Federal Register, Volume 77 Issue 62 (Friday, March 30, 2012)

[Federal Register Volume 77, Number 62 (Friday, March 30, 2012)]
[Rules and Regulations]
[Pages 19077-19079]
From the Federal Register Online via the Government Printing 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