errors or omissions in documents filed via EDGAR.
An electronic filer shall not be subject to the liability and anti-
fraud provisions of the federal securities laws with respect to an error
or omission in an electronic filing resulting solely from electronic
transmission errors beyond the control of the filer, where the filer
corrects the error or omission by the filing of an amendment in
electronic format as soon as reasonably practicable after the electronic
filer becomes aware of the error or omission.
[65 FR 24800, Apr. 27, 2000]
Sec. 232.104 Unofficial PDF copies included in an electronic submission.
(a) An electronic submission, other than a Form 3 (Sec. 249.103 of
this chapter), a Form 4 (Sec. 249.104 of this chapter), a Form 5 (Sec.
249.105 of this chapter), a Form ID (Sec. Sec. 239.63, 249.446, 269.7
and 274.402 of this chapter), a Form TA-1 (Sec. 249.100 of this
chapter), a Form TA-2 (Sec. 249.102 of this chapter), or a Form TA-W
(Sec. 249.101 of this chapter), may include one unofficial PDF copy of
each electronic document contained
[[Page 763]]
within that submission, tagged in the format required by the EDGAR Filer
Manual.
(b) Except as provided in paragraphs (c) and (f) of this section,
each unofficial PDF copy must be substantively equivalent to its
associated electronic document contained in the electronic submission.
An unofficial PDF copy may contain graphic and image material (but not
animated graphics, or audio or video material), notwithstanding the fact
that its HTML or ASCII document counterpart may not contain such
material but instead may contain a fair and accurate narrative
description or tabular representation of any omitted graphic or image
material.
(c) If a filer omits an unofficial PDF copy from, or submits one or
more flawed unofficial PDF copies in, the electronic submission of an
official filing, the filer may add or resubmit an unofficial PDF copy by
electronically submitting an amendment to the filing to which it
relates. The amendment must include an explanatory note that the purpose
of the amendment is to add or to correct an unofficial PDF copy.
(1) If such an amendment is filed, the official amendment may
consist solely of the cover page (or first page of the document), the
explanatory note, and the signature page and exhibit index (where
appropriate). The corresponding unofficial copy must include the
complete text of the official filing document for which the amendment is
being submitted.
(2) If the amendment is being filed to add or resubmit an unofficial
PDF copy of one or more exhibits, the submission may consist of the
following: the official filing--consisting of the cover page (or first
page of the document), the explanatory note, the signature page (where
appropriate), the exhibit index, and a separate electronic exhibit
document for each exhibit for which an unofficial PDF copy is being
submitted--and the corresponding unofficial PDF copy of each exhibit
document. However, the text of the official exhibit document need not
repeat the text of the exhibit; that document may contain only the
following legend:
RESUBMITTED TO ADD/REPLACE UNOFFICIAL PDF COPY OF EXHIBIT.
(d) An unofficial PDF copy is not 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), section 16 of the Public Utility Act (15 U.S.C. 79p),
section 323 of the Trust Indenture Act (15 U.S.C. 77www), or section
34(b) of the Investment Company Act (15 U.S.C. 80a-33(b)), or otherwise
subject to the liabilities of such sections, and is not part of any
registration statement to which it relates. An unofficial PDF copy is,
however, subject to all other civil liability and anti-fraud provisions
of the above Acts or other laws.
(e) Unofficial PDF copies that are prospectuses are subject to
liability under Section 12 of the Securities Act (15 U.S.C. 77l).
(f) An unofficial PDF copy of a correspondence document contained in
an electronic submission need not be substantively equivalent to that
correspondence document.
[64 FR 27895, May 21, 1999, as amended at 65 FR 24800, Apr. 27, 2000; 68
FR 25799, May 13, 2003; 69 FR 22709, Apr. 26, 2004; 71 FR 74708, Dec.
12, 2006]
Sec. 232.105 Limitation on use of HTML documents and hypertext links.
(a) Electronic filers must submit the following documents in ASCII:
Form N-SAR (Sec. 274.101 of this chapter) and Form 13F (Sec. 249.325
of this chapter). Notwithstanding the provisions of this section,
electronic filers may submit exhibits to Form N-SAR in HTML.
(b) Electronic filers may not include in any HTML document hypertext
links to sites, locations, or documents outside the HTML document,
except to links to officially filed documents within the current
submission and to documents previously filed electronically and located
in the EDGAR database on the Commission's public web site (www.sec.gov).
Electronic filers also may include within an HTML document hypertext
links to different sections within that single HTML document.
(c) If a filer includes an external hypertext link within a filed
document, the information contained in the linked material will not be
considered part of the document for determining compliance with
reporting obligations,
[[Page 764]]
but the inclusion of the link will cause the filer to be subject to the
civil liability and antifraud provisions of the federal securities laws
with reference to the information contained in the linked material.
[65 FR 24800, Apr. 27, 2000]
Sec. 232.106 Prohibition against electronic submissions containing executable code.
(a) Electronic submissions must not contain executable code.
Attempted submissions identified as containing executable code will be
suspended, unless the executable code is contained only in one or more
PDF documents, in which case the submission will be accepted but the PDF
document(s) containing executable code will be deleted and not
disseminated.
(b) If an electronic submission has been accepted, and the
Commission staff later determines that the accepted submission contains
executable code, the staff may delete from the EDGAR system the entire
accepted electronic submission or any document contained in the accepted
electronic submission. The Commission staff may direct the electronic
filer to resubmit electronically replacement document(s) or a
replacement submission in its entirety, in compliance with this
provision and the EDGAR Filer Manual.
