Adoption of Updated EDGAR Filer Manual, 54943-54945 [E8-22391]
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Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Rules and Regulations
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Part 232
[Release Nos. 33–8956; 34–58584; 39–2458;
IC–28381]
Adoption of Updated EDGAR Filer
Manual
Securities and Exchange
Commission.
ACTION: Final rule.
rwilkins on PROD1PC63 with RULES
AGENCY:
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 rule amendments made to
mandate the electronic filing of
information required by Securities Act
of 1933 Form D with the
implementation of a new Form D online
application.
In addition, the revisions also include
updates to submission types PREM14A,
DEFM14A, PREM14C and DEFM14C to
correctly process series and class
identifiers; updates to the EDGAR
company name conformance rules;
updates to the EDGARLite Form TA–2
(Annual Report of Transfer Agent
activities filed pursuant to the Securities
Exchange Act of 1934) to correct the
OMB expiration date displayed on the
printed blank form, to correct the order
that the response fields for Question
1(h) (Full Name of Registrant as stated
in Question 3 of Form TA–1) and
Question 3(a) (Registrants Appropriate
Regulatory Agency) are displayed on the
printed blank form, to make a response
to Question 11(a)(i) (Date of Database
Search) optional and to prevent the
submission of invalid ASCII characters;
updates to the EDGAR processing of
series and classes co-registrant filings;
and the incorporation of the final U.S.
GAAP Taxonomies 1.0 into EDGAR.
The revisions to the Filer Manual
reflect changes within Volume I entitled
EDGAR Filer Manual, Volume I:
‘‘General Information,’’ Version 5
(September 2008) and Volume II
entitled EDGAR Filer Manual, Volume
II: ‘‘EDGAR Filing,’’ Version 9
(September 2008). The updated manual
will be incorporated by reference into
the Code of Federal Regulations.
DATES: Effective Date: September 24,
2008. The incorporation by reference of
the EDGAR Filer Manual is approved by
the Director of the Federal Register as of
September 24, 2008.
FOR FURTHER INFORMATION CONTACT: In
the Office of Information Technology,
VerDate Aug<31>2005
16:28 Sep 23, 2008
Jkt 214001
Rick Heroux, Assistant Director of the
EDGAR Program Office, at (202) 551–
8800; in the Division of Corporation
Finance for questions regarding the
electronic filing and revision of Form D,
contact Gerald J. Laporte, Chief, or
Corey A. Jennings, Attorney-Advisor,
Office of Small Business Policy at (202)
551–3460; in the Division of Trading
and Markets for questions concerning
updates to Form TA–2, contact
Catherine Moore, Special Counsel,
Office of Clearance and Settlement, at
(202) 551–5710; in the Division of
Investment Management for questions
regarding co-registrant filing of series
and classes (contracts), contact Ruth
Armfield Sanders, Senior Special
Counsel, Office of Legal and Disclosure,
at (202) 551–6989; and in the Office of
Interactive Disclosure, for questions
concerning XBRL filings contact Jeffrey
W. Naumann, Assistant Director of the
Office of Interactive Disclosure, at (202)
551–5352.
SUPPLEMENTARY INFORMATION: Today 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 should consult the Filer
Manual in conjunction with our rules
governing mandated electronic filing
when preparing documents for
electronic submission.4
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 June 12, 2008. See Release No. 33–8926
(June 4, 2008) [73 FR 33298].
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 Nos. 33–6977 (February 23, 1993)
[58 FR 14628], IC–19284 (February 23, 1993) [58 FR
14848], 35–25746 (February 23, 1993) [58 FR
14999], and 33–6980 (February 23, 1993) [58 FR
15009] in which we comprehensively discuss the
rules we adopted to govern mandated electronic
filing. See also Release No. 33–7122 (December 19,
1994) [59 FR 67752], in which we made the EDGAR
rules final and applicable to all domestic
registrants; Release No. 33–7427 (July 1, 1997) [62
FR 36450], in which we adopted minor
amendments to the EDGAR rules; Release No. 33–
7472 (October 24, 1997) [62 FR 58647], in which
we announced that, as of January 1, 1998, we would
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54943
In support of the adopted rule
amendments mandating the electronic
filing of information required by
Securities Act of 1933 Form D 5 through
the Internet, EDGAR Release 9.13 will
be implemented on September 15, 2008.
