[Federal Register Volume 73, Number 186 (Wednesday, September 24, 2008)]
[Rules and Regulations]
[Pages 54943-54945]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-22391]



[[Page 54943]]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8956; 34-58584; 39-2458; IC-28381]


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 the rule 
amendments made to mandate the electronic filing of information 
required by Securities Act of 1933 Form D with the implementation of a 
new Form D online application.
    In addition, the revisions also include updates to submission types 
PREM14A, DEFM14A, PREM14C and DEFM14C to correctly process series and 
class identifiers; updates to the EDGAR company name conformance rules; 
updates to the EDGARLite Form TA-2 (Annual Report of Transfer Agent 
activities filed pursuant to the Securities Exchange Act of 1934) to 
correct the OMB expiration date displayed on the printed blank form, to 
correct the order that the response fields for Question 1(h) (Full Name 
of Registrant as stated in Question 3 of Form TA-1) and Question 3(a) 
(Registrants Appropriate Regulatory Agency) are displayed on the 
printed blank form, to make a response to Question 11(a)(i) (Date of 
Database Search) optional and to prevent the submission of invalid 
ASCII characters; updates to the EDGAR processing of series and classes 
co-registrant filings; and the incorporation of the final U.S. GAAP 
Taxonomies 1.0 into EDGAR.
    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
5 (September 2008) and Volume II entitled EDGAR Filer Manual, Volume 
II: ``EDGAR Filing,'' Version 9 (September 2008). The updated manual 
will be incorporated by reference into the Code of Federal Regulations.

DATES: Effective Date: September 24, 2008. The incorporation by 
reference of the EDGAR Filer Manual is approved by the Director of the 
Federal Register as of September 24, 2008.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, Assistant Director of the EDGAR Program 
Office, at (202) 551-8800; in the Division of Corporation Finance for 
questions regarding the electronic filing and revision of Form D, 
contact Gerald J. Laporte, Chief, or Corey A. Jennings, Attorney-
Advisor, Office of Small Business Policy at (202) 551-3460; in the 
Division of Trading and Markets for questions concerning updates to 
Form TA-2, contact Catherine Moore, Special Counsel, Office of 
Clearance and Settlement, at (202) 551-5710; in the Division of 
Investment Management for questions regarding co-registrant filing of 
series and classes (contracts), contact Ruth Armfield Sanders, Senior 
Special Counsel, Office of Legal and Disclosure, at (202) 551-6989; and 
in the Office of Interactive Disclosure, for questions concerning XBRL 
filings contact Jeffrey W. Naumann, Assistant Director of the Office of 
Interactive Disclosure, at (202) 551-5352.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual, Volume I and 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 June 12, 2008. See Release No. 33-8926 (June 4, 
2008) [73 FR 33298].
    \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; Release No. 33-8834 (August 15, 2007) 
[72 FR 46559] in which we implemented EDGAR Release 9.7; Release No. 
33-8922 (May 30, 2008) [73 FR 33002] in which we implemented EDGAR 
Release 9.8 and Release 9.9; and Release No. 33-8926 (June 4, 2008) 
[73 FR 33298] in which we implemented EDGAR Release 9.10.
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    In support of the adopted rule amendments mandating the electronic 
filing of information required by Securities Act of 1933 Form D \5\ 
through the Internet, EDGAR Release 9.13 will be implemented on 
September 15, 2008. EDGAR Release 9.13 will implement a new Form D 
online application that will allow filers to create and submit Form D 
and Form D amendment filings electronically to the Commission. The Form 
D online application can be accessed from the EDGAR OnlineForms/XML Web 
site (https://www.onlineforms.edgarfiling.sec.gov) by logging in and 
selecting the ``File Form D'' link. Filers can also log in by clicking 
the ``Would you like to File a Form D?'' link from the EDGAR Portal Web 
site (http://www.portal.edgarfiling.sec.gov).
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    \5\ See Release No. 33-8891 (February 6, 2008) [73 FR 10592].
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    Use of the new Form D online application requires EDGAR access 
codes (e.g., CIK (filer ID number), CCC (filer ID number confirmation 
code) and password). Filers that have a CIK, but have previously filed 
with the Commission in paper only must use the ``Convert Paper Only 
Filer to Electronic Filer'' function on the EDGAR Filer Management Web 
site (https://www.filermanagement.edgarfiling.sec.gov) to be converted 
to an

