[Federal Register Volume 74, Number 209 (Friday, October 30, 2009)]
[Rules and Regulations]
[Pages 56107-56109]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-26150]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9077; 34-60875; 39-2468; IC-28984]


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 made in EDGAR Release 9.17. The revisions were made primarily to 
enforce additional XBRL validation requirements to improve the quality 
of XBRL exhibits; to allow filers to electronically submit the 
withdrawal of application for exemptive or other relief from the 
Investment Companies Act as submission types APP WD and APP WD/A; and, 
to allow filers to add Subject Company related information for the 
submission types F-6, F-6/A, F-6EF, and F-6POS. The revisions to the 
Filer Manual reflect changes within Volume I entitled EDGAR Filer 
Manual, Volume I: ``General Information,'' Version 8 (September 2009) 
and Volume

[[Page 56108]]

II entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 13 
(September 2009). The updated manual will be incorporated by reference 
into the Code of Federal Regulations.

DATES: Effective October 30, 2009 the incorporation by reference of 
certain publications listed in the rule is approved by the Director of 
the Federal Register as of October 30, 2009.

FOR FURTHER INFORMATION CONTACT: In the Office of Interactive 
Disclosure for questions concerning additional XBRL validation 
requirements contact Jeffrey Naumann, Assistant Director of the Office 
of Interactive Disclosure, at (202) 551-5352; in the Division of 
Corporation Finance, for questions concerning Subject Company related 
information for the Forms F-6, F-6/A, F-6EF, and F-6POS and Form D 
contact Cecile Peters, Chief, Office of Information Technology, at 
(202) 551-3600; in the Division of Investment Management for questions 
on the electronic filing of submission types APP WD and APP WD/A 
contact Ruth Armfield Sanders, Senior Special Counsel, Office of Legal 
and Disclosure, at (202) 551-6989; and in the Office of Information 
Technology, contact Rick Heroux, at (202) 551-8800.

SUPPLEMENTARY INFORMATION: 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 August 4, 2009. See Release No. 33-9058 (July 28, 
2009) [74 FR 38523].
    \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 may 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 No. 33-9058 (July 28, 2009) [74 FR 38523] in 
which we implemented EDGAR Release 9.16.
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    The EDGAR system will be upgraded to Release 9.17 on September 28, 
2009 and will introduce the following changes: EDGAR will be upgraded 
to enforce additional XBRL validation requirements to improve the 
quality of XBRL exhibits. This change will enhance the validation 
process the EDGAR system uses to confirm compliance with the 
requirements in Chapter 6 of the EDGAR Filer Manual, Volume II: ``EDGAR 
Filing''. Minor clarifications were made to the instructions on XBRL/
Interactive Data tagging.
    EDGAR will allow filers, who previously submitted on EDGAR or in 
paper an application for exemptive or other relief from the Investment 
Company Act, to electronically submit the withdrawal of such 
application as new submission types APP WD or APP WD/A on the EDGARLink 
Submission Template 3.
    EDGAR will allow filers to add Subject Company related information 
to the submission types F-6, F-6/A, F-6EF, and F-6POS. These submission 
types are available on EDGARLink Submission Template 1.
    A minor change will be made to the online Form D to update the OMB 
expiration date. Minor backend processing changes are being made to 
ensure that online and third party Form D filings are validated 
consistently.
    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 1520, 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.
    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) \5\. It follows that the 
requirements of the Regulatory Flexibility Act \6\ do not apply.
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    \5\ 5 U.S.C. 553(b).
    \6\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is October 30, 2009. In accordance with the APA \7\, 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 9.17 is scheduled to be available on September 28, 2009. 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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    \7\ 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,\8\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\9\ 
Section 319 of the Trust Indenture Act of 1939,\10\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\11\
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    \8\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \9\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \10\ 15 U.S.C. 77sss.
    \11\ 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 Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 8 (September 2009). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:

[[Page 56109]]

``EDGAR Filing,'' Version 13 (September 2009). 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 1520, 
Washington, DC 20549, or call (202) 551-5850, on official business days 
between the hours of 10 a.m. and 3 p.m. 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.

    By the Commission.

    Dated: October 26, 2009.
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-26150 Filed 10-29-09; 8:45 am]
BILLING CODE 8011-01-P