DRAFT EDGAR Filer Manual (Volume II)
This draft Filer Manual, posted before Commission approval of potential regulatory changes in this release, is provided as a service to our filing community to assist filers, agents, and software developers prepare for potential changes the staff anticipates. Since this is a draft manual, the SEC retains the right to change any part of the manual before the new system release is made final. In addition, the final EDGAR Filer Manual (Volume II) (Version 17) is subject to Commission approval and may be revised before approval or not approved at all. Similarly, the posting of the draft manual does not indicate Commission approval of any pending proposed changes relating to the potential changes reflected in the draft manual. The final version of the manual will be made available as and if approved by the Commission, on the SEC's Public Website.
Changes to the DRAFT EDGAR Filing Manual (Volume II) - EDGAR Filing (Version 17) are being made to update the filer manual to reflect changes scheduled to be implemented on August 1, 2011.
On August 1, 2011, EDGAR Release 11.2 will introduce the following changes:
- The offline EDGARLink tool and the associated templates have been retired and will no longer be available. XFDL submissions created by the offline EDGARLink tool or those constructed by filers according to the EDGAR XFDL Technical Specification will no longer be accepted. The EDGARLink Online Application, available from the EDGAR Filing Website (https://www.edgarfiling.sec.gov/), must be used to file all submissions previously supported by the offline EDGARLink tool. Those filers that use the EDGAR XFDL Technical Specification to create filer-constructed submissions without the use of the EDGARLink tool, and wish to do the same outside of the EDGARLink Online Application, can do so by following the EDGARLink Online XML Technical Specification, available from the Information for EDGAR Filers web page (http://www.sec.gov/info/edgar.shtml).
- New submission form types 13H, 13H-A, 13H-Q, 13H-I, 13H-T, and 13H-R will be added to the EDGAR Filing Website and will be available for use if the Commission adopts a final rule associated with Proposing Release No.34-61908. If adopted by the Commission, the submission form types will be accessed by selecting the "File 13H" link on the EDGAR Filing Website. These non-public submissions will not be disseminated by EDGAR.
- New submission form types N-PX-CR, N-PX-FM, N-PX-NT, N-PX-VR and their amendments will be available on EDGARLink Online. These submission types will be available for live filings November 1, 2011, or later, pending additional Commission rule making related to the amendments to Form N-PX.
- EDGARLink Online submission form types N-PX and N-PX/A, will no longer support co-registrants. The N-PX and N-PX/A submissions will be suspended unless the filer's reporting file number is an 811- file number.
- Appendix G has been revised to give clearer guidance to Form 13F filers to facilitate the correct preparation, assembling, and submission of these filings.
- Submission form type N-MFP and its variants have been updated as follows:
- "Item 5" (Name/Identity of Administrator) and "Item 6" (Name/Identity of Transfer Agent) will now be required, allowing "None" as an acceptable value.
- The "Report Date" can be the last business day of the month or any calendar day of the month after the last business day of the month; previously, the "Report Date" had to be the last business day of the month.
- Form N-MFP submissions will be disseminated 60 calendar days after the last calendar day of the Report Date month; previously, they were disseminated 60 calendar days after the Report Date listed in the submission.
- The maximum size of an EDGARLink Online submission, including all attached documents, has been increased to 200 MB.
- The OMB expiration date on Forms 3, 4, 5, and 25-NSE will be updated. The OMB expiration dates on Forms 3 and 4 will be updated to November 30, 2011; Form 5 will be updated to January 31, 2014; Form 25-NSE will be updated to January 31, 2012.
- The direct dial (Point-to-Point Protocol) transmission method will be terminated. Filers will not be able to use the Point-to-Point Protocol to transmit submissions to the EDGAR Filing Website.
- Filers may now select additional applicant types when completing the Form ID to apply for EDGAR access codes. The new applicant types are:
- Institutional Investment Manager (Form 13F Filer)
- Investment Company (or insurance product separate account) or Business Development Company
- Large Trader
- Non-Investment Company Applicant under the 1940 Act
The filer manual is also being revised to address changes previously made in EDGAR. On March 28, 2011, EDGAR Release 11.1 introduced the following changes:
- New 8-K Item 1.04 (Mine Safety - Reporting of Shutdowns and Patterns of Violations) was added to EDGARLink Online for submission form types 8-K, 8-K/A, 8-K 12B, 8-K 12B/A, 8-K 12G3, 8-K 12G3/A, 8-K 15D5, and 8-K 15D5/A. See Proposing Release No. 34-63548.
- New Exhibit Type EX-95 (Mine Safety Disclosure Exhibit) was added to EDGARLink Online for submission form types 10-K, 10-K/A, 10-KT, 10-KT/A, 10-Q, 10-Q/A, 10-QT, 10-QT/A, 20-F, 20-F/A, 40-F, and 40-F/A. See Proposing Release No.34-63548.
- Filers may upload the required notarized authentication document in Portable Document Format (PDF) when completing the process to "Convert Paper Only Filer to Electronic Filer" from the EDGAR Filer Management Website (https://www.filer management.edgarfiling.sec.gov).
- Because the Commission establishes a company record on EDGAR for approved Broker-Dealer Registration Applications and creates a Central Index Key (CIK) for that company, Broker-dealers, who may be required to file certain forms electronically on EDGAR, should complete the process to "Convert Paper Only Filer to Electronic Filer," from the EDGAR Filer Management website, instead of completing the Form ID (see EDGAR Filer Manual, Volume I, General Information for details). This is because the Form ID should be completed by those for which a CIK has not already been established on EDGAR. Once a Broker-Dealer has completed this process and received the necessary access codes, they will be able to file electronically on EDGAR.
On February 28, 2011, EDGAR Release 11.0 introduced the following changes:
You may download the DRAFT EDGAR Filing Manual (Volume II) — EDGAR Filing (Version 17) by clicking the following link. To assist filers in the identification of the draft changes, we have provided a redlined version of Volume II.