Note to Sec. 232.106: A violation of this section or the relevant
EDGAR Filer Manual section also may be a violation of the Computer Fraud
and Abuse Act of 1986, as amended, and other statutes and laws.
[64 FR 27895, May 21, 1999]
Hardship Exemptions
Sec. 232.201 Temporary hardship exemption.
(a) If an electronic filer experiences unanticipated technical
difficulties preventing the timely preparation and submission of an
electronic filing other than a Form 3 (Sec. 249.103 of this chapter), a
Form 4 (Sec. 249.104 of this chapter), a Form 5 (Sec. 249.105 of this
chapter), a Form ID (Sec. Sec. 239.63, 249.446, 269.7 and 274.402 of
this chapter), a Form TA-1 (Sec. 249.100 of this chapter), a Form TA-2
(Sec. 249.102 of this chapter), or a Form TA-W (Sec. 249.101 of this
chapter), the electronic filer may file the subject filing, under cover
of Form TH (Sec. Sec. 239.65, 249.447, 269.10 and 274.404 of this
chapter), in paper format no later than one business day after the date
on which the filing was to be made.
(1) An electronic imaged copy of the paper format document shall be
the official filing for purposes of the federal securities laws.
(2) The following legend shall be set forth in capital letters on
the cover page of the paper format document:
IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS (specify document)
IS BEING FILED IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION
(3) Signatures to the paper format document may be in typed form
rather than manual format. See Rule 302 of Regulation S-T (Sec.
232.302). All other requirements relating to paper format filings shall
be satisfied.
(4) If the exemption pertains to a document filed pursuant to
section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m and 78o(d)) or
section 30 of the Investment Company Act and the paper format document
is filed in the manner specified in paragraph (a) of this section, the
filing shall be deemed to have been filed by its required due date.
Notes to paragraph (a): 1. Where a temporary hardship exemption
relates to an exhibit only, the filer must file the paper format exhibit
and a Form TH (Sec. Sec. 239.65, 249.447, 259.604, 269.10, and 274.404
of this chapter) under cover of Form SE (Sec. Sec. 239.64, 249.444,
259.601, 269.8, and 274.403 of this chapter).
2. Filers unable to submit a report within a prescribed time period
because of electronic difficulties shall comply with the provisions of
this section and shall not use Form 12b-25 (Sec. 249.322 of this
chapter) as a notification of late filing.
(b) An electronic format copy of the filed paper format document
shall be submitted to the Commission within six business days of filing
the paper format document. The electronic format version shall contain
the following statement in capital letters at the top of the first page
of the document:
THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date)
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
[[Page 765]]
Note 1: Failure to submit the confirming electronic copy of a paper
filing made in reliance on the temporary hardship exemption, as required
in paragraph (b) of this section, will result in ineligibility to use
Forms S-2, S-3, S-8, F-2 and F-3 (see Sec. Sec. 239.12, 239.13,
239.16b, 239.32 and 239.33 of this section, respectively), restrict
incorporation by reference of the document submitted in paper (see Rule
303 of Regulation S-T (Sec. 232.303)), and toll certain time periods
associated with tender offers (see Rule 13e-4(f)(12) (Sec. 240.13e-
4(f)(12) of this chapter) and Rule 14e-1(e) (Sec. 240.14e-1(e) of this
chapter).
Note 2: If the exemption relates to an exhibit only, the requirement
to submit a confirming electronic copy shall be satisfied by refiling
the exhibit in electronic format in an amendment to the filing to which
it relates. The confirming copy tag should not be used. The amendment
should note that the purpose of the amendment is to add an electronic
copy of an exhibit previously filed in paper pursuant to a temporary
hardship exemption.
[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36457, July 8, 1997; 68
FR 25799, May 13, 2003; 69 FR 22710, Apr. 26, 2004; 70 FR 43569, July
27, 2005; 71 FR 74708, Dec. 12, 2006]
Sec. 232.202 Continuing hardship exemption.
(a) An electronic filer may apply in writing for a continuing
hardship exemption if all or part of a filing or group of filings, other
than a Form ID (Sec. Sec. 239.63, 249.446, 259.602, 269.7 and 274.402
of this chapter), otherwise to be filed in electronic format cannot be
so filed without undue burden or expense. Such written application shall
be made at least ten business days prior to the required due date of the
filing(s) or the proposed filing date, as appropriate, or within such
shorter period as may be permitted. The written application shall
contain the information set forth in paragraph (b) of this section.
(1) The application shall not be deemed granted until the applicant
is notified by the Commission or the staff.
(2) If the Commission, or the staff acting pursuant to delegated
authority, denies the application for a continuing hardship exemption,
the electronic filer shall file the required document in electronic
format on the required due date or the proposed filing date or such
other date as may be permitted.
(3) If the Commission, or the staff acting pursuant to delegated
authority, determines that the grant of the exemption is appropriate and
consistent with the public interest and the protection of investors and
so notifies the applicant, the electronic filer shall follow the
procedures set forth in paragraph (c) of this section.
(b) The request for the continuing hardship exemption shall include,
but not be limited to, the following:
(1) The reason(s) that the necessary hardware and software is not
available without unreasonable burden and expense;
(2) The burden and expense involved to employ alternative means to
make the electronic submission; and/or
(3) The reasons for not submitting electronically the document or
group of documents, as well as justification for the requested time
period.
