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DRAFT EDGAR Filer ManualVolume IIEDGAR Filing EDGARELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVALVersion 5May 2007
DRAFTMay 2007EDGAR Filer Manual (Volume II)
DRAFTNoticeThis draft Filer Manual, posted before Commission approval of potential regulatory changes inthis release, is provided as a service to our filing community to assist filers, agents, and softwaredevelopers prepare for potential changes the staff anticipates. Since this is a draft manual, theSEC retains the right to change any part of the manual before the new system release is madefinal. In addition, the final EDGAR Filer Manual (Volume II) is subject to Commission approvaland may be revised before approval or not approved at all. Similarly, the posting of the draftmanual does not indicate Commission approval of any pending proposed changes relating to thepotential changes reflected in the draft manual. The changes outlined in this draft manual, ifapproved, are scheduled to take effect on May 21, 2007. The final version of the manual will bemade available as and if approved by the Commission May 21, 2007, on the SEC's PublicWebsite.Use this EDGAR Filer Manual when making electronic filings with the United StatesSecurities and Exchange Commission (SEC or "Commission"). See Rule 301 of Regulation S-T.The EDGAR Filer Manual consists of three volumes. EDGAR Filer Manual (Volume I) GeneralInformation introduces the requirements for becoming an EDGAR Filer and maintainingEDGAR company information. EDGAR Filer Manual (Volume II) EDGAR Filing illustrates theprocess to submit an online filing. EDGAR Filer Manual (Volume III) N-SAR Supplement is aguide for preparing electronic submissions of Form N-SAR.For up-to-date information regarding filing-related topics, consult the following EDGARwebsites:-Information for EDGAR Filers (http://www.sec.gov/info/edgar.shtml)-EDGAR Gateway to submit filings (http://www.portal.edgarfiling.sec.gov)-EDGAR Company Database (http://www.edgarcompany.sec.gov).EDGAR and EDGARLink are registered trademarks of the Securities and ExchangeCommission. EDGARLite is a trademark of the Securities and Exchange Commission. Allother product brand names mentioned in this Filer Manual are trademarks or registeredtrademarks of their respective holders.Note: New EDGAR software releases include modifications to the EDGARLink software andEDGAR submission templates. Please download, install, and use the new EDGARLinksoftware and submission templates to ensure that submissions will be processedsuccessfully.To protect the privacy of our filing community, filers are asked not to include social securitynumbers in filings submitted to the Commission.EDGAR Filer Manual (Volume II)May 2007
DRAFTUpdates:As of June 26, 2006, the issuance of series and class identifiers was removed from the EDGARFiling Website’s “Retrieve/Edit Data - Enter Series and Classes (Contracts) Information” webpage. However, the EDGAR Filing Website’s “Retrieve/Edit Data - Enter Series and Classes(Contracts) Information” web page must still be used to maintain Series and Classes (Contracts)information such as name, status, and ticker symbol.Although the EDGAR updates described below have been made available to support the finalSEC rule changes referenced, because some were not final by the date EDGAR Release 9.5 wasimplemented (October 30, 2006), the associated updates to the EDGAR Filer Manual (VolumeII) EDGAR Filing had to be incorporated into the approval process with those changesanticipated for EDGAR Release 9.6 scheduled to take affect on May 21, 2007.On October 30, 2006, EDGAR Release 9.5 introduced the following changes: The modification of Form 10-K and Form 20-F to add an “Accelerated Filer Status”indicator to the header of electronic filingsThe modification of Form 10-K and Form 20-F is in support of Release No. 33-8644,Revisions To Accelerated Filer Definition And Accelerated Deadlines For FilingPeriodic Reports. It implements a required Accelerated Filer Status indicator in theEDGAR header for submission types 10-K, 10-K/A, 10-KT, 10-KT/A, 20-F and 20F/A; this indicator may take the values {“Large Accelerated Filer”, “AcceleratedFiler”, “Non-Accelerated Filer”} as defined in the [Rules] Release or “NotApplicable” (to be used for filings with a period that occurred before the acceleratedfiler definition went into effect). This indicator is supported in EDGARLinkSubmission Template #3. The modification of Form 15 to add a “Duty to File Reports Remains” indicator to theEDGAR header of electronic filingsThe modification of Form 15 included in the EDGAR header for submission types15-12B, 15-12B/A, 15-12G, 15-12G/A, 15-15D and 15-15D/A the information fromthe form related to “Duty to File Reports Remains”. The “Duty to File ReportsRemains” indicator is required, it may have a value of ‘Yes” or “No”, and it must bespecified for all registrants associated with a Form 15 filing. This indicator issupported in EDGARLink Submission Template #3. The addition of Form 15F for use by foreign private issuers in terminating aregistration of a class of securities under Section 12(g) of the Securities Exchange Actof 1934, or to suspend its duty to file reports under Section 15(d) of the SecuritiesExchange Act of 1934The addition of Form 15F was in support of Proposing Release No. 34-53020,Termination of a Foreign Private Issuer’s Registration of a Class of Securities underSection 12(g) and Duty to File Reports under Section 15(d) of the SecuritiesExchange Act of 1934. It implemented new submission types 15F-12B, 15F-12B/A,15F-12G, 15F-12G/A, 15F-15D and 15F-15D/A. (Note that these new submissiontypes include the ‘Duty to File Reports Remains” indicator as for Form 15.) TheseMay 2007EDGAR Filer Manual (Volume II)
