[Federal Register Volume 76, Number 151 (Friday, August 5, 2011)]
[Rules and Regulations]
[Pages 47438-47440]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-19824]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9246; 34-64996; 39-2477; IC-29740]


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 retire the offline 
EDGARLink tool and the associated templates; to support the electronic 
filing of submission form types 13H, 13H-A, 13H-Q, 13H-I, 13H-T, 13H-R, 
for large trader registration, and N-PX-CR, N-PX-FM, N-PX-NT, N-PX-VR 
and their amendments; to update submission form types N-PX and N-PX/A; 
to update the OMB information on Forms 3, 4, 5, and 25-NSE; to support 
minor validation updates for Form N-MFP submissions; and to add four 
new applicant types to the Form ID. The EDGAR system is scheduled to be 
upgraded to support this functionality on August 1, 2011.
    The filer manual is also being revised to address changes 
previously made in EDGAR.

DATES: Effective Date: August 5, 2011. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of August 5, 2011.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation 
Finance, for questions concerning Form 8-K Item 1.04, Exhibit 95, and 
Forms 3, 4, 5 contact Cecile Peters, Chief, Office of Information 
Technology, at (202) 551-3600; in the Division of Investment Management 
for questions regarding submission form types N-PX, N-PX/A, N-PX-CR, N-
PX-FM, N-PX-NT, N-PX-VR, and Form N-MFP contact Ruth Armfield Sanders, 
Senior Special Counsel, Office of Legal and Disclosure, at (202) 551-
6989; in the Division of Trading and Markets for questions concerning 
Form 13H contact Richard R. Holley III, Senior Special Counsel, at 
(202) 551-5614, for questions concerning addition of new applicant 
types contact Catherine Moore, at (202) 551-5718, and for questions 
concerning Submission form type 25-NSE contact Steven Kuan, at (202) 
551-5624 ; in the Office of Interactive Disclosure for questions 
concerning US GAAP 2011 Taxonomy contact Jeffrey Naumann, Assistant 
Director of the Office of Interactive Disclosure, at (202) 551-5352 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, Volume II, and Volume III. 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 Online,\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 January 11, 2011. See Release No. 33-9169 (January 
5, 2011) [76 FR 1514].
    \2\ This is the filer assistance software we provide filers 
filing on the EDGAR system.
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    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
10 (August 2011), Volume II entitled EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 17 (August 2011), and Volume III entitled 
EDGAR Filer Manual Volume III: ``N-SAR Supplement'' Version 2 (August 
2011). The updated manual will be incorporated by reference into the 
Code of Federal Regulations.
    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. 33-9169 (January 5, 2011) [76 FR 1514] in 
which we implemented EDGAR Release 10.4. For additional history of 
Filer Manual rules, please see the cites therein.
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    The EDGAR system will be upgraded to Release 11.2 on August 1, 2011 
and will retire the offline EDGARLink tool and the associated 
templates. As communicated in a notice posted on April 26, 2011 on the 
Information for EDGAR Filers Web page (http://www.sec.gov/info/edgar.shtml), starting August 1, 2011, filings created by the offline 
tool EDGARLink client or those constructed by filers according to the 
EDGAR XFDL Technical Specification will no longer be accepted by EDGAR. 
The EDGARLink Online Application, available from the EDGAR Filing Web 
site (https://www.edgarfiling.sec.gov/), must be used to file all 
submissions previously supported by the offline EDGARLink tool. Those 
filers that use the EDGAR XFDL Technical Specification to create filer-
constructed submissions without the use of the EDGARLink tool, and wish 
to do the same outside of the EDGARLink Online Application, can do so 
by following the EDGARLink Online XML Technical Specification, 
available from the Information for EDGAR Filers Web page.
    New submission form types 13H, 13H-A, 13H-Q, 13H-I, 13H-T, and 13H-
R will be added to the EDGAR Filing Web site and will be available for 
use if the Commission adopts a final rule associated with Proposing 
Release

[[Page 47439]]

