E9-9314. Adoption of Updated EDGAR Filer Manual

AGENCY:

Securities and Exchange Commission.

ACTION:

Final rule.

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 were made primarily to improve the Form D filing process. The revisions to the Filer Manual reflect changes within Volume I entitled EDGAR Filer Manual, Volume I: “General Information,” Version 6 (March 2009) and Volume II entitled EDGAR Filer Manual, Volume II: “EDGAR Filing,” Version 11 (March 2009). The updated manual will be incorporated by reference into the Code of Federal Regulations.

DATES:

Effective Date: April 23, 2009. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of April 23, 2009.

FOR FURTHER INFORMATION CONTACT:

In the Office of Information Technology, contact Rick Heroux, at [phone]; in the Office of Interactive Disclosure for questions concerning the XBRL/Interactive Data and the 2008 Mutual Fund Risk/Return Summary Taxonomy contact Jeffrey Naumann, Assistant Director of the Office of Interactive Disclosure, at [phone]; in the Division of Corporation Finance, for questions on saving a partially completed Form D filing, minor Form D screen changes, and the ability to attach a PDF document to a Form ID submission contact Cecile Peters, Chief, Office of Information Technology, at [phone]; Office of Disclosure Regulation, at [phone]; and for the removal of submission form types 497K1, 497K2, 497K3A and 497K3B, the new submission form type 497K or N-4 filings, contact Ruth Armfield Sanders, Senior Special Counsel, Office of Legal and Disclosure, at [phone]; and in the Division of Trading and Markets for the addition of the Office of Thrift Supervision (OTS) as a new Appropriate Regulatory Agency (ARA) on InfoPath Forms TA-1 and TA-1/A and the ability to use an older version of the InfoPath Forms TA-1 and TA-1/A after they have been updated contact Catherine Moore, Special Counsel, Office of Clearance and Settlement, at [phone].

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 ^[2] and the Online Forms/XML Web site.

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]

The EDGAR system was upgraded to Release 9.15.1 on March 16, 2009 to improve the Form D filing process by allowing filers to save a partially completed Form D filing offline to a designated location on their computer. The file generated can be used at a later date to complete the Form D submission. The Form D online application can be accessed from the EDGAR OnlineForms/XML Web site (https://www.onlineforms.edgarfiling.sec.gov) by logging in and selecting the “File Form D” link. Filers can also log in by clicking the “Would you like to File a Form D?” link from the EDGAR Portal Web site (http://www.portal.edgarfiling.sec.gov). Minor Form D screen elements and functionality will be updated. The changes will be as follows:

• Issuer(s) Information screen: Wording will be changed from “Primary Filing Issuer's Information:” to “Issuer(s) Identified in the Filing”
• Item 1—Issuer's Identity: The order of the choices for “Year of Incorporation/Organization” will be changed so that “Over Five Years Ago” appears first and “Yet to be Formed” is last
• Item 1—Issuer's Identity: The “Previous Name” field will default to None
• Item 6—Federal Exemption(s) and Exclusion(s) Claimed: Help text will be displayed when the filer hovers over the “Securities Act Section 4 (6)” label with their mouse
• Item 6—Federal Exemption(s) and Exclusion(s) Claimed:—If the filer has chosen “Investment Company Act Section 3(c)” under Item 6, the system shall pre-populate the “Pooled Investment Fund Interests” option under Item 9. The filer will have the option of retaining the “Investment Company Act Section 3(C)” option if the “Pooled Investment Fund Interests” option is deselected.
• Item 12—Sales Compensation: The State(s) of Solicitation list will be limited to U.S. States and U.S. Territories
• Item 13—Offering and Sales Amounts: The “Total Remaining to be Sold” calculation will be performed before the filer leaves the screen
• Signature and Submission Screen: The “I also am a duly authorized representative of the other identified issuer(s) in Item 1 above and authorized to sign on their behalf” checkbox will only be visible when there is more that one issuer
• Signature and Submission Screen: The following language will be inserted directly above the signature block; “For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.”

