[Federal Register Volume 73, Number 113 (Wednesday, June 11, 2008)]
[Rules and Regulations]
[Pages 33002-33005]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-13093]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8922; 34-57888; 39-2454; IC-28292]


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 reflect the United 
States Department of Treasury's Financial Management Service's (FMS) 
designation of U.S. Bank of St. Louis, Missouri, as the new Financial 
Agent for General Lockbox Services for the Commission. U.S. Bank 
assumed this responsibility from Mellon Bank effective February 4, 
2008. In addition, the revisions include a modification to the 
EDGARLite Form TA-1 (Application for registration as a transfer agent 
filed pursuant to the Securities Exchange Act of 1934) to correct the 
form version number and Form TA-2 (Annual Report of Transfer Agent 
activities filed pursuant to the Securities Exchange Act of 1934) to 
allow filers to input up to two decimal places for percentage values in 
their response to Question 5(d).
    The filer manual is also being revised to incorporate changes to 
reflect several amended rules and forms previously proposed or adopted 
by the Commission and implemented in EDGAR. Those rules address (1) the 
electronic submission on EDGAR of applications for orders under any 
section of the Investment Company Act of 1940 and Regulation E filings 
of Small Business Investment Companies (SBIC's) and Business 
Development Companies (BDC's) if and when the Commission might adopt 
rule changes making these mandatory electronic submissions and (2) 
Smaller Reporting Company regulatory relief and simplification.
    The revisions to the Filer Manual reflect changes within Volume II 
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 7 
(May 2008). The updated manual will be incorporated by reference into 
the Code of Federal Regulations.

DATES: Effective Date: June 11, 2008. The incorporation by reference of 
the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of June 11, 2008.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 551-8800; in the Office of Financial 
Management, for questions concerning the change in financial agents, 
contact Connie Cornett, at (202) 551-7812; in the Division of 
Investment Management, for questions concerning applications for orders 
under any section of the Investment Company Act of 1940, contact Ruth 
Armfield Sanders, Senior Special Counsel, Office of Legal and 
Disclosure, at (202) 551-6989, Nadya Roytblat, Assistant Director, 
Office of Investment Company Regulation, at (202) 551-6821, or Keith 
Carpenter, Senior Special Counsel, Office of Insurance Products, at 
(202) 551-6766; for questions concerning Regulation E filings of Small 
Business Investment Companies (SBIC's) and Business Development 
Companies (BDC's), contact Ruth Armfield Sanders, Senior Special 
Counsel, Office of Legal and Disclosure, at (202) 551-6989; in the 
Division of Corporation Finance, for questions concerning Smaller 
Reporting Companies, Gerald J. Laporte, Chief; Kevin M. O'Neill, 
Special Counsel; or Johanna Vega Losert, Attorney-Advisor, Office of 
Small Business Policy (202) 551-3430.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual, Volume II. The Filer Manual describes the technical formatting 
requirements for the preparation and submission of electronic filings 
through the EDGAR system.\1\ It also describes the requirements for 
filing using EDGARLink \2\ and the Online Forms/XML Web site.
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on August 20, 2007. See Release No. 33-8834 (August 15, 
2007) [72 FR 46559].
    \2\ This is the filer assistance software. We provide filers 
filing on the EDGAR system.
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    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. Filers must comply 
with the applicable provisions of the Filer Manual in order to assure 
the timely acceptance and processing of filings made in electronic 
format.\3\ Filers should consult the Filer Manual in conjunction with 
our rules governing mandated electronic filing when preparing documents 
for electronic submission.\4\
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    \3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \4\ See Release Nos. 33-6977 (February 23, 1993) [58 FR 14628], 
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23, 
1993) [58 FR 14999], and 33-6980 (February 23, 1993) [58 FR 15009] 
in which we comprehensively discuss the rules we adopted to govern 
mandated electronic filing. See also Release No. 33-7122 (December 
19, 1994) [59 FR 67752], in which we made the EDGAR rules final and 
applicable to all domestic registrants; Release No. 33-7427 (July 1, 
1997) [62 FR 36450], in which we adopted minor amendments to the 
EDGAR rules; Release No. 33-7472 (October 24, 1997) [62 FR 58647], 
in which we announced that, as of January 1, 1998, we would not 
accept in paper filings that we require filers to submit 
electronically; Release No. 34-40934 (January 12, 1999) [64 FR 
2843], in which we made mandatory the electronic filing of Form 13F; 
Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we 
adopted amendments to implement the first stage of EDGAR 
modernization; Release No. 33-7855 (April 24, 2000) [65 FR 24788], 
in which we implemented EDGAR Release 7.0; Release No. 33-7999 
(August 7, 2001) [66 FR 42941], in which we implemented EDGAR 
Release 7.5; Release No. 33-8007 (September 24, 2001) [66 FR 49829], 
in which we implemented EDGAR Release 8.0; Release No. 33-8224 
(April 30, 2003) [68 FR 24345], in which we implemented EDGAR 
Release 8.5; Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 
33-8255A (September 4, 2003) [68 FR 53289] in which we implemented 
EDGAR Release 8.6; Release No. 33-8409 (April 19, 2004) [69 FR 
21954] in which we implemented EDGAR Release 8.7; Release No. 33-
8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR 
Release 8.8; Release No. 33-8528 (February 3, 2005) [70 FR 6573] in 
which we implemented EDGAR Release 8.10; Release No. 33-8573 (May 
19, 2005) [70 FR 30899] in which we implemented EDGAR Release 9.0; 
Release No. 33-8612 (September 21, 2005) [70 FR 57130] in which the 
Commission granted the authorization to publish the release adopting 
the reorganized EDGAR Filer Manual; Release No. 33-8633 (November 1, 
2005) [70 FR 67350] in which we implemented EDGAR Release 9.2; 
Release No 33-8656 (January 27, 2006) [71 FR 5596] in which we 
implemented EDGAR Release 9.3; and Release No. 33-8834 (August 15, 
2007) [72 FR 46559] in which we implemented EDGAR Release 9.7.