No.34-61908. If adopted by the Commission, the submission form types 
will be accessible by selecting a ``File 13H'' link on the EDGAR Filing 
Web site. These non-public submissions will not be disseminated by 
EDGAR.
    The Commission has proposed rulemaking that would amend Form N-PX 
so that institutional investment managers would be able to use Form N-
PX to report their proxy votes on certain executive compensation 
matters. For institutional investment managers, new submission form 
types N-PX-CR, N-PX-NT, N-PX-VR and their amendments will be added on 
EDGARLink Online for use if the proposed amendments are adopted.
    The Commission has also proposed rulemaking that would amend Form 
N-PX to add a new submission form type N-PX-FM for use by registered 
management investment companies that include proxy votes of 
institutional investment managers. New submission form type N-PX-FM 
will be added to EDGARLink Online for use if the proposed amendments 
are adopted. Additionally, existing EDGARLink Online submission form 
types N-PX and N-PX/A, will no longer support co-registrants and can 
only be filed by registered management investment companies. These 
submission types will be available to filers on November 1, 2011, or 
later, pending additional Commission rulemaking related to the 
amendments to Form N-PX.
    The validation rules for submission form type N-MFP and its 
variants have been updated to require ``Item 5'' (Name of 
Administrator) and ``Item 6'' (Name of Transfer Agent) and to allow 
``Report Date'' to be the last business day of the month or any 
calendar day of the month after the last business day of the month. 
Previously, the ``Report Date'' had to be the last business day of the 
month. In addition, Form N-MFP submissions will be disseminated 60 
calendar days after the last calendar day of the Report Date month. 
Previously, they were disseminated 60 calendar days after the Report 
Date listed in the submission.
    The OMB expiration date on Forms 3, 4, 5, and 25-NSE will be 
updated. Forms 3 and 4 will be updated to November 30, 2011; Form 5 
will be updated to January 31, 2014; and Form 25-NSE will be updated to 
January 31, 2012.
    The Point-to-Point Protocol transmission method, used to connect to 
the EDGAR Filing Web site using direct dial lines via modem in case 
Internet is not available, will be terminated. Filers will use the 
EDGAR Filing Web site, via the Internet, to submit filings in EDGAR.
    Four additional applicant types will be available for the filers to 
select when completing the Form ID to apply for EDGAR access codes. 
These additional applicant types are Institutional Investment Manager 
(Form 13F Filer), Investment Company (or insurance product separate 
account) or Business Development Company, Large Trader, and Non-
Investment Company Applicant under the 1940 Act.
    The filer manual is also being revised to address software changes 
made previously in EDGAR. The updates include addition of new 8-K Item 
1.04 (Mine Safety--Reporting of Shutdowns and Patterns of Violations) 
and addition of new Exhibit 95 (Mine Safety Disclosure Exhibit) for 
submission form types 10-K, 10-K/A, 10-KT, 10-KT/A, 10-Q, 10-Q/A, 10-
QT, 10-QT/A, 20-F, 20-F/A, 40-F, and 40-F/A5. The 8-K Item and the 
Exhibit 95 will be available for use if the Commission adopts a final 
rule associated with Proposing Release No. 34-63548.
    Filers may upload the required notarized authentication document in 
PDF when completing the process to ``Convert Paper Only Filer to 
Electronic Filer'' from the EDGAR Filer Management Web site (https://www.filer management.edgarfiling.sec.gov).
    Because the Commission establishes a company record on EDGAR for 
approved Broker-Dealer Registration Applications and creates a central 
index key (CIK) for that company, Broker-dealers, who may be required 
to file certain forms electronically on EDGAR, should complete the 
process to ``Convert Paper Only Filer to Electronic Filer'', from the 
EDGAR Filer Management Web site, instead of completing the Form ID (see 
EDGAR Filer Manual, Volume I, General Information for details). This is 
because the Form ID should be completed by those for which a CIK has 
not already been established on EDGAR. Once a Broker-Dealer has 
completed this process and received the necessary access codes, they 
will be able to file electronically on EDGAR.
    In addition, EDGAR was previously updated to support the US GAAP 
2011 Taxonomy. And, Appendix G has been revised to give clearer 
guidance to Form 13F filers to facilitate the correct preparation, 
assembling, and submission of these filings.
    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 1543, 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 August 5, 2011. 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 11.2 is scheduled to become available on August 1, 2011. 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

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is amended as follows:

[[Page 47440]]

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 10 (August 2011). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 17 (August 2011). Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer 
Manual, Volume III: ``N-SAR Supplement,'' Version 2 (August 2011). 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 1543, 
Washington, DC 20549, 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: August 1, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-19824 Filed 8-4-11; 8:45 am]
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