EDGAR Release 9.13 will implement a
new Form D online application that will
allow filers to create and submit Form
D and Form D amendment filings
electronically to the Commission. 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 (https://
www.portal.edgarfiling.sec.gov).
Use of the new Form D online
application requires EDGAR access
codes (e.g., CIK (filer ID number), CCC
(filer ID number confirmation code) and
password). Filers that have a CIK, but
have previously filed with the
Commission in paper only must use the
‘‘Convert Paper Only Filer to Electronic
Filer’’ function on the EDGAR Filer
Management Web site
(https://www.filermanagement.edgar
filing.sec.gov) to be converted to an
not accept in paper filings that we require filers to
submit electronically; Release No. 34–40934
(January 12, 1999) [64 FR 2843], in which we made
mandatory the electronic filing of Form 13F;
Release No. 33–7684 (May 17, 1999) [64 FR 27888],
in which we adopted amendments to implement
the first stage of EDGAR modernization; Release No.
33–7855 (April 24, 2000) [65 FR 24788], in which
we implemented EDGAR Release 7.0; Release No.
33–7999 (August 7, 2001) [66 FR 42941], in which
we implemented EDGAR Release 7.5; Release No.
33–8007 (September 24, 2001) [66 FR 49829], in
which we implemented EDGAR Release 8.0;
Release No. 33–8224 (April 30, 2003) [68 FR 24345],
in which we implemented EDGAR Release 8.5;
Release Nos. 33–8255 (July 22, 2003) [68 FR 44876]
and 33–8255A (September 4, 2003) [68 FR 53289]
in which we implemented EDGAR Release 8.6;
Release No. 33–8409 (April 19, 2004) [69 FR 21954]
in which we implemented EDGAR Release 8.7;
Release No. 33–8454 (August 6, 2004) [69 FR 49803]
in which we implemented EDGAR Release 8.8;
Release No. 33–8528 (February 3, 2005) [70 FR
6573] in which we implemented EDGAR Release
8.10; Release No. 33–8573 (May 19, 2005) [70 FR
30899] in which we implemented EDGAR Release
9.0; Release No. 33–8612 (September 21, 2005) [70
FR 57130] in which the Commission granted the
authorization to publish the release adopting the
reorganized EDGAR Filer Manual; Release No. 33–
8633 (November 1, 2005) [70 FR 67350] in which
we implemented EDGAR Release 9.2; Release No.
33–8656 (January 27, 2006) [71 FR 5596] in which
we implemented EDGAR Release 9.3; Release No.
33–8834 (August 15, 2007) [72 FR 46559] in which
we implemented EDGAR Release 9.7; Release No.
33–8922 (May 30, 2008) [73 FR 33002] in which we
implemented EDGAR Release 9.8 and Release 9.9;
and Release No. 33–8926 (June 4, 2008) [73 FR
33298] in which we implemented EDGAR Release
9.10.
5 See Release No. 33-8891 (February 6, 2008) [73
FR 10592].
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Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Rules and Regulations
electronic filer prior to using the Form
D application (See EDGAR Filer
Manual—Volume I, section 3.3.1 for
details). For those filers that have never
been assigned a CIK, they must apply
for EDGAR access codes via the EDGAR
Filer Management Web site (See EDGAR
Filer Manual—Volume I, section 3.2 for
details) prior to using the new Form D
online application.
EDGAR Release 9.13 will include
updates to submission types PREM14A,
DEFM14A, PREM14C and DEFM14C to
correctly process series and class
identifiers. Target funds that are series
and class investment companies must
use these submission types for those
proxy mergers for which the acquiring
fund does not file a registration
statement on Form N–14; PREM14A,
DEFM14A, PREM14C and DEFM14C
must include the relevant series and
class identifiers for both the target and
the acquiring fund (if in existence).
