[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