(c) If the request is granted, the electronic filer shall submit the
document or group of documents for which the continuing hardship
exemption is granted in paper format on the required due date specified
in the applicable form, rule or regulation, or the proposed filing date,
as appropriate. The following legend shall be placed in capital letters
at the top of the cover page of the paper format document(s):
IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS (specify document)
IS BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION
(d) If a continuing hardship exemption is granted for a limited time
period, the grant may be conditioned upon the filing of the document or
group of documents that is the subject of the exemption in electronic
format upon the expiration of the period for which the exemption is
granted. The electronic format version shall contain the following
statement in capital letters at the top of the first page of the
document:
THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (DATE)
PURSUANT TO A RULE 202(d) CONTINUING HARDSHIP EXEMPTION.
Note 1: Where a continuing hardship exemption is granted with
respect to an exhibit only, the paper format exhibit shall be filed
under cover of Form SE (Sec. Sec. 239.64, 249.444, 259.603, 269.8 and
274.403 of this chapter).
[[Page 766]]
Note 2: If the exemption relates to an exhibit only and a confirming
electronic copy of the exhibit is required to be submitted, the exhibit
should be refiled in electronic format in an amendment to the filing to
which it relates. The confirming copy tag should not be used. The
amendment should note that the purpose of the amendment is to add an
electronic copy of an exhibit previously filed in paper pursuant to a
continuing hardship exemption.
Note 3: Failure to submit a required confirming electronic copy of a
paper filing made in reliance on a continuing hardship exemption granted
pursuant to paragraph (d) of this section will result in ineligibility
to use Forms S-2, S-3, S-8, F-2 and F-3 (see, Sec. Sec. 239.12, 239.13,
239.16b, 239.32 and 239.33, respectively), restrict incorporation by
reference of the document submitted in paper (see Rule 303 of Regulation
S-T (Sec. 232.303), and toll certain time periods associated with
tender offers (see Rule 13e-4(f)(12) (Sec. 240.13e-4(f)(12)) and Rule
14e-1(e) (Sec. 240.14e-1(e))).
[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36457, July 8, 1997; 69
FR 22710, Apr. 26, 2004]
Preparation of Electronic Submissions
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 EDGAR Filer Manual, Volume I: ``General Information,''
Version 2 (February 2006). The requirements for filing on EDGAR are set
forth in the EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 3
(February 2006). 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 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 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.
[71 FR 5597, Feb. 2, 2006]
Sec. 232.302 Signatures.
(a) Required signatures to, or within, any electronic submission
(including, without limitation, signatories within the certifications
required by Sec. Sec. 240.13a-14, 240.15d-14 and 270.30a-2 of this
chapter) must be in typed form rather than manual format. Signatures in
an HTML document that are not required may, but are not required to, be
presented in an HTML graphic or image file within the electronic filing,
in compliance with the formatting requirements of the EDGAR Filer
Manual. When used in connection with an electronic filing, the term
``signature'' means an electronic entry in the form of a magnetic
impulse or other form of computer data compilation of any letters or
series of letters or characters comprising a name, executed, adopted or
authorized as a signature. Signatures are not required in unofficial PDF
copies submitted in accordance with Sec. 232.104.
(b) Each signatory to an electronic filing (including, without
limitation, each signatory to the certifications required by Sec. Sec.
240.13a-14, 240.15d-14 and 270.30a-2 of this chapter) shall manually
sign a signature page or other document authenticating, acknowledging or
otherwise adopting his or her signature that appears in typed form
within the electronic filing. Such document shall be executed before or
at the time the electronic filing is made and shall be retained by the
filer for a period of five years. Upon request, an electronic filer
shall furnish to the Commission or
[[Page 767]]
its staff a copy of any or all documents retained pursuant to this
section.
(c) Where the Commission's rules require a registrant to furnish to
a national securities exchange or national securities association paper
copies of a document filed with the Commission in electronic format,
signatures to such paper copies may be in typed form.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994;
64 FR 27895, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 67 FR 57287,
Sept. 9, 2002]
Sec. 232.303 Incorporation by reference.
(a) The following documents shall not be incorporated by reference
into an electronic filing:
(1) Any document filed in paper in violation of mandated electronic
filing requirements;
(2) Any document filed in paper pursuant to a hardship exemption for
which a required confirming electronic copy has not been submitted.
(3) For a registered investment company or a business development
company, documents that have not been filed in electronic format, unless
the document has been filed in paper under a hardship exemption (Sec.
232.201 or 232.202 of this chapter) and any required confirming copy has
been submitted.
(b) If a filer incorporates by reference into an electronic filing
any portion of an annual or quarterly report to security holders, it
must also file the portion of the annual or quarterly report to security
holders in electronic format as an exhibit to the filing, as required by
Regulation S-K Item 601(b)(13) (Sec. 229.601(b)(13) of this chapter)
and Regulation D-B Item 601(b)(13) (Sec. 228.601(b)(13) of this
chapter). If a foreign private issuer incorporates by reference into an
electronic filing any portion of an annual or other report to security
holders, or of a Form 6-K report (Sec. 249.306 of this chapter) filed
or submitted in paper, it also must file the incorporated portion in
electronic format as an exhibit to the filing. The requirements of this
paragraph do not apply to incorporation by reference by an investment
company from an annual or quarterly report to security holders.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994;
62 FR 36457, July 8, 1997; 64 FR 27895, May 21, 1999; 65 FR 24800, Apr.
27, 2000; 67 FR 36700, May 24, 2002]
Sec. 232.304 Graphic, image, audio and video material.
(a) If a filer includes graphic, image, audio or video material in a
document delivered to investors and others that is not reproduced in an
electronic filing, the electronically filed version of that document
must include a fair and accurate narrative description, tabular
representation or transcript of the omitted material. Such descriptions,
representations or transcripts may be included in the text of the
electronic filing at the point where the graphic, image, audio or video
material is presented in the delivered version, or they may be listed in
an appendix to the electronic filing. Immaterial differences between the
delivered and electronically filed versions, such as pagination, color,
type size or style, or corporate logo need not be described.