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electronic filer prior to using the Form D application (See EDGAR Filer 
Manual--Volume I, section 3.3.1 for details). For those filers that 
have never been assigned a CIK, they must apply for EDGAR access codes 
via the EDGAR Filer Management Web site (See EDGAR Filer Manual--Volume 
I, section 3.2 for details) prior to using the new Form D online 
application.
    EDGAR Release 9.13 will include updates to submission types 
PREM14A, DEFM14A, PREM14C and DEFM14C to correctly process series and 
class identifiers. Target funds that are series and class investment 
companies must use these submission types for those proxy mergers for 
which the acquiring fund does not file a registration statement on Form 
N-14; PREM14A, DEFM14A, PREM14C and DEFM14C must include the relevant 
series and class identifiers for both the target and the acquiring fund 
(if in existence). Filers must download the updated EDGARLink 
Submission Template 2 to ensure PREM14A, DEFM14A, PREM14C and DEFM14C 
submissions are processed successfully.
    The EDGAR conformed name values applied to the following words have 
been updated (See EDGAR Filer Manual--Volume I, Appendix C, section C.5 
for details).

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                                             Conformed value as of EDGAR
              Original value                        release 9.13
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Company...................................  Co.
Corporation...............................  Corp.
Incorporated..............................  Inc.
Incorporation.............................  Inc.
Limited...................................  Ltd.
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    The EDGARLite Form TA-2 (Annual Report of Transfer Agent activities 
filed pursuant to the Securities Exchange Act of 1934) is being updated 
to correct two errors that occur when the ``Check to show blank form 
for printing'' option is checked on the form: (1) The OMB expiration 
date displayed will be corrected to be ``September 30, 2009'' and (2) 
the response fields for Question 1(h) (Full Name of Registrant as 
stated in Question 3 of Form TA-1) and Question 3(a) (Registrants 
Appropriate Regulatory Agency) will be correctly displayed under the 
appropriate question. Note that the OMB expiration date and Questions 
3(a) and 1(h) display correctly on the EDGARLite TA-2 submission 
template if the ``Check to show blank form for printing'' option is not 
selected. Form TA-2 will also be updated to make Question 11(a)(i) 
(Date of Database Search) optional. Data fields on Form TA-2 that allow 
the entry of text were updated to accept only valid ASCII characters 
(See EDGAR Filer Manual--Volume II, sections 5.2.1.1 and 5.2.1.2 for 
details). Filers must download the updated EDGARLite TA-2 Submission 
Template from the EDGAR OnlineForms Web site to ensure that TA-2 
submissions will be processed successfully. Previous versions of the 
templates will not work properly.
    EDGAR Release 9.12, implemented on June 23, 2008, updated EDGAR 
processing for all submission types that require series and class 
(contract) identifiers to suspend co-registrant filings unless at least 
one series and one class (contract) identifier associated with the 
respective co-registrant CIK is included in the submission for each 
respective co-registrant (i.e., the filing must include at least one 
series and class (contract) identifier for the primary co-registrant 
and at least one series and class (contract) identifier for each of the 
other co-registrants); increased the maximum number of co-registrants 
acceptable per submission to 999; and incorporated the final US GAAP 
Taxonomies version 1.0 into EDGAR.
    Notice of the updates has previously been provided on the EDGAR 
Filing and OnlineForms/XML Filing Web site and on the Commission's 
public Web sites. The discrete updates are reflected on the EDGAR 
OnlineForms/XML Filing Web site and in the updated Filer Manual, Volume 
I and Volume II.
    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, 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).\6\ It follows that the requirements 
of the Regulatory Flexibility Act \7\ do not apply.
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    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is September 24, 2008. In accordance with the APA,\8\ 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 9.13 is scheduled to become available on September 15, 2008. 
The Commission believes that establishing an effective date less than 
30 days after publication of these rules is necessary to coordinate the 
effectiveness of the updated Filer Manual with the system upgrade.
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    \8\ 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,\9\ sections 3, 12, 
13, 14, 15, 23, and 35A of the Exchange Act,\10\ section 319 of the 
Trust Indenture Act of 1939,\11\ and sections 8, 30, 31, and 38 of the 
Investment Company Act of 1940.\12\
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    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \11\ 15 U.S.C. 77sss.
    \12\ 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), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
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

[[Page 54945]]

Filer and updating company data are set forth in the updated EDGAR 
Filer Manual, Volume I: ``General Information,'' Version 5 (September 
2008). The requirements for filing on EDGAR are set forth in the 
updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 9 
(September 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, Securities and Exchange 
Commission, 100 F Street, NE., Room 1580, Washington, DC 20549, on 
official business days between the hours of 10 am 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 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: September 18, 2008.
    By the Commission.

J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8-22391 Filed 9-23-08; 8:45 am]
BILLING CODE 8010-01-P