DRAFTnew submission types were added to EDGARLink Submission Template #3 inanticipation of the final release. However, because this proposed rule did not becomefinal by the implementation date of Release 9.5, these submission form types couldnot be filed on EDGAR. The draft EDGAR Filer Manual (Volume II) “EDGARFiling” (Version 4) that included these anticipated changes could, therefore, not befinalized.On December 11, 2006, EDGAR Release 9.5.c introduced the following changes: The addition of electronic Transfer Agent Forms to be used for filing with the SEC(except for cases of Temporary or Continuing Hardship) in lieu of the equivalentpaper formsThe addition of electronic forms for the filing of registration, annual reporting andwithdrawal of registration of transfer agents is in support of amendments to Rules17Ac2-1, 17Ac2-2, and 17Ac3-1 (Release No. 34-54864, Electronic Filing ofTransfer Agent Forms). The EDGAR Release 9.5.c implemented electronicsubmission types TA-1, TA-1/A11, TA-2, TA-2/A and TA-W. The new submissiontypes are available from the EDGAR OnlineForms/XML Website as EDGARLitetemplates implemented under the Microsoft Office InfoPath 20032 program – itwill be is necessary to install InfoPath 2003 with at least Service Pack 1 on yourPC to use these templates. In addition, a new process for filing with the SEC wasimplemented at this time: If the Transfer Agent has previously filed with the SEC (and has a CIK), it mustuse the Convert Paper Only Filer to Electronic Filer functionality (Volume I,Section 3.3.1) on the EDGAR Filer Management Website to get access toEDGAR prior to making a filing with the SEC.When the SEC is the Transfer Agent’s Appropriate Regulatory Agency (ARA),the Transfer Agent must submit a TA-1/A filing to EDGAR electronically torefile its Form TA-1 information as previously filed and including anyamendments thereto. Transfer Agents who are registered with an ARA which isnot the SEC are not required to refile their Form TA-1 electronically in EDGAR. If the Transfer Agent has not previously filed with the SEC (i.e., it does not havea CIK), it must Apply for EDGAR Access via the EDGAR Filer ManagementWebsite (EDGAR Filer Manual, Volume I, Section 3.2) prior to making a filingwith the SEC.When the SEC is the Transfer Agent’s ARA, it must submit a TA-1 filing on EDGARin order to become registered as a Transfer Agent with the SEC.After completing the above steps (as appropriate), the Transfer Agent will be able toelectronically submit Form TA-2, Reporting Activities of Transfer Agents and Form12TA-1/A represents an amendment to a Form TA-1 which was previously submitted on EDGAR.Please note that the Filer may use InfoPath 2003 or InfoPath 2007.EDGAR Filer Manual (Volume II)May 2007
DRAFTTA-W, Notice of Withdrawal from Registration as a Transfer Agent, to the SEC onEDGAR.On May 21, 2007, EDGAR Release 9.6 introduces the following changes: Enabling the electronic filing of Form 15F including submission types 15F-12B, 15F12B/A, 15F-12G, 15F-12G/A, 15F-15D and 15F-15D/AThe enabling of the electronic filing of Form 15F is in support of Proposing ReleaseNo. 34-55540, Termination of a Foreign Private Issuer’s Registration of a Class ofSecurities under Section 12(g) and Duty to File Reports under Section 15(d) of theSecurities Exchange Act of 1934. It will allow new submission types 15F-12B, 15F12B/A, 15F-12G, 15F-12G/A, 15F-15D and 15F-15D/A to be filed on EDGAR.These new submission types were added to EDGARLink Submission Template #3.NOTE: Form 15F will become available for filing on EDGAR on June 4, 2007. Upgrading the EDGARLink Java Runtime Environment (JRE) to version 1.5The EDGARLink JRE will be upgraded from version 1.4 to version 1.5. Filers willbe required to download the updated version of the EDGARLink software and anytemplates that will be used for filing.On a date to be determined and pending Commission adoption, the following change will beintroduced: Expanding the current interactive data/eXtensible Business Reporting Language(XBRL) voluntary reporting program to enable mutual funds to submit exhibitscontaining tagged risk/return summary information attached to N-1A submissiontypesExpanding the current interactive data/ XBRL voluntary reporting program to enablemutual funds voluntarily to submit