Note to paragraph (a): If the omitted graphic, image, audio or video
material includes data, filers must include a tabular representation or
other appropriate representation of that data in the electronically
filed version of the document.
(b)(1) The graphic, image, audio and video material in the version
of a document delivered to investors and others is deemed part of the
electronic filing and subject to the civil liability and anti-fraud
provisions of the federal securities laws.
(2) Narrative descriptions, tabular representations or transcripts
of graphic, image, audio and video material included in an electronic
filing or appendix thereto also are deemed part of the filing. However,
to the extent such descriptions, representations or transcripts
represent a good faith effort to fairly and accurately describe omitted
graphic, image, audio or video material, they are not subject to the
civil liability and anti-fraud provisions of the federal securities
laws.
(c) An electronic filer must retain for a period of five years a
copy of each publicly distributed document, in the format used, that
contains graphic,
[[Page 768]]
image, audio or video material where such material is not included in
the version filed with the Commission. The five-year period shall
commence as of the filing date, or the date that appears on the
document, whichever is later. Upon request, an electronic filer shall
furnish to the Commission or its staff a copy of any or all of the
documents contained in the file.
(d) For electronically filed ASCII documents, the performance graph
that is to appear in registrant annual reports to security holders
required by Exchange Act Rule 14a-3 (Sec. 240.14a-3 of this chapter) or
Exchange Act Rule 14c-3 (Sec. 240.14c-3 of this chapter) to precede or
accompany proxy statements or information statements relating to annual
meetings of security holders at which directors are to be elected (or
special meetings or written consents in lieu of such meetings), as
required by Item 201(e) of Regulation S-K (Sec. 229.201(e) of this
chapter), and the line graph that is to appear in registrant annual
reports to security holders, as required by paragraph (b)(7)(ii) of Item
22 of Form N-1A (Sec. 274.11A of this chapter), must be furnished to
the Commission by presenting the data in tabular or chart form within
the electronic ASCII document, in compliance with paragraph (a) of this
section and the formatting requirements of the EDGAR Filer Manual.
(e) Notwithstanding the provisions of paragraphs (a) through (d) of
this section, electronically filed HTML documents must present the
following information in an HTML graphic or image file within the
electronic submission in compliance with the formatting requirements of
the EDGAR Filer Manual: The performance graph that is to appear in
registrant annual reports to security holders required by Exchange Act
Rule 14a-3 (Sec. 240.14a-3 of this chapter) or Exchange Act Rule 14c-3
(Sec. 240.14c-3 of this chapter) to precede or accompany registrant
proxy statements or information statements relating to annual meetings
of security holders at which directors are to be elected (or special
meetings or written consents in lieu of such meetings), as required by
Item 201(e) of Regulation S-K (Sec. 229.201(e) of this chapter); the
line graph that is to appear in registrant annual reports to security
holders, as required by paragraph (b)(7)(ii) of Item 22 of Form N-1A
(Sec. 274.11A of this chapter); and any other graphic material required
by rule or form to be filed with the Commission. Filers may, but are not
required to, submit any other graphic material in a HTML document by
presenting the data in an HTML graphic or image file within the
electronic filing, in compliance with the formatting requirements of the
EDGAR Filer Manual. However, filers may not present in a graphic or
image file information such as text or tables that users must be able to
search and/or download into spreadsheet form (e.g., financial
statements); filers must present such material as text in an ASCII
document or as text or an HTML table in an HTML document.
(f) Electronic filers may not include animated graphics in any EDGAR
document.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994;
61 FR 24655, May 15, 1996; 62 FR 36458, July 8, 1997; 64 FR 27895, May
21, 1999; 65 FR 24800, Apr. 27, 2000; 71 FR 53259, Sept. 8, 2006]
Sec. 232.305 Number of characters per line; tabular and columnar information.
(a) The narrative portion of a document shall not exceed 80
characters per line, including blank spaces, and shall not be presented
in multi-column newspaper format. Non-narrative information (e.g.,
financial statements) may be presented in tabular or columnar format and
may exceed 80 positions only if it is tagged as specified in the EDGAR
Filer Manual. In no event shall information presented in tabular or
columnar format exceed 132 positions wide.
(b) Paragraph (a) of this section does not apply to HTML documents
or XBRL-Related Documents (Sec. 232.11).
[58 FR 14670, Mar. 18, 1993, as amended at 64 FR 27896, May 21, 1999; 70
FR 6571, Feb. 8, 2005]
Sec. 232.306 Foreign language documents and symbols.
(a) All electronic filings and submissions must be in the English
language, except as otherwise provided by paragraph (d) of this section.
If a filing or
[[Page 769]]
submission requires the inclusion of a document that is in a foreign
language, a party must submit instead a fair and accurate English
translation of the foreign language document in accordance with Sec.
230.403(c) or Sec. 240.12b-12(d) of this chapter, except as otherwise
provided by paragraph (c) of this section. Alternatively, if the foreign
language document is an exhibit or attachment to a filing or submission
subject to review by the Division of Corporation Finance, a party may
provide a fair and accurate English summary of the foreign language
document if permitted by Sec. 230.403(c)(3) or Sec. 240.12b-12(d)(3)
of this chapter.
