[Federal Register Volume 76, Number 229 (Tuesday, November 29, 2011)]
[Rules and Regulations]
[Pages 73506-73508]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-30591]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9281; 34-65803; 39-2481; IC-29868]
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 updates
to submission form types ABS-15G and ABS-15G/A; to support changes in
XBRL validations for filings containing Exhibit 101 documents; to
update the OMB information on EDGARLite Form TA-W; and to add a new
applicant type to the Form ID. The EDGAR system is scheduled to be
upgraded to support this functionality on November 21, 2011.
The filer manual is also being revised to address changes
previously made in EDGAR.
DATES: Effective Date: November 29, 2011. The incorporation by
reference of the EDGAR Filer Manual is approved by the Director of the
Federal Register as of November 29, 2011.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions concerning submission form types ABS-15G and
ABS-15G/A contact Heather Mackintosh, Office of Information Technology,
at (202) 551-3600; in the Division of Trading and Markets for questions
regarding new Form ID applicant type and OMB expiration date for Forms
TA-W contact Catherine Moore, Special Counsel, Office of Clearance and
Settlement, at (202) 551-5718; in the Division of Risk, Strategy, and
Financial Innovation for questions concerning XBRL validation
requirements contact Walter Hamscher, at (202) 551-5397; 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
[[Page 73507]]
system.\1\ It also describes the requirements for filing using
EDGARLink Online 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 5, 2011. See Release No. 33-9246 (August 1,
2011) [76 FR 47438].
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The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
11 (November 2011) and Volume II entitled EDGAR Filer Manual, Volume
II: ``EDGAR Filing,'' Version 18 (November 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.\2\ Filers may consult the Filer Manual in conjunction with our
rules governing mandated electronic filing when preparing documents for
electronic submission.\3\
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\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\3\ See Release No. 33-9246 (August 1, 2011) [76 FR 47438] in
which we implemented EDGAR Release 11.2. For additional history of
Filer Manual rules, please see the cites therein.
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The EDGAR system will be upgraded to Release 11.3 on November 21,
2011 and will introduce the following changes: EDGAR will be upgraded
to support updates to submission form type ABS-15G and ABS-15G/A based
upon final Rule 15Ga-1.\4\ ABS-15G Item 1.02 will require start and end
date of reporting period and also a file number if the securitizer has
previously filed an ABS-15G under Item 1.01 for the same Asset Class as
the report. ABS-15G Item 1.02 will have an option to indicate if the
securitizer has no activity to report for the quarterly period pursuant
to Rule 15Ga-1(c)(2)(i) and/or for the annual period pursuant to Rule
15Ga-1(c)(2)(ii). ABS-15G Item 1.01 will have an option to indicate
that the securitizer has no activity to report for the initial period
pursuant to Rule 15Ga-1(c)(1). Additionally, EDGAR will allow
submission of multiple ABS-15G Item 1.01 submissions per CIK.
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\4\ See Final Rule Release No. 33-9175, Disclosure for Asset-
Backed Securities Required by Section 943 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act.
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The validation rules processed for filings containing EX-101.INS
XBRL documents will be changed to require all elements used to have US
English standard labels and all non-English non-empty facts to have
corresponding US English variants.
Submission form types 10-KT, 10-KT/A, 10-QT, 10-QT/A and POS AM can
now be filed with XBRL documents. EX-101.INS XBRL documents included
within POS AM submissions can have the element dei:DocumentType with
content equal to F-1, F-3, F-4, F-9, F-10, S-1, S-3, S-4, S-11, POS AM
or ``Other''.
The OMB expiration date on EDGARLite Form TA-W (Notice of
Withdrawal from Registration as Transfer Agent) will be updated to July
31, 2014.
New applicant type `Municipal Advisor' will be available for the
filers to select when completing the Form ID to apply for EDGAR access
codes. In addition, applicant types `Investment Company (or insurance
product separate account) or Business Development Company' and `Non-
Investment Company Applicant under the 1940 Act' will be updated to
`Investment Company, Business Development Company or Insurance Company
Separate Account' and `Non-Investment Company Applicant under the
Investment Company Act of 1940' respectively.
There will be a minor .dot release, EDGAR Release 11.3.1, that will
be deployed after Release 11.3 to implement additional XBRL validation
changes. On December 12, 2011, the validation rules processed for
filings containing EX-101.INS XBRL documents will be changed to require
four digit xs:gYear values and will allow distinct values for all
outstanding common share classes instead of requiring a single value
for dei:EntityCommonStockSharesOutstanding of annual financial
statements. For EX-101.SCH documents, the xsd:complexType, or
xsd:simpleType name attribute in UTF-8 must be less than 200 bytes of
UTF-8 text. The content for targetnamespace, roleURI or arcroleURI
attribute in UTF-8 must not exceed 255 bytes in length. For EX-101.INS
documents, the local name part of the content for xbrli:measure:element
must be less than 200 bytes of text.
The filer manual is also being revised to address minor software
changes made previously in EDGAR. Submission form types SC 14N, SC 14N-
S and their amendments were made available for use on EDGARLink Online.
Form 8-K Item 5.08 (Shareholder Director Nominations) was also made
available for use on submission form types 8-K, 8-K12B, 8-K12G3, 8-
K15D5 and their amendments.
Submission form types 13F-HR, 13F-HR/A, 13F-NT and 13F-NT/A were
updated to accept March 31, June 30, September 30, or December 31 as
valid dates for the Period field. A future date will still be not
allowed for the Period field.
Along with the 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).\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 November 29, 2011. 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 11.3 is scheduled to become available on November 21, 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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\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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[[Page 73508]]
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:
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 11 (November 2011). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 18 (November 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.
Dated: November 22, 2011.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-30591 Filed 11-28-11; 8:45 am]
BILLING CODE 8011-01-P