[Federal Register Volume 75, Number 67 (Thursday, April 8, 2010)]
[Rules and Regulations]
[Pages 17853-17854]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-7856]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9115; 34-61821; 39-2469; IC-29199]


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. Revisions were are being made primarily to support the upgrade 
of the Mutual Fund Risk/Return Summary Taxonomy, to extend the 
interactive data/eXtensible Business Reporting Language (``XBRL'') 
validation requirements to all Exhibit 101 attachments regardless of 
the taxonomy used, and to make minor updates to the validation and 
processing of Form D submissions and the amendments of 13F-HR and 13F-
NT submission types. The EDGAR system is scheduled to be upgraded to 
support this functionality on April 12, 2010.
    The filer manual is also being revised to address minor changes 
previously made in EDGAR.
    The revisions to the Filer Manual reflect changes within Volume II 
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 14 
(April 2010). The updated manual will be incorporated by reference into 
the Code of Federal Regulations.

DATES: Effective April 8, 2010. The incorporation by reference of 
certain publications listed in the rule is approved by the Director of 
the Federal Register as of April 8, 2010.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation 
Finance, for questions concerning 8-K Item 5.07, Form D, and updates to 
the EDGAR state/country list contact Cecile Peters, Chief, Office of 
Information Technology, at (202) 551-3600; in the Division of 
Investment Management for questions regarding 13F-HR, 13F-NT, EDGARLink 
submission validations, and submissions made by deregistered companies 
contact Ruth Armfield Sanders, Senior Special Counsel, Office of Legal 
and Disclosure, at (202) 551-6989; in the Office of Interactive 
Disclosure for questions concerning XBRL requirements contact Jeffrey 
Naumann, Assistant Director of the Office of Interactive Disclosure, at 
(202) 551-5352; in the Division of Trading and Markets for questions 
regarding OMB expiration dates for Forms TA-1 and TA-2 contact 
Catherine Moore, Special Counsel, Office of Clearance and Settlement, 
at (202) 551-5718; 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 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 October 30, 2009. See Release No. 33-9077 (October 
26, 2009) [74 FR 56107].
    \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. 33-9077 (October 26, 2009) [74 FR 56107] in 
which we implemented EDGAR Release 9.17.
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    The EDGAR system will be upgraded to Release 10.1 on April 12, 2010 
and will introduce the following changes: EDGAR will be upgraded to 
support the 2010 Mutual Fund Risk/Return Summary Taxonomy, to extend 
the interactive Data/XBRL validations to all Exhibit 101 attachments 
regardless of the taxonomy used and to ensure that only one Exhibit 101 
document is attached with a submission.
    EDGAR will suspend amendments for submission types 13F-HR and 13F-
NT if any of these amendments are submitted before the initial filing 
for the period end date included in the amendment.
    Form D validation and processing will be updated to allow filers to 
indicate if they have solicited sales in foreign countries and to 
disseminate state and country description in addition to the state and 
country code.
    The EDGARLite templates for Forms TA-1 and TA-2 are being updated 
to change the OMB expiration date to be ``April 30, 2012'' and ``June 
30, 2012'' respectively.
    The filer manual is also being revised to address minor changes 
previously made in EDGAR. Those changes are described below:

--Submission types 10KSB and 10KSB/A were removed from the EDGARLink 
Template 3.
--Support to allow the use of 8-K Item 5.07 (Submission of Matters to a 
Vote of Security Holders) on submission form types 8-K, 8-K/A, 8-K12B, 
8-K12B/A, 8-K12G3, 8-K12G3/A, 8-K15D5, and 8-K15D5/A as of February 28, 
2010.\5\
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    \5\ See Release No. 33-9089 (December 16, 2009) [74 FR 68334].
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--EDGARLink submission validation was updated to validate that the 
value selected for the ``Filer Investment Company Type'' field on the 
main screen of EDGARLink submission types PREM14C, PREM14A, DEFM14A, 
DEFM14C, N-14, and N-14/A matches the selected value of the 
``Investment Company Type'' field of the filer CIK when it is provided 
on the ``Series/Classes (Contracts) Information'' screen and to 
validate that the value selected for the ``Investment Company Type'' on 
the main screen of EDGARLink submission type 425 matches the value 
selected for the ``Investment Company Type'' of the Subject-Company CIK 
when it is provided on the ``Series/Classes (Contracts) Information'' 
screen.
--EDGAR began to accept the submission types NSAR-A, NSAR-B, NSAR-U, 
NSAR-A/A, NSAR-AT, NSARAT/A, NSAR-B/A, NSAR-BT, NSARBT/A, NSAR-U/A, 
24F-2NT, 24F-2NT/A, N-CSR, N-CSRS, N-CSR/A, NCSRS/A, N-PX, and N-PX/A 
when inactive series and/or classes are included in a submission from a 
company with a deregistered status for 210 business days from the time 
the company was deregistered and to suspend those submission types if a 
deregistered company makes a submission more than 210 business days 
after becoming deregistered.
--EDGAR's state/country list was updated to include Aland Islands, 
Guernsey, Isle of Man, Jersey, Saint Barthelemy, Saint Martin, Serbia,

[[Page 17854]]

Timor-Leste, Canada (Federal Level), and Montenegro and remove East 
Timor and Yugoslavia.

    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).\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 April 8, 2010. 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 10.1 is scheduled to be available on April 12, 2010. 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 Securities Exchange Act of 1934,\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 Filer and updating company data are 
set forth in the 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: ``EDGAR 
Filing,'' Version 14 (April 2010). 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: April 1, 2010.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-7856 Filed 4-7-10; 8:45 am]
BILLING CODE 8011-01-P