(b) When including an English summary or English translation of a
foreign language document in an electronic filing or submission, a party
may also submit a copy of the unabridged foreign language document in
paper under cover of Form SE (Sec. Sec. 239.64, 249.444, 259.603,
269.8, and 274.403 of this chapter) in accordance with Sec. 232.311 of
this chapter. A filer must provide a copy of any foreign language
document upon the request of Commission staff.
(c) A foreign government or its political subdivision must
electronically file a fair and accurate English translation, if
available, of its latest annual budget as presented to its legislative
body, as Exhibit B to Form 18 (Sec. 249.218 of this chapter) or Exhibit
(c) to Form 18-K (Sec. 249.318 of this chapter). If no English
translation is available, a foreign government or political subdivision
must submit a copy of the foreign language version of its latest annual
budget in paper under cover of Form SE (Sec. Sec. 239.64, 249.444,
259.603, 269.8, and 274.403 of this chapter).
(d) A Canadian issuer may file an HTML document, as defined in Sec.
232.11 of this chapter, that contains text in both French and English if
the issuer included the French text to comply with the requirements of
the Canadian securities administrator or other Canadian authority, and
the French text is in an exhibit to or part of:
(1) A registration statement on Form F-7, F-8, F-9, F-10, or F-80
(Sec. Sec. 239.37, 239.38, 239.39, 239.40, and 239.41 of this chapter);
(2) A registration statement or annual report on Form 40-F (Sec.
249.240f of this chapter); or
(3) A Schedule 13E-4F (Sec. 240.13e-102 of this chapter), Schedule
14D-1F (Sec. 240.14d-102), or Schedule 14D-9F (Sec. 240.14d-103).
(e) Foreign currency denominations must be expressed in words or
letters in the English language rather than representative symbols,
except that HTML documents may include any representative foreign
currency symbols that the EDGAR Filer Manual specifies. The limitations
of this paragraph do not apply to unofficial PDF copies submitted in
accordance with Rule 104 of Regulation S-T (Sec. 232.104).
[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at
59 FR 67762, Dec. 30, 1994; 64 FR 27896, May 21, 1999; 67 FR 36700, May
24, 2002]
Sec. 232.307 Bold face type.
(a) Provisions requiring presentation of information in bold face
type shall be satisfied in an electronic format document by presenting
such information in capital letters.
(b) Paragraph (a) of this section does not apply to HTML documents.
[62 FR 36458, July 8, 1997, as amended at 64 FR 27896, May 21, 1999]
Sec. 232.308 Type size and font; legibility.
Provisions relating to type size, font and other legibility
requirements shall not apply to electronic format documents.
Sec. 232.309 Paper size; binding; sequential numbering; number of copies.
(a) Requirements as to paper size, binding, and sequential page
numbering shall not apply to electronic format documents.
(b) An electronic format document, submitted in the manner
prescribed by the EDGAR Filer Manual, shall satisfy any requirement that
more than one copy of such document be filed with or provided to the
Commission.
Sec. 232.310 Marking changed material.
Provisions requiring the marking of changed materials are satisfied
in ASCII and HTML documents by inserting the tag
Sec. 232.311 Documents submitted in paper under cover of Form SE.
Form SE (Sec. Sec. 239.64, 249.444, 259.603, 269.8, and 274.403 of
this chapter) shall be filed as a paper cover sheet to the following
documents submitted to the Commission in paper:
(a) Exhibits filed in paper pursuant to a hardship exemption shall
be filed under cover of Form SE. See Rules 201 and 202 of Regulation S-T
(Sec. Sec. 232.201 and 232.202).
(b) Exhibits to a Commission schedule filed pursuant to Section 13
or 14(d) of the Exchange Act may be filed in paper under cover of Form
SE where such exhibits previously were filed in paper (prior to a
registrant's becoming subject to mandated electronic filing or pursuant
to a hardship exemption) and are required to be refiled pursuant to the
schedule's general instructions.
(c) Annual Reports to Security Holders furnished by Public Utility
Holding Companies as Exhibit A to Form U5S (Sec. 259.5s of this
chapter) or under rule 29 (Sec. 250.29 of this chapter) shall be filed
in paper under cover of Form SE.
(d) Reports to State Commissions, if furnished by Public Utility
Holding Companies as Exhibit E to Form U5S (Sec. 259.5s of this
chapter), shall be filed in paper under cover of Form SE.
(e) Maps furnished by Public Utility Holding Companies under
Exhibits E to Forms U5B and U-1(Sec. 259.5b and 259.101 of this
chapter) shall be filed in paper under cover of Form SE.
(f) A party may submit a copy of an unabridged foreign language
document in paper under cover of Form SE if the electronic filing or
submission includes an English summary or English translation of the
foreign language document in accordance with Sec. 232.306(b) or if
permitted by the applicable form.
(g) A foreign government or political subdivision that is not filing
in electronic format an English translation of its latest annual budget
submitted as Exhibit B to Form 18 (Sec. 249.218 of this chapter) or
Exhibit (c) to Form 18-K (Sec. 249.318 of this chapter) must file a
copy of the foreign language version of its latest annual budget in
paper under cover of Form SE in accordance with Sec. 232.306(c) of this
chapter.
(h) The Form SE shall be submitted in the following manner:
(1) If the subject of a temporary hardship exemption is an exhibit
only, the filer must file the exhibit and a Form TH (Sec. Sec. 239.65,
249.447, 259.604, 269.10, and 274.404 of this chapter) under cover of
Form SE (Sec. Sec. 239.64, 249.444, 259.601, 269.8, and 274.403 of this
chapter) no later than one business day after the date the exhibit was
to be filed electronically.