Filers must download the updated
EDGARLink Submission Template 2 to
ensure PREM14A, DEFM14A, PREM14C
and DEFM14C submissions are
processed successfully.
The EDGAR conformed name values
applied to the following words have
been updated (See EDGAR Filer
Manual—Volume I, Appendix C, section
C.5 for details).
Original value
rwilkins on PROD1PC63 with RULES
Company ................................
Corporation .............................
Incorporated ...........................
Incorporation ...........................
Limited ....................................
Conformed
value as of
EDGAR
release 9.13
Co.
Corp.
Inc.
Inc.
Ltd.
The EDGARLite Form TA–2 (Annual
Report of Transfer Agent activities filed
pursuant to the Securities Exchange Act
of 1934) is being updated to correct two
errors that occur when the ‘‘Check to
show blank form for printing’’ option is
checked on the form: (1) The OMB
expiration date displayed will be
corrected to be ‘‘September 30, 2009’’
and (2) the response fields for Question
1(h) (Full Name of Registrant as stated
in Question 3 of Form TA–1) and
Question 3(a) (Registrants Appropriate
Regulatory Agency) will be correctly
displayed under the appropriate
question. Note that the OMB expiration
date and Questions 3(a) and 1(h) display
correctly on the EDGARLite TA–2
submission template if the ‘‘Check to
show blank form for printing’’ option is
not selected. Form TA–2 will also be
updated to make Question 11(a)(i) (Date
of Database Search) optional. Data fields
on Form TA–2 that allow the entry of
VerDate Aug<31>2005
16:28 Sep 23, 2008
Jkt 214001
text were updated to accept only valid
ASCII characters (See EDGAR Filer
Manual—Volume II, sections 5.2.1.1 and
5.2.1.2 for details). Filers must
download the updated EDGARLite TA–
2 Submission Template from the
EDGAR OnlineForms Web site to ensure
that TA–2 submissions will be
processed successfully. Previous
versions of the templates will not work
properly.
EDGAR Release 9.12, implemented on
June 23, 2008, updated EDGAR
processing for all submission types that
require series and class (contract)
identifiers to suspend co-registrant
filings unless at least one series and one
class (contract) identifier associated
with the respective co-registrant CIK is
included in the submission for each
respective co-registrant (i.e., the filing
must include at least one series and
class (contract) identifier for the primary
co-registrant and at least one series and
class (contract) identifier for each of the
other co-registrants); increased the
maximum number of co-registrants
acceptable per submission to 999; and
incorporated the final US GAAP
Taxonomies version 1.0 into EDGAR.
Notice of the updates has previously
been provided on the EDGAR Filing and
OnlineForms/XML Filing Web site and
on the Commission’s public Web sites.
The discrete updates are reflected on the
EDGAR OnlineForms/XML Filing Web
site and in the updated Filer Manual,
Volume I and Volume II.
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,
Securities and Exchange Commission,
100 F Street, NE., Room 1580,
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
https://www.sec.gov/info/edgar.shtml.
You may also obtain copies from
Thomson Financial, the paper
document contractor for the
Commission, at (800) 638–8241.
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
65
PO 00000
U.S.C. 553(b).
Frm 00014
Fmt 4700
Sfmt 4700
the requirements of the Regulatory
Flexibility Act 7 do not apply.
The effective date for the updated
Filer Manual and the rule amendments
is September 24, 2008. 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 9.13 is scheduled to become
available on September 15, 2008. 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
1933,9 sections 3, 12, 13, 14, 15, 23, and
35A of the Exchange Act,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
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), 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.
*
*
*
*
*
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
75
U.S.C. 601–612.
U.S.C. 553(d)(3).
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.
85
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Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Rules and Regulations
Filer and updating company data are set
forth in the updated EDGAR Filer
Manual, Volume I: ‘‘General
Information,’’ Version 5 (September
2008). The requirements for filing on
EDGAR are set forth in the updated
EDGAR Filer Manual, Volume II:
‘‘EDGAR Filing,’’ Version 9 (September
2008). 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, Securities and Exchange
Commission, 100 F Street, NE., Room
1580, Washington, DC 20549, on official
business days between the hours of 10
am and 3 p.m., or by calling Thomson
Financial at (800) 638–8241. Electronic
copies are available on the
Commission’s Web site. The address for
the Filer Manual is https://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: https://www.archives.gov/
federal_register/
code_of_federal_regulations/
ibr_locations.html.