The online Form ID application process was updated to allow filers to attach a scanned notarized authentication PDF document to the Form ID submission as an alternative to faxing the document (does not apply to updating passcodes or converting to an electronic filer). Filers can complete a fillable PDF version of the Form ID document that can be found on the SEC's public Web site. Once completed, the fillable PDF can be printed, signed, notarized, scanned and attached to your electronic Form ID application. Filers can continue to fax their authentication document if desired.

A new EDGAR submission form type 497K was added for the Summary Prospectus effective March 31, 2009. It cannot be filed before that date. Also, effective March 31, 2009, EDGAR submission form types 497K1, 497K2, 497K3A and 497K3B will be removed as of close of business (5:30 PM EST) March 30, 2009.

EDGAR will not accept XBRL submissions that include both EX-100 and EX-101 exhibit types within the same submission. XBRL submissions must use either EX-100 or EX-101. For investment companies submitting under the voluntary program, only document type EX-100 may be used.

N-4 filings will no longer be suspended if the company does not have an 811 file number and is adding series and classes in their N-4 filing.

Notices and orders related to form type 40-8F-2 will be added to EDGAR.

The Office of Thrift Supervision (OTS) was added as an Appropriate Regulatory Agency (ARA) on EDGARLite Forms TA-1 and TA-1/A. In addition TA-1 filers can use older versions of the EDGARLite Forms TA-1 and TA-1/A after they've been updated to a new version as long as the older form version contains all required fields. If the older form version does not include all of the required fields, the submission will be suspended and a version that contains all required fields must be used.

Revisions were also made to support the 2008 Mutual Fund Risk/Return Summary Taxonomy.

Chapter 6 (Interactive Data) of the EDGAR Filer Manual, Volume II—EDGAR Filing, has been updated to make clarifications to the instructions on XBRL/Interactive Data tagging.

EDGARLink submission template 3 was updated to add submission form type 497K. It is highly recommended that filers download, install, and use the new EDGARLink software and submission template to ensure that submissions will be processed successfully. Previous versions of the templates may not work properly. Notice of the update has previously been provided on the EDGAR Filing Web site and on the Commission's public Web site. The discrete updates are reflected on the EDGAR Filing Web site and in the updated Filer Manual, Volume II.

It is anticipated that the EDGAR system will be upgraded to Release 9.15.2 in the third quarter of fiscal year 2009. Within this minor release, EDGAR will be modified to support the validation of submission type SH-ER information table XML documents against the schema documents provided in the EDGAR Submission Type SH-ER Information Table XML Technical Specification posted on http://www.sec.gov.info/​edgar.shtml.

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).^[5] It follows that the requirements of the Regulatory Flexibility Act ^[6] do not apply.

The effective date for the updated Filer Manual and the rule amendments is April 23, 2009. 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 9.15.1 became available on March 16, 2009. 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.

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]

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

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), 78 l, 78m, 78n, 78o(d), 78w(a), 78 ll, 80a-6(c), 80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350

* * * * *

2. Section 232.301 is revised to read as follows:

§ 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 6 (March 2009). The requirements for filing on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: “EDGAR Filing,” Version 11 (March 2009). 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, 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 16, 2009.

Elizabeth M. Murphy,

Secretary.

Footnotes

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 April 16, 2009. See Release No. 33-9022 (April 8, 2009).

2.  This is the filer assistance software we provide filers filing on the EDGAR system.

3.  See Rule 301 of Regulation S-T (17 CFR 232.301).

4.  See Release No. 33-9022 (April 8, 2009) in which we implemented EDGAR Release 9.14. For a complete history of Filer Manual rules, please see the cites therein.

5.  5 U.S.C. 553(b).

6.  5 U.S.C. 601-612.

7.  5 U.S.C. 553(d)(3).

8.  15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).

9.  15 U.S.C. 78c, 78 l, 78m, 78n, 78o, 78w, and 78 ll.

10.  15 U.S.C. 77sss.

11.  15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.