(2) An exhibit filed pursuant to a continuing hardship exemption, or
any other document filed in paper under cover of Form SE (other than an
exhibit filed pursuant to a temporary hardship exemption), as allowed by
paragraphs (a) through (g) of this section, may be filed up to six
business days prior to, or on the date of filing of, the electronic
format document to which it relates but shall not be filed after such
filing date. If a paper document is submitted in this manner,
requirements that the document be filed with, provided with or accompany
the electronic filing shall be satisfied.
(i) Any requirements as to delivery or furnishing the information to
persons other than the Commission shall not be affected by this section.
[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67763, Dec. 30, 1994;
61 FR 30402, June 14, 1996; 62 FR 36458, July 8, 1997; 65 FR 24801, Apr.
27, 2000; 67 FR 36700, May 24, 2002; 70 FR 1617, Jan. 7, 2005; 70 FR
43569, July 27, 2005]
Sec. 232.312 Accommodation for certain information in filings with
respect to asset-backed securities.
(a) For filings with respect to asset-backed securities filed on or
before December 31, 2009, the information provided in response to Item
1105 of Regulation AB (Sec. 229.1105 of this chapter) may be provided
under the following conditions on an Internet Web site for inclusion in
the prospectus for the asset-backed securities, and will be deemed to be
included in the prospectus included in the registration statement, in
lieu of reproducing the
[[Page 771]]
information in the electronically filed version of that document. Terms
used in this section have the same meaning as in Item 1101 of Regulation
AB (Sec. 229.1101 of this chapter).
(1) The prospectus in the registration statement at the time of
effectiveness shall disclose the intention to provide such information
through a Web site and the prospectus to be filed pursuant to Sec.
230.424 of this chapter shall provide the specific Internet address
where the information is posted.
(2) Such information shall be provided through the Web site
unrestricted as to access and free of charge.
(3) Such information shall remain available on the Web site for a
period of not less than five years. If a subsequent update or change is
made to the information, the date of such update or change shall be
clearly indicated on the Web site.
(4) The registrant shall retain all versions of such information
provided through the Web site for a period of not less than five years
in a form that permits delivery to an investor or the Commission. Upon
request, the registrant shall furnish to the Commission or its staff a
copy of any or all information retained pursuant to this requirement.
(5) The registration statement shall contain the undertakings
required by Item 512(l) of Regulation S-K (Sec. 229.512(l) of this
chapter) that:
(i) Except as otherwise provided by this section, such information
provided through the specified Internet address is deemed to be a part
of the prospectus included in the registration statement for the asset-
backed securities.
(ii) The registrant shall provide to any person without charge, upon
request, a copy of such information provided through the specified
Internet address as of the date of the prospectus included in the
registration statement if a subsequent update or change is made to that
information.
Note to paragraph (a): With respect to paragraphs (a)(3) and (a)(4)
of this section, the five-year period shall commence from the filing
date of the prospectus filed pursuant to Sec. 230.424 of this chapter,
or the date of first use of the prospectus, whichever is earlier.
(b) This section does not affect any obligation to provide any other
information in the filing electronically on EDGAR.
[70 FR 1617, Jan. 7, 2005]
Sec. 232.313 Identification of investment company type and series and/or class (or contract).
(a) Registered investment companies and business development
companies must indicate their investment company type, based on whether
the registrant's last effective registration statement or amendment
(other than a merger/proxy filing on Form N-14 (Sec. 239.23 of this
chapter) was filed on Form N-1 (Sec. Sec. 239.15 and 274.11 of this
chapter), Form N-1A (Sec. Sec. 239.15A and 274.11A of this chapter),
Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this chapter), Form N-3
(Sec. Sec. 239.17A and 274.11b of this chapter), Form N-4 (Sec. Sec.
239.17b and 274.11c of this chapter), Form N-5 (Sec. Sec. 239.24 and
274.5 of this chapter), Form N-6 (Sec. Sec. 239.17c and 274.11d of this
chapter), Form S-1 (Sec. 239.11 of this chapter), Form S-3 (Sec.
239.13 of this chapter), or Form S-6 (Sec. 239.16 of this chapter) in
those EDGAR submissions identified in the EDGAR Filer Manual.
(b) Registered investment companies whose last effective
registration statement or amendment (other than a merger/proxy filing on
Form N-14 (Sec. 239.23 of this chapter) was filed on Form N-1A
(Sec. Sec. 239.15A and 274.11A of this chapter), Form N-3 (Sec. Sec.
239.17A and 274.11b of this chapter), Form N-4 (Sec. Sec. 239.17b and
274.11c of this chapter), or Form N-6 (Sec. Sec. 239.17c and 274.11d of
this chapter) must, under the procedures set forth in the EDGAR Filer
Manual:
(1) Provide electronically, and keep current, information concerning
their existing and new series and/or classes (or contracts, in the case
of separate accounts), including series and/or class (contract) name and
ticker symbol, if any, and be issued series and/or class (or contract)
identification numbers;
(2) Deactivate for EDGAR purposes any series and/or class (or
contract, in the case of separate accounts) that are no longer offered,
go out of existence, or deregister following the last filing for that
series and/or class (or contract, in the case of separate accounts),
[[Page 772]]
but the registrant must not deactivate the last remaining series unless
the registrant deregisters; and
(3) For those EDGAR submissions identified in the EDGAR Filer
Manual, include all series and/or class (or contract) identifiers of
each series and/or class (or contract) on behalf of which the filing is
made.
(c) Registered investment companies whose last effective
registration statement or amendment (other than a merger/proxy filing on
Form N-14 (Sec. 239.23 of this chapter)) was filed on Form N-1A
(Sec. Sec. 239.15A and 274.11A of this chapter), Form N-3 (Sec. Sec.