Dated: September 18, 2008.
By the Commission.
BILLING CODE 8010–01–P
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[TD 9321]
RIN 1545–BE79
rwilkins on PROD1PC63 with RULES
Application of Section 409A to
Nonqualified Deferred Compensation
Plans; Correction
Internal Revenue Service (IRS),
Treasury.
ACTION: Correcting amendment.
AGENCY:
SUMMARY: This document contains
corrections to final regulations (TD
16:28 Sep 23, 2008
Background
The final regulations that are subject
to this document are under section
409A of the Internal Revenue Code.
Need for Correction
As published, final regulations (TD
9321) contain errors that may prove to
be misleading and are in need of
clarification.
List of Subjects in 26 CFR Part 1
Income taxes, Reporting and
recordkeeping requirements.
Correction of Publication
Accordingly, 26 CFR part 1 is
corrected by making the following
correcting amendment.
■
PART 1—INCOME TAXES
Paragraph 1. The authority citation
for part 1 continues to read as follows:
■
Authority: 26 U.S.C. 7805 * * *
■ Par. 2. Section 1.409A–6, paragraph
(a)(3)(i) is revised to read as follows:
§ 1.409A–6 Application of section 409A
and effective dates.
*
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8–22391 Filed 9–23–08; 8:45 am]
VerDate Aug<31>2005
9321) which were published in the
Federal Register on April 17, 2007 (72
FR 19323). The final regulations relate
to section 409A and nonqualified
deferred compensation plans.
DATES: This correction is effective
September 24, 2008, and applicable on
April 17, 2007.
FOR FURTHER INFORMATION: Guy R.
Traynor, (202) 622–3693 (not a toll-free
number).
SUPPLEMENTARY INFORMATION:
Jkt 214001
*
*
*
*
(a) * * *
(3) * * *
(i) Nonaccount balance plans. The
amount of compensation deferred before
January 1, 2005, under a nonqualified
deferred compensation plan that is a
nonaccount balance plan (as defined in
§ 1.409A–1(c)(2)(i)(C)), equals the
present value of the amount to which
the service provider would have been
entitled under the plan if the service
provider voluntarily terminated services
without cause on December 31, 2004,
and received a payment of the benefits
available from the plan on the earliest
possible date allowed under the plan to
receive a payment of benefits following
the termination of services, and received
the benefits in the form with the
maximum value.
Notwithstanding the foregoing, for
any subsequent taxable year of the
service provider, the grandfathered
amount may increase to equal the
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54945
present value of the benefit the service
provider actually becomes entitled to, in
the form and at the time actually paid,
determined under the terms of the plan
(including applicable limits under the
Internal Revenue Code), as in effect on
October 3, 2004, without regard to any
further services rendered by the service
provider after December 31, 2004, or
any other events affecting the amount of
or the entitlement to benefits (other than
a participant election with respect to the
time or form of an available benefit). For
purposes of calculation the present
value of a benefit under this paragraph
(c)(3)(i), reasonable actuarial
assumptions and methods must be used.
Whether assumptions and methods are
reasonable for this purpose is
determined as of each date the benefit
is valued for purposes of determining
the grandfathered benefit, provided that
any reasonable actuarial assumptions
and methods that were used by the
service recipient with respect to such
benefit as of December 31, 2004, will
continue to be treated as reasonable
assumptions and methods for purposes
of calculating the grandfathered benefit.
Actuarial assumptions and methods
will be presumed reasonable if they are
the same as those used to value benefits
under a qualified plan sponsored by the
service recipient the benefits under
which are part of the benefit formula
under, or otherwise impact the amount
of benefits under, the nonaccount
balance nonqualified deferred
compensation plan.