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[[Page 33003]]

    The FMS has designated U.S. Bank of St. Louis, Missouri, as the new 
Financial Agent for General Lockbox Services for the SEC.\5\ U.S. Bank 
has taken over this responsibility from Mellon Bank effective February 
4, 2008. EDGAR Release 9.9 was implemented on February 4, 2008 to make 
the system changes necessary to support this transition. All fee 
payments (wires and checks) must be submitted to U.S. Bank on and after 
this date. As of February 1, 2008, payments should no longer be 
submitted to Mellon Bank. It is not necessary for filers to have an 
account at U.S. Bank to submit fee payments.
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    \5\ See Release No. 33-8885 (January 29, 2008) (Amendment of 
Procedures for Payment of Fees).
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    For wire payments, the hours of operation at U.S. Bank are 8:30 
a.m. until 6 p.m. eastern time for wires. U.S. Bank's ABA number is 
081000210. To ensure proper credit and prompt filing acceptance, it is 
critical to include the SEC's account number at U.S. Bank 
(152307768324) and the payor's SEC-assigned CIK (Central Index Key) 
number (also know as the SEC-assigned registrant or payor account 
number) in your wire payment.
    To remit your SEC filing fee payment by certified check, cashier's 
check or money order, you must make them payable to the Securities and 
Exchange Commission, omitting the name or title of any official of the 
Commission. On the front of the check or money order, you must include 
the SEC's account number (152307768324) and CIK number of the account 
to which the fee is to be applied. You must mail checks or money orders 
to the following U.S. Bank addresses. U.S. Bank does not support walk-
in deliveries by individuals.
    For USPS remittances, they MUST be sent to the following PO Box 
address.
    Securities & Exchange Commission, P.O. Box 979081, St. Louis, MO 
63197-9000.
    The following address can be used for common carriers such as 
FedEx, Airborne, DHL, and UPS.
    U.S. Bank, Government Lockbox 979081, 1005 Convention Plaza, SL-MO-
C2-GL, St. Louis, MO 63101.
    For complete details regarding how to remit wire and check payment, 
please refer to the SEC's ``Instructions for Wire Transfer (FEDWIRE) 
and Check Payment of SEC Filing Fees'' (http://www.sec.gov/info/edgar/fedwire.htm) on our ``Information for EDGAR Filers'' Web page. Filers 
should periodically check both the SEC's and FMS' Web sites for 
additional information and updates.
    Also included in EDGAR Release 9.9 were modifications to the 
EDGARLite Form TA-1 (Application for registration as a transfer agent 
filed pursuant to the Securities Exchange Act of 1934) to correct the 
form version number and TA-2 (Annual Report of Transfer Agent 
activities filed pursuant to the Securities Exchange Act of 1934) to 
allow filers to input up to two decimal places for percentage values in 
their response to Question 5(d) (5(d)(i) Corporate Equity Securities, 
5(d)(ii) Corporate Debt Securities, 5(d)(iii) Open-Ended Investment 
Company Securities, 5(d)(iv) Limited Partnership Securities, 5(d)(v) 
Municipal Debt Securities, 5(d)(vi) Other Securities). Filers have 
communicated to the Division of Trading and Markets that their 