239.17A and 274.11b of this chapter), Form N-4 (Sec. Sec. 239.17b and
274.11c of this chapter), or Form N-6 (Sec. Sec. 239.17c and 274.11d of
this chapter) must provide electronically, as specified in the EDGAR
Filer Manual, in the EDGAR submission identifying information concerning
the acquiring fund and the target fund (and the series and/or classes
(contracts), if any, of each if in existence at the time of the filing)
in connection with merger filings on Form N-14 (Sec. 239.23 of this
chapter), under Sec. 230.425 of this chapter, and in compliance with
Regulation 14A (Sec. 240.14a-1 of this chapter), Schedule 14A (Sec.
240.14a-101 of this chapter), and all other applicable rules and
regulations adopted pursuant to Section 14(a) of the Exchange Act, as
referenced in Investment Company Act Rule 20a-1 (Sec. 270.20a-1 of this
chapter).
(d) Non-registrant third party filers making proxy filings with
respect to investment companies must designate in the EDGAR submission
the type of investment company (as referenced in paragraph (a) of this
section) and include series and/or class (or contract) identifiers in
designated EDGAR proxy submission types, in accordance with the EDGAR
Filer Manual.
[70 FR 43569, July 27, 2005]
XBRL-Related Documents
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 to which they relate; an amendment to such filing; 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. The XBRL-Related Documents must
comply with the content and format requirements of this section, be
submitted as an exhibit to a form that contains the disclosure required
by this section and be submitted in accordance with the EDGAR Filer
Manual and, as applicable, one of Item 601(b)(100) of Regulation S-K
(Sec. 229.601(b)(100) of this chapter), Item 601(b)(100) of Regulation
S-B (Sec. 228.601(b)(100) of this chapter), Form 20-F (Sec. 249.220f
of this chapter), Form 6-K or Sec. 270.8b-33 of this chapter.
(b) XBRL-Related Documents must consist of mandatory content and may
consist of optional content but only if the optional content accompanies
the mandatory content in the same submission.
(1) Mandatory content consists of a complete set of information for
all periods presented in the corresponding official EDGAR filing from
one or more of the following categories (as filed in the corresponding
official EDGAR filing):
(i) The complete set of financial statements (the only exceptions
are that notes to the financial statements and schedules related to the
financial statements may be omitted unless the electronic filer is a
registered management investment company in which case it must include
Schedule I--Investments in Securities of Unaffiliated Issuers (Sec.
210.12-12 of this chapter));
(ii) Earnings information set forth in Form 6-K or Items 2.02 or
8.01 of Form 8-K (whether contained in the body of the Form 6-K or Form
8-K or in an exhibit, and whether filed or furnished); or
(iii) Financial highlights or condensed financial information set
forth in Item 8(a) of Form N-1A (Sec. 239.15A and Sec. 274.11A of this
chapter), Item 4.1 of Form N-2 (Sec. 239.14 and Sec. 274.11a-1 of this
chapter) or Item 4(a) of Form N-3
[[Page 773]]
(Sec. 239.17a and Sec. 274.11b of this chapter), as applicable.
(2) Optional content can consist only of a complete set of
information that is:
(i) For all periods presented in the corresponding official EDGAR
filing;
(ii) Related to financial information in the corresponding official
EDGAR filing that is simultaneously submitted as mandatory content (as
specified in paragraph (b)(1) of this section); and
(iii) From one or more of the following categories (as filed in the
corresponding official EDGAR filing):
(A) Audit opinions (as specified by Rule 2-02 of Regulation S-X
(Sec. 210.2-02 of this chapter));
(B) Interim review reports (as specified by Rule 10-01(d) of
Regulation S-X (Sec. 210.10-01(d) of this chapter));
(C) Reports of management on the financial statements;
(D) Certifications;
(E) Management's discussion and analysis of financial condition and
results of operations (as specified by Item 303 of Regulation S-K (Sec.
229.303 of this chapter));
(F) Management's discussion and analysis or plan of operation (as
specified by Item 303 of Regulation S-B (Sec. 228.303 of this
chapter));
(G) Operating and financial review and prospects (as specified by
Item 5 of Form 20-F); or
(H) Management's discussion of fund performance (as specified by
Item 22(b)(7) of Form N-1A).
(c) XBRL-Related Documents must appear in voluntary program format.
XBRL-Related Documents appear in voluntary program format if:
(1) Each data element (i.e., all text and all line item names and
associated values, dates and other labels) contained in the XBRL-Related
Documents reflects the same information in the corresponding official
EDGAR filing (i.e., the HTML or ASCII version);
(2) No data element contained in the corresponding official EDGAR
filing is changed, deleted or summarized in the XBRL-Related Documents;
(3) The XBRL-Related Documents correlate to the appropriate version
of a standard taxonomy, supplemented with extension taxonomies as
specified in the EDGAR Filer Manual (Sec. 232.11);
(4) Each data element contained in the XBRL-Related Documents is
matched with an appropriate tag in accordance with any applicable
taxonomy; and
(5) The XBRL-Related Documents contain any additional mark-up
related content (e.g., the XBRL tags themselves, identification of the
core XML documents used and other technology related content) not found
in the corresponding official EDGAR filing that are necessary to comply
with the EDGAR Filer Manual requirements.
(d) The filing with which XBRL-Related Documents are submitted as an
exhibit must contain the disclosures specified in paragraph (d)(1) of
this section in the location specified in paragraph (d)(2) of this
section.