*
*
*
*
*
Guy R. Traynor,
Federal Register Liaison, Legal Processing
Division, Associate Chief Counsel (Procedure
and Administration).
[FR Doc. E8–22383 Filed 9–23–08; 8:45 am]
BILLING CODE 4830–01–P
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[TD 9422]
RIN 1545–BE95
S Corporation Guidance Under AJCA
of 2004 and GOZA of 2005; Correction
Internal Revenue Service (IRS),
Treasury.
ACTION: Correction to final regulations.
AGENCY:
SUMMARY: This document contains a
correction to final regulations (TD 9422)
that were published in the Federal
Register on Thursday, August 14, 2008
(73 FR 47526) providing guidance
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]]>Agencies
[Federal Register Volume 73, Number 186 (Wednesday, September 24, 2008)]
[Rules and Regulations]
[Pages 54943-54945]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-22391]
[[Page 54943]]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-8956; 34-58584; 39-2458; IC-28381]
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 are being made primarily to support the rule
amendments made to mandate the electronic filing of information
required by Securities Act of 1933 Form D with the implementation of a
new Form D online application.
In addition, the revisions also include updates to submission types
PREM14A, DEFM14A, PREM14C and DEFM14C to correctly process series and
class identifiers; updates to the EDGAR company name conformance rules;
updates to the EDGARLite Form TA-2 (Annual Report of Transfer Agent
activities filed pursuant to the Securities Exchange Act of 1934) to
correct the OMB expiration date displayed on the printed blank form, to
correct the order that the response fields for Question 1(h) (Full Name
of Registrant as stated in Question 3 of Form TA-1) and Question 3(a)
(Registrants Appropriate Regulatory Agency) are displayed on the
printed blank form, to make a response to Question 11(a)(i) (Date of
Database Search) optional and to prevent the submission of invalid
ASCII characters; updates to the EDGAR processing of series and classes
co-registrant filings; and the incorporation of the final U.S. GAAP
Taxonomies 1.0 into EDGAR.
The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
5 (September 2008) and Volume II entitled EDGAR Filer Manual, Volume
II: ``EDGAR Filing,'' Version 9 (September 2008). The updated manual
will be incorporated by reference into the Code of Federal Regulations.
DATES: Effective Date: September 24, 2008. The incorporation by
reference of the EDGAR Filer Manual is approved by the Director of the
Federal Register as of September 24, 2008.
FOR FURTHER INFORMATION CONTACT: In the Office of Information
Technology, Rick Heroux, Assistant Director of the EDGAR Program
Office, at (202) 551-8800; in the Division of Corporation Finance for
questions regarding the electronic filing and revision of Form D,
contact Gerald J. Laporte, Chief, or Corey A. Jennings, Attorney-
Advisor, Office of Small Business Policy at (202) 551-3460; in the
Division of Trading and Markets for questions concerning updates to
Form TA-2, contact Catherine Moore, Special Counsel, Office of
Clearance and Settlement, at (202) 551-5710; in the Division of
Investment Management for questions regarding co-registrant filing of
series and classes (contracts), contact Ruth Armfield Sanders, Senior
Special Counsel, Office of Legal and Disclosure, at (202) 551-6989; and
in the Office of Interactive Disclosure, for questions concerning XBRL
filings contact Jeffrey W. Naumann, Assistant Director of the Office of
Interactive Disclosure, at (202) 551-5352.
SUPPLEMENTARY INFORMATION: Today 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.
---------------------------------------------------------------------------
\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 June 12, 2008. See Release No. 33-8926 (June 4,
2008) [73 FR 33298].
\2\ This is the filer assistance software we provide filers
filing on the EDGAR system.