supplemental tagged information contained in therisk/return summary section of their prospectuses on submission type N-1A is insupport of [Proposing Release No. 33-8781], Extension of Interactive Data VoluntaryReporting Program on the Edgar System to Include Mutual Fund Risk/ReturnSummary Information. The risk/return summary information should be tagged usingthe Investment Company Institute (ICI) Risk/Return Summary Taxonomy andsubmitted as an EX-100 exhibits.Updates:On February 6, 2006 EDGAR Release 9.3 introduces the following changes in support of therecent rule change “Amendments to Rules Governing EDGAR System: Mandatory Identificationof Investment Company Series and Classes; Two Additions to Investment Company MandatoryElectronic Filings; And Technical Revisions”; see Release No. 33-8590 (July 18, 2005) [70 FR43558]: A new Section 6.3.7 The EDGARLink Series and Classes (Contracts) Information Page forinvestment companies to include series and classes (contracts) information. The new page is for:May 2007EDGAR Filer Manual (Volume II)
DRAFTIdentifying series and classes (contracts) on behalf of which a filing is madeIdentifying new series and class(es) (contract(s)) on behalf of which a filing is made andto obtain identifiers for those new series and classes (contracts)Identifying series and classes(contracts) as parties involved in a merger Other sections have minor changes:Table 2-1: Filing Checklist has a change to Step 2 for investment companies remindingthem that existing series and class (contract) information must be kept up-to-dateSection 4.5.2 Example of Fee Calculation for 24F-2NT outlines using series and class(contract) identifiers when itemizing fee calculations. Figure 6-16: Submission Template MainPage has been updated to show fields for investment companies.Section 6.3.1.2 Template Main Buttons lists a new button for Series/ClassesTable 6-1 New Fields Available on Main Page are described and their values are listedfollowing the tableTable 6-7 New Fields Available on the Fee and Offering Information Page for series andclass (contract) identifiers are describedSection 6.3.9.1.2 Fee and Offering Information Page for Form 24F-2 has updatedinformation for using series and class (contract) identifiers and has a new figure, Figure 6-37:Itemization of Fee Data by Series/Class (Contract)Section 6.3.10.3 Form 8-K Combined Submissions has a caution on not using thecombined submissions when series and class (contract) investment companies are involvedRescind the following submission form types from EDGARLink Template 1: S-2, S-2/A, S2MEF, F-2, F-2/A, F-2MEF, F-2D, and F-2DPOS and from the Submission Template 1 table onthe Submission Template Download Options web page of the EDGAR Filing Website.25-NSE XML submission and 25-NSE/A XML amended submissions can be transmittedbeginning April 24, 2006 using the Transmit XML Submission command. This update is insupport of rule change “Removal From Listing and Registration of Securities Pursuant to Section12(d) of the Securities Exchange Act of 1934”; see Release No. 34-52029 (July 14, 2005) [70 FR42456] Compliance date is April 24, 2006.The recent enactment of the Energy Policy Act of 2005 will result in the repeal of the PublicUtility Holding Company Act of 1935 (“1935 Act”) effective February 8, 2006. Therefore, theEDGAR System will no longer accept 1935 Act filings as of 5:30 PM on February 8, 2006. Formtypes and references to the 1935 Act will be removed from the EDGAR Filer Manual in thisrevision of the volume, but 1935 Act form types will be accepted for the two day period endingththFebruary 8 following the February 6 publication of the manual.thAt COB February 8 , 2006, the following Public Utility Holding Company Act Forms and theiramendments will be suspended by the EDGAR system: 35-APP, 35-APP/A, 35-CERT, 35CERT/A, 45B-3, 45B-3/A, U-1, U-1/A, U-12-IA, U-12-I/A, U-12-IB, U-12-IB/A, U-13-1, U13-1/A, U-13-60, U-13-60/A, U-13E-l, U-13E-l/A, U-33-S, U33-S/A, U-3A-2, U-3A-2/A, U3A3-1, U-3A3-1/A, U-57, U-57/A, U5A, U5A/A, U5B, U5B/A, U5S, U5S/A, U-6B-2, U-6B2/A, U-7D, U-7D/A, U-9C-3, U-9C-3/A, U-R-1, U-R-1/A, POS AMCEDGAR Filer Manual (Volume II)May 2007
DRAFTOn October 30, 2006, Release 9.5 introduced the following changes: The modification of Form 10-K and Form 20-F to add an “Accelerated Filer Status” indicator tothe header of electronic filings The modification of Form 15 to add a “Duty to File Reports Remains” indicator to the EDGARheader of electronic filingsThe addition of Form 15F for use by foreign private issuers in terminating a registration of aclass of securities under Section 12(g) of the Securities Exchange Act of 1934, or to suspend itsduty to file reports under Section 15(d) of the Securities Exchange Act of 1934 The addition of electronic Transfer Agent Forms to be used for filing with the SEC (except forcases of Temporary or Continuing Hardship) in lieu of the equivalent paper formsThe modification of Form 10-K and Form 20-F is in support of [Rules] Release No. 33-8644,Revisions To Accelerated Filer