[Federal Register Volume 77, Number 62 (Friday, March 30, 2012)]
[Rules and Regulations]
[Pages 19077-19079]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-7608]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9303; 34-66654; 39-2483; IC-30008]


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 upgrade 
to the 2012 US GAAP and 2012 Mutual Fund Risk/Return Summary 
Taxonomies; to support period field validation updates for the 
submission of Form N-PX; to remove the OMB expiration date from Form D, 
3, 4, and 5; and to include additional filer support fax numbers on 
various EDGAR Filer Management Web site screens. The EDGAR system is 
scheduled to be upgraded to support this functionality on March 26, 
2012.
    The filer manual is also being revised to support the retirement of 
the DOS based Form N-SAR application and the introduction of the new 
online Form N-SAR application. The EDGAR system is scheduled to be 
upgraded to support this functionality on July 9, 2012.

DATES: Effective Date: March 30, 2012. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of March 30, 2012.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation 
Finance, for questions Forms D, 3, 4, and 5 contact Heather Mackintosh, 
Office of Information Technology, at (202) 551-3600; in the Division of 
Investment Management for questions regarding Form N-PX contact Ruth 
Armfield Sanders, Senior Special Counsel, Office of Legal and 
Disclosure, at (202) 551-6989, and for questions concerning the 
modernized on-line Form N-SAR application, contact Heather Fernandez or 
Gregg Jaffray, Office of Financial Analysis, at (202) 551-6703; in the 
Division of Risk, Strategy, and Financial Innovation for questions 
concerning XBRL Taxonomies update contact Walter Hamscher, at (202) 
551-5397; in the Division of Trading and Markets for questions 
regarding new filer support fax numbers 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 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 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 Nov. 29, 2011. See Release No. 33-9281 (Nov. 22, 
2011) [76 FR 73506].
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    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
12 (March 2012) and Volume II entitled EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 19 (March 2012). 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

[[Page 19078]]

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. 33-9281 (Nov. 22, 2011) [76 FR 73506] in 
which we implemented EDGAR Release 11.3. For additional history of 
Filer Manual rules, please see the cites therein.
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    The EDGAR system will be upgraded to Release 12.0 on March 26, 2012 
and will introduce the following changes: EDGAR will be updated to 
support the US GAAP 2012 Taxonomy and Mutual Fund Risk/Return Summary 
2012 Taxonomy. Please see http://sec.gov/info/edgar/edgartaxonomies.shtml for a complete listing of supported standard 
taxonomies.
    The Period field validations will be updated for the submission 
types N-PX-NT, N-PX-VR, N-PX-CR, and their amendments. Currently, these 
submission types only allow June 30 or September 30 of the current or 
prior years as valid period date. The Period field on these submission 
form types can be any valid date other than a future date.
    The OMB expiration date will no longer be displayed on the Forms 3, 
4, 5, and D. These forms will continue to display other OMB Approval 
information.
    The Confirmation and Acknowledgement screens on the EDGAR Filer 
Management Web site, which currently display the filer support fax 
numbers, will be updated to include Division of Investment Management 
and Division of Trading and Markets filer support fax numbers along 
with existing Division of Corporation Finance fax numbers.
    On July 9, 2012, EDGAR Release 12.1.1 will be deployed to convert 
the DOS based Form N-SAR application to an online application. The DOS 
based application to create Form N-SAR documents will be retired as of 
5:30, July 6, 2012, and EDGAR will no longer accept filings created by 
that application. Beginning Monday, July 9, 2012, Form N-SAR may only 
be filed using the online version of the form available on the EDGAR 
Filing Web site or constructed by filers according to the new EDGAR N-
SAR XML Technical Specification, available on the Commission's public 
Web site's ``Information for EDGAR Filers'' Web page (http://www.sec.gov/info/edgar.shtml). Submission form types NSAR-A, NSAR-A/A, 
NSAR-AT, NSAR-AT/A, NSAR-B, NSAR-BT, NSAR-BT/A, NSAR-U, and NSAR-U/A 
can be accessed by selecting the `File Form N-SAR' link on the EDGAR 
Filing Web site. Filers submitting submission type NSAR-U should 
continue to prepare the text document with the applicable answers and 
attach it to the NSAR-U submission type accessible from the `File Form 
N-SAR' link on the EDGAR Filing Web site.
    Instructions to file Form N-SAR will be included in two new 
sections of Chapter 9 (Preparing and Transmitting Online Submissions) 
of the EDGAR Filer Manual, Volume II: EDGAR Filing, Section 9.2.5 (File 
Form N-SAR) and Section 9.2.6 (Completing a Form N-SAR Submission). As 
of July 9, 2012, the EDGAR Filer Manual, Volume III: N-SAR Supplement 
will be retired.
    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).\4\ It follows that the requirements 
of the Regulatory Flexibility Act \5\ do not apply.
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    \4\ 5 U.S.C. 553(b).
    \5\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is March 30, 2012. In accordance with the APA,\6\ 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 12.0 is scheduled to become available on March 26, 2012. The 
EDGAR system upgrade to Release 12.1.1 is scheduled to become available 
on July 9, 2012. 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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    \6\ 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,\7\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\8\ 
Section 319 of the Trust Indenture Act of 1939,\9\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\10\
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    \7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \9\ 15 U.S.C. 77sss.
    \10\ 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:

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 12 (March 2012). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 19 (March 2012). 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

[[Page 19079]]

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: March 26, 2012.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-7608 Filed 3-29-12; 8:45 am]
BILLING CODE 8011-01-P