---------------------------------------------------------------------------
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 should consult the Filer Manual in conjunction with
our rules governing mandated electronic filing when preparing documents
for electronic submission.\4\
---------------------------------------------------------------------------
\3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\4\ See Release Nos. 33-6977 (February 23, 1993) [58 FR 14628],
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23,
1993) [58 FR 14999], and 33-6980 (February 23, 1993) [58 FR 15009]
in which we comprehensively discuss the rules we adopted to govern
mandated electronic filing. See also Release No. 33-7122 (December
19, 1994) [59 FR 67752], in which we made the EDGAR rules final and
applicable to all domestic registrants; Release No. 33-7427 (July 1,
1997) [62 FR 36450], in which we adopted minor amendments to the
EDGAR rules; Release No. 33-7472 (October 24, 1997) [62 FR 58647],
in which we announced that, as of January 1, 1998, we would not
accept in paper filings that we require filers to submit
electronically; Release No. 34-40934 (January 12, 1999) [64 FR
2843], in which we made mandatory the electronic filing of Form 13F;
Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we
adopted amendments to implement the first stage of EDGAR
modernization; Release No. 33-7855 (April 24, 2000) [65 FR 24788],
in which we implemented EDGAR Release 7.0; Release No. 33-7999
(August 7, 2001) [66 FR 42941], in which we implemented EDGAR
Release 7.5; Release No. 33-8007 (September 24, 2001) [66 FR 49829],
in which we implemented EDGAR Release 8.0; Release No. 33-8224
(April 30, 2003) [68 FR 24345], in which we implemented EDGAR
Release 8.5; Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and
33-8255A (September 4, 2003) [68 FR 53289] in which we implemented
EDGAR Release 8.6; Release No. 33-8409 (April 19, 2004) [69 FR
21954] in which we implemented EDGAR Release 8.7; Release No. 33-
8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR
Release 8.8; Release No. 33-8528 (February 3, 2005) [70 FR 6573] in
which we implemented EDGAR Release 8.10; Release No. 33-8573 (May
19, 2005) [70 FR 30899] in which we implemented EDGAR Release 9.0;
Release No. 33-8612 (September 21, 2005) [70 FR 57130] in which the
Commission granted the authorization to publish the release adopting
the reorganized EDGAR Filer Manual; Release No. 33-8633 (November 1,
2005) [70 FR 67350] in which we implemented EDGAR Release 9.2;
Release No. 33-8656 (January 27, 2006) [71 FR 5596] in which we
implemented EDGAR Release 9.3; Release No. 33-8834 (August 15, 2007)
[72 FR 46559] in which we implemented EDGAR Release 9.7; Release No.
33-8922 (May 30, 2008) [73 FR 33002] in which we implemented EDGAR
Release 9.8 and Release 9.9; and Release No. 33-8926 (June 4, 2008)
[73 FR 33298] in which we implemented EDGAR Release 9.10.
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In support of the adopted rule amendments mandating the electronic
filing of information required by Securities Act of 1933 Form D \5\
through the Internet, EDGAR Release 9.13 will be implemented on
September 15, 2008. EDGAR Release 9.13 will implement a new Form D
online application that will allow filers to create and submit Form D
and Form D amendment filings electronically to the Commission. 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 (https://www.portal.edgarfiling.sec.gov).
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\5\ See Release No. 33-8891 (February 6, 2008) [73 FR 10592].
---------------------------------------------------------------------------
Use of the new Form D online application requires EDGAR access
codes (e.g., CIK (filer ID number), CCC (filer ID number confirmation
code) and password). Filers that have a CIK, but have previously filed
with the Commission in paper only must use the ``Convert Paper Only
Filer to Electronic Filer'' function on the EDGAR Filer Management Web
site (https://www.filermanagement.edgarfiling.sec.gov) to be converted
to an
[[Page 54944]]
electronic filer prior to using the Form D application (See EDGAR Filer
Manual--Volume I, section 3.3.1 for details). For those filers that
have never been assigned a CIK, they must apply for EDGAR access codes
via the EDGAR Filer Management Web site (See EDGAR Filer Manual--Volume
I, section 3.2 for details) prior to using the new Form D online
application.
EDGAR Release 9.13 will include updates to submission types
PREM14A, DEFM14A, PREM14C and DEFM14C to correctly process series and
class identifiers. Target funds that are series and class investment
companies must use these submission types for those proxy mergers for
which the acquiring fund does not file a registration statement on Form
N-14; PREM14A, DEFM14A, PREM14C and DEFM14C must include the relevant
series and class identifiers for both the target and the acquiring fund
(if in existence). Filers must download the updated EDGARLink
Submission Template 2 to ensure PREM14A, DEFM14A, PREM14C and DEFM14C
submissions are processed successfully.
