[Federal Register Volume 70, Number 25 (Tuesday, February 8, 2005)]
[Rules and Regulations]
[Pages 6573-6575]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-2390]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8528; 34-51128; 35-27943; 39-2431; IC-26746]
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. The revisions are being made primarily to support a voluntary 
program that would allow the submission of eXtensible Business 
Reporting Language (XBRL) documents to assess the usefulness of data 
tagging in general and XBRL in particular. Revisions are also being 
made to provide support for the new requirement for filers to enter an 
effectiveness date on submission types 485BPOS and 486BPOS; addition of 
new Exhibit EX-99.Rule23C1 for Form N-CSR and rescinding of submission 
types N-23C-1 and N-23C-1/A; changes to submission form type 25, which 
the Commission has proposed to be filed electronically by a national 
securities exchange to delist and/or deregister a class of securities 
under Section 12(b) of the Exchange Act, and by an issuer to 
voluntarily remove a class of securities from listing on a national 
securities exchange and/or registration under Section 12(b); and the 
list of Self-Regulatory Organizations in Appendix C section C.1.5 of 
the EDGAR Release 8.10 EDGARLink Filer Manual has been updated to show 
the name change of Cincinnati Stock Exchange to National Stock 
Exchange.
    The revisions to the Filer Manual reflect changes within Volumes I, 
II and III, entitled ``EDGAR Release 8.10 EDGARLink Filer Manual,'' 
``EDGAR Release 8.10 N-SAR Supplement Filer Manual,'' and ``EDGAR 
Release 8.10 OnlineForms Filer Manual'' respectively. The updated 
manual will be incorporated by reference into the Code of Federal 
Regulations.

EFFECTIVE DATES: February 7, 2005. The incorporation by reference of 
the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of February 7, 2005.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 942-8800; for questions concerning 
the Division of Investment Management filings, in the Division of 
Investment Management, Ruth Armfield Sanders, Senior Special Counsel, 
at (202) 942-0978; for questions concerning the Division of Corporation 
Finance filings, in the Division of Corporation Finance, Herbert 
Scholl, Office Chief, EDGAR and Information Analysis, at (202) 942-
2940; for questions concerning the Division of Market Regulation 
filings, in the Division of Market Regulation, Sharon Lawson, Senior 
Special Counsel, at (202) 942-0182; for questions concerning the Office 
of the Chief Accountant, Jeff Naumann, Enabling Technologies 
Specialist, at (202) 942-4400; and, in the Office of Filings and 
Information Services, Margaret A. Favor, at (202) 942-8900.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual (Filer Manual). 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 modernized EDGARLink.\2\
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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 August 23, 2004. See Release No. 33-8454 (August 6, 
2004) [69 FR 49803].
    \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) [66 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; and Release No. 
33-8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR 
Release 8.8.
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    The revisions are being made primarily to support a voluntary 
program \5\ that would allow the submission of eXtensible Business 
Reporting Language (XBRL) documents to assess the usefulness of data 
tagging in general and XBRL in particular. XBRL is an eXtensible Markup 
Language (XML) based language that is being developed by an 
international consortium. During the initial ``voluntary'' period that 
would begin in accordance with the requirements of the XBRL Voluntary 
Financial Reporting Program on the EDGAR System, EDGAR

[[Page 6574]]

will support unofficial XBRL document attachments to official EDGAR 
submissions. Instructions for attaching unofficial XBRL documents to 
electronic submissions are included in Appendix L of the EDGAR Release 
8.10 EDGARLink Filer Manual.
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    \5\ See Release No. 33-8529 (February 3, 2005).
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    Revisions are also being made to provide support for the new 
requirement for filers to enter an effectiveness date on submission 
types 485BPOS and 486BPOS and the addition of the new Exhibit EX-
99.Rule23C1 for Form N-CSR and rescinding of submission types N-23C-1 
and N-23C-1/A.\6\
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    \6\ See Release No. 33-8335 (November 10, 2003) [68 FR 64952], 
removing Form N-23C-1 and amending Rule 23c-1 and Form N-CSR.
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    Earlier last year, we proposed to amend Rule 12d2-2 under the 
Exchange Act to expand the use of Form 25 so that all issuers and 
national securities exchanges seeking to delist and deregister a class 
of securities under Section 12(b) of the Exchange Act in accordance 
with the rules of the exchange and the Commission would file a Form 
25.\7\ In addition, we proposed to amend Rule 101 of Regulation S-T to 
make mandatory the electronic submission on Form 25 of the delisting 
and/or deregistration. We have not yet adopted our proposed amendment 
to Rule 101; in the meantime, we will continue to accept paper 
submissions of Form 25 filings from exchanges, and paper applications 
for delisting and/or deregistration from exchanges and issuers. In 
addition, the list of Self-Regulatory Organizations in Appendix C.1.5 
has been updated to show the name change of Cincinnati Stock Exchange 
to National Stock Exchange.
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    \7\ See Release No. 34-49858 (June 15, 2004) [69 FR 34860] 
(proposing to amend the procedures for removing from listing and/or 
withdrawing from registration, securities under Section 12(b) of the 
Securities Exchange Act of 1934).
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    For EDGAR Release 8.10, the EDGARLink software and submission 
templates 1, 2, 3 and 5 will be updated to support the aforementioned 
submission form type changes. It is highly recommended that filers 
download, install, and use the new EDGARLink software and submission 
templates to ensure that submissions will be processed successfully. 
Previous versions of the templates may not work properly. Notice of the 
update has previously been provided on the EDGAR Filing Web site and on 
the Commission's public Web site. The discrete updates are reflected on 
the EDGAR Filing Web site and 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, 450 Fifth Street, NW., Washington DC 20549-0102. 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 Inc, the paper and microfiche 
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).\8\ It follows that the requirements 
of the Regulatory Flexibility Act \9\ do not apply.
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    \8\ 5 U.S.C. 553(b).
    \9\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is February 7, 2005. In accordance with the APA,\10\ 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 8.10 is scheduled to become available on February 7, 2005. 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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    \10\ 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,\11\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\12\ 
Section 20 of the Public Utility Holding Company Act of 1935,\13\ 
Section 319 of the Trust Indenture Act of 1939,\14\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\15\
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    \11\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \12\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \13\ 15 U.S.C. 79t.
    \14\ 15 U.S.C. 77sss.
    \15\ 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

0
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 filers using modernized EDGARLink are set forth in the 
EDGAR Release 8.10 EDGARLink Filer Manual Volume I, dated February 
2005. Additional provisions applicable to Form N-SAR filers and Online 
Forms filers are set forth in the EDGAR Release 8.10 N-SAR Supplement 
Filer Manual Volume II, dated February 2005, and the EDGAR Release 8.10 
OnlineForms Filer Manual Volume III, dated February 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, 450 Fifth Street, NW., Washington, 
DC 20549-0102 or by calling Thomson Financial Inc at (800) 638-8241. 
Electronic format 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.

    By the Commission.


[[Page 6575]]


    Dated: February 3, 2005.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05-2390 Filed 2-7-05; 8:45 am]
BILLING CODE 8010-01-P