percentages are not necessarily whole numbers, so this modification 
will help filers provide more accurate answers to these questions. 
Filers must download the updated EDGARLite TA-1 and TA-2 Submission 
Templates from the EDGAR OnlineForms Web site to ensure that 
submissions will be processed successfully. Previous versions of the 
templates will not work properly.
    We have recently proposed to amend Regulation S-T \6\ to make 
mandatory the electronic submission on EDGAR of applications for orders 
under any section of the Investment Company Act of 1940 (``Investment 
Company Act'') and Regulation E filings of small business investment 
companies and business development companies.\7\ We have updated the 
EDGAR Filer Manual to describe the EDGAR electronic filing submission 
types that filers would use for electronic submission on EDGAR if and 
when we might adopt these proposals. The submission types are as 
follows:
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    \6\ 17 CFR 232.
    \7\ See Release No. 33-8859 (November 1, 2007) [72 FR 63513] 
(Rulemaking for EDGAR System; Mandatory Electronic Submission of 
Applications for Orders under the Investment Company Act and Filings 
Made Pursuant to Regulation E--proposing release).
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     In connection with applications for orders under the 
Investment Company Act,
     40-OIP (Application under the Investment Company Act 
submitted pursuant to Investment Company Act Rule 0-2 reviewed by the 
Office of Insurance Products)
     40-OIP/A (Amendment to an application under the Investment 
Company Act submitted pursuant to Investment Company Act Rule 0-2 
reviewed by the Office of Insurance Products)
     40-6B (Application under the Investment Company Act by an 
employees' securities company submitted pursuant to Investment Company 
Act Rule 0-2)
     40-6B/A (Amendment to an application under the Investment 
Company Act by an employees' securities company submitted pursuant to 
Investment Company Act Rule 0-2)
     40-APP (Application under the Investment Company Act 
submitted pursuant to Investment Company Act Rule 0-2 other than those 
reviewed by the Office of Insurance Products or submitted by an 
employees' securities company)
     40-APP/A (Amendment to an application under the Investment 
Company Act submitted pursuant to Investment Company Act Rule 0-2 other 
than those reviewed by the Office of Insurance Products or submitted by 
an employees' securities company).
     In connection with Regulation E filings,
     1-E: Notification under Regulation E by small business 
investment companies and business development companies
     1-E/A: Amendment to a notification under Regulation E by 
small business investment companies and business development companies
     2-E: Report of sales of securities pursuant to Rule 609 
under Regulation E
     2-E/A: Amendment to a report of sales of securities 
pursuant to Rule 609 under Regulation E
     1-E AD: Sales material filed pursuant to Rule 607 under 
Regulation E
     1-E AD/A: Amendment to sales material filed pursuant to 
Rule 607 under Regulation E
    The following paper submission types became obsolete as of December 
17, 2007: 40-6C, 40-6C/A, and 40-RPT. They have been replaced by paper 
submission types 40-APP, 40-OIP, or 40-6B, as appropriate.