The EDGAR conformed name values applied to the following words have
been updated (See EDGAR Filer Manual--Volume I, Appendix C, section C.5
for details).
------------------------------------------------------------------------
Conformed value as of EDGAR
Original value release 9.13
------------------------------------------------------------------------
Company................................... Co.
Corporation............................... Corp.
Incorporated.............................. Inc.
Incorporation............................. Inc.
Limited................................... Ltd.
------------------------------------------------------------------------
The EDGARLite Form TA-2 (Annual Report of Transfer Agent activities
filed pursuant to the Securities Exchange Act of 1934) is being updated
to correct two errors that occur when the ``Check to show blank form
for printing'' option is checked on the form: (1) The OMB expiration
date displayed will be corrected to be ``September 30, 2009'' and (2)
the response fields for Question 1(h) (Full Name of Registrant as
stated in Question 3 of Form TA-1) and Question 3(a) (Registrants
Appropriate Regulatory Agency) will be correctly displayed under the
appropriate question. Note that the OMB expiration date and Questions
3(a) and 1(h) display correctly on the EDGARLite TA-2 submission
template if the ``Check to show blank form for printing'' option is not
selected. Form TA-2 will also be updated to make Question 11(a)(i)
(Date of Database Search) optional. Data fields on Form TA-2 that allow
the entry of text were updated to accept only valid ASCII characters
(See EDGAR Filer Manual--Volume II, sections 5.2.1.1 and 5.2.1.2 for
details). Filers must download the updated EDGARLite TA-2 Submission
Template from the EDGAR OnlineForms Web site to ensure that TA-2
submissions will be processed successfully. Previous versions of the
templates will not work properly.
EDGAR Release 9.12, implemented on June 23, 2008, updated EDGAR
processing for all submission types that require series and class
(contract) identifiers to suspend co-registrant filings unless at least
one series and one class (contract) identifier associated with the
respective co-registrant CIK is included in the submission for each
respective co-registrant (i.e., the filing must include at least one
series and class (contract) identifier for the primary co-registrant
and at least one series and class (contract) identifier for each of the
other co-registrants); increased the maximum number of co-registrants
acceptable per submission to 999; and incorporated the final US GAAP
Taxonomies version 1.0 into EDGAR.
Notice of the updates has previously been provided on the EDGAR
Filing and OnlineForms/XML Filing Web site and on the Commission's
public Web sites. The discrete updates are reflected on the EDGAR
OnlineForms/XML Filing Web site and in the updated Filer Manual, Volume
I and Volume II.
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, Securities and Exchange
Commission, 100 F Street, NE., Room 1580, 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 https://www.sec.gov/info/edgar.shtml. You may
also obtain copies from Thomson Financial, the paper document
contractor for the Commission, at (800) 638-8241.
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.
---------------------------------------------------------------------------
The effective date for the updated Filer Manual and the rule
amendments is September 24, 2008. 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 9.13 is scheduled to become available on September 15, 2008.
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 Exchange Act,\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
0
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
[[Page 54945]]
Filer and updating company data are set forth in the updated EDGAR
Filer Manual, Volume I: ``General Information,'' Version 5 (September
2008). The requirements for filing on EDGAR are set forth in the
updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 9
(September 2008). 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, Securities and Exchange
Commission, 100 F Street, NE., Room 1580, Washington, DC 20549, on
official business days between the hours of 10 am and 3 p.m., or by
calling Thomson Financial at (800) 638-8241. Electronic copies are
available on the Commission's Web site. The address for the Filer
Manual is https://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: https://www.archives.gov/federal_register/
code_of_federal_regulations/ibr_locations.html.
Dated: September 18, 2008.
By the Commission.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8-22391 Filed 9-23-08; 8:45 am]
BILLING CODE 8010-01-P