(1) The filing must disclose:
(i) That the financial information contained in the XBRL-Related
Documents is ``unaudited'' or ``unreviewed,'' as applicable;
(ii) That the purpose of submitting the XBRL-Related Documents is to
test the related format and technology and, as a result, investors
should not rely on the XBRL-Related Documents in making investment
decisions; and
(iii) The identity of the corresponding official EDGAR filing (but
only if the filing is a Form 8-K or Form 6-K or an amendment to a Form
8-K or Form 6-K and a purpose of filing the form was to submit as an
exhibit XBRL-Related Documents that present information related to
financial information filed as part of a different form in the
corresponding official EDGAR filing).
(2) The disclosures required by paragraph (d)(1) of this section
must appear, as applicable, in:
(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) or
20-F;
(ii) Item 2.02 or 8.01 of a Form 8-K; or
(iii) The body of a Form 6-K, N-CSR (Sec. 274.128 of this chapter)
or N-Q (Sec. 274.130 of this chapter).
Note to Sec. 232.401: Although XBRL-Related Documents are required
by this section to
[[Page 774]]
comply with content and format requirements related to the corresponding
official EDGAR filing, the purpose of submitting the XBRL-Related
Documents is to test the related format and technology and, as a result,
investors and others should continue to rely on the official version of
the filing and not rely on the XBRL-Related Documents in making
investment decisions.
[70 FR 6571, Feb. 8, 2005]
Sec. 232.402 Liability for XBRL-Related Documents.
(a) Not deemed filed for liability purposes. XBRL-Related Documents,
regardless of whether they are exhibits to a document incorporated by
reference into a filing:
(1) Are not deemed filed for purposes of 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;
(2) Are not deemed incorporated by reference;
(3) Are subject to all other liability and anti-fraud provisions of
these Acts; and
(4) Are deemed filed for purposes of Item 103 of Regulation S-T
(Sec. 232.103).
(b) Accurate reflection of underlying documents. An electronic filer
is not liable under the Securities Act, Exchange Act, Public Utility
Act, Trust Indenture Act or Investment Company Act for information in
its XBRL-Related Documents that complies with the requirements of Item
401 of Regulation S-T (Sec. 232.401) to the extent that such
information was not materially false or misleading in the corresponding
official EDGAR filing. To the extent the information in an electronic
filer's XBRL-Related Documents does not comply with the requirements of
Item 401, the information in the XBRL-Related Documents will be deemed
to comply with Item 401 for purposes of this paragraph if the electronic
filer makes a good faith and reasonable attempt to comply with Item 401
and, as soon as reasonably practicable after the electronic filer
becomes aware that the information in the XBRL-Related Documents does
not comply with Item 401, the electronic filer amends the XBRL-Related
Documents and, as a result, the information complies with Item 401.
[70 FR 6571, Feb. 8, 2005]
EDGAR Functions
Sec. 232.501 Modular submissions and segmented filings.
An electronic filer may use the following procedures to submit
information to the EDGAR system for subsequent inclusion in an
electronic filing:
(a) Modular submissions. (1) One or more electronic format documents
may be submitted for storage in the non-public EDGAR data storage area
as a modular submission for subsequent inclusion in one or more
electronic submissions.
(2) An electronic filer shall be permitted a maximum of ten modular
submissions in the non-public EDGAR data storage area at any time, not
to exceed a total of one megabyte of digital information. If an
electronic filer attempts to submit a modular filing which would cause
either of these limits to be exceeded, EDGAR will suspend the modular
submission and notify the electronic filer by electronic mail. After six
business days, the modular submission held in suspense will be deleted
from the system.
(3) A modular submission may be corrected or amended only by
resubmitting the entire modular submission.
(b) Segmented filings. (1) Segments of a document intended to become
an electronic filing may be submitted to the non-public EDGAR data
storage area for assembly as a segmented filing.
(2) Segments shall be submitted no more than six business days in
advance of the anticipated filing date and are not limited in number or
size. They may be submitted from several geographic locations by more
than one filing entity. Segments may be included in only one electronic
filing. Once used, segments will be removed from the non-public EDGAR
data storage area. The assembly of segments into a segmented filing
shall be effected pursuant to the applicable provisions of the EDGAR
Filer Manual. If segments are not prepared in accordance with the EDGAR
Filer Manual, the filing will not be constructed. The filing date
[[Page 775]]
of a segmented filing shall be the date upon which the filing is
assembled and satisfies the requirements of Rule 13(a) of Regulation S-T
(Sec. 232.13(a)).
(3) Segments may be corrected or amended only by resubmitting the
entire segment.
(c) A modular submission or segment shall not:
(1) be publicly available;
(2) Be deemed filed with the Commission for purposes of Securities
Act section 11 (15 U.S.C. 77k), Exchange Act section 18 (15 U.S.C. 78r),
Public Utility Act section 16 (15 U.S.C. 79p), Trust Indenture Act
section 323 (15 U.S.C. 77www), or Investment Company Act section 34(b)
(15 U.S.C. 80a-33(b)) prior to its inclusion in a filing; or
(3) Be deemed to constitute an official filing prior to its
inclusion in a filing under the federal securities laws. Once a modular
submission or segment has been included in an electronic filing, the
liability and anti-fraud provisions of the Securities Act, the Exchange
Act, the Trust Indenture Act, the Public Utility Act and the Investment
Company Act shall apply to the electronic filing.
[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at
65 FR 24801, Apr. 27, 2000]
Foreign Private Issuers and Foreign Governments
Sec. Sec. 232.600-232.903 [Reserved]