[[Page 33004]]

    Similarly, the following new paper submission types, 1-E AD and 1-E 
AD/A, were added.
    Revisions were made to support Smaller Reporting Company regulatory 
relief and simplification.\8\ Specifically, we added a ``Smaller 
Reporting Company'' indicator to the header of submission types: 10-K, 
10-K/A, 10-KT, 10-KT/A, 10-Q, 10-Q/A, 10-QT, 10-QT/A, S-1, S-1/A, S-
1MEF, S-3, S-3/A, S-3D, S-3DPOS, S-3MEF, S-4, S-4POS, S-4/A, S-4EF, S-
4EF/A, S-4MEF, S-8, S-8POS, S-11, S-11/A, S-11MEF, 10-12B, 10-12B/A, 
10-12G, and 10-12G/A; suspending the filing of the following submission 
types: 10SB12B, 10SB12B/A, 10SB12G, 10SB12G/A, SB-1, SB-1/A, SB-1MEF, 
SB-2, SB-2/A, and SB-2MEF as of February 4, 2008; suspending the filing 
of the following submission types: 10QSB and 10QSB/A as of November 3, 
2008; and suspending the filing of the following submission types: 
10KSB and 10KSB/A as of March 16, 2009. Those filers needing to file 
amendments to filings previously submitted on submission types 10SB12B, 
10SB12G, SB-1, SB-1MEF, SB-2, SB-2MEF, 10QSB, or 10KSB may do so using 
submission type 10-12B, 10-12G, S-1, S-1MEF, S-2, S-2MEF, 10-Q, and 10-
K respectively.
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    \8\ See Release No. 33-8876 (December 19, 2007).
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    Additional changes to the Filer Manual are being made to update 
obsolete material such as references to Effective Dates that have 
already passed (e.g., S-3ASR Effective 12/1/2005) and instructions for 
submitting fees.
    The submission templates 1 and 3 were updated to support the 
aforementioned EDGARLink submission type changes in EDGAR Release 9.8. 
The new submission types added for applications for orders under any 
section of the Investment Company Act and Regulation E filings of small 
business investment companies and business development companies should 
only be used on EDGAR if and when we might adopt these proposals. 
However, with regard to the EDGARLink submission type changes made to 
support Smaller Reporting Company regulatory relief and simplification, 
filers must download, install, and use the updated EDGARLink software 
and submission templates to ensure that submissions will be processed 
successfully. Previous versions of the templates will 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, Volume II. No EDGARLink software or submission 
template changes were made for EDGAR Release 9.9 implemented on 
February 4, 2008.
    Along with adoption of the Filer Manual, we are amending Rule 301 
of Regulation S-T to provide for the incorporation by reference into 
the Code of Federal Regulations of today's revisions. This 
incorporation by reference was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, 100 F Street, NE., Room 1580, Washington, DC 20549, on 
official business days between the hours of 10 a.m. and 3 p.m. We will 
post electronic format copies on the Commission's Web site; the address 
for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may 
also obtain copies from Thomson Financial, the paper document 
contractor for the Commission, at (800) 638-8241.
    Since the Filer Manual relates solely to agency procedures or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act (APA).\9\ It follows that the requirements 
of the Regulatory Flexibility Act \10\ do not apply.
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    \9\ 5 U.S.C. 553(b).
    \10\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is June 11, 2008. In accordance with the APA,\11\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The EDGAR system upgrade to 
Release 9.9 was made available on February 4, 2008. The Commission 
believes that it is necessary to align the updated Filer Manual with 
the system upgrade.
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    \11\ 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,\12\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Exchange Act,\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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    \12\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \13\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \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 becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 4 (August 2007). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 7 (May 2008). 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, on official business days between the hours of 10 
a.m. and 3 p.m., or by calling Thomson Financial at (800) 638-8241. 
Electronic copies are available on the Commission's Web site. The 
address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. 
You can also inspect the document at the National Archives and Records

[[Page 33005]]

Administration (NARA). For information on the availability of this 
material at NARA, call 202-741-6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

    Dated: May 30, 2008.
* * * * *
    By the Commission.
Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-13093 Filed 6-10-08; 8:45 am]
BILLING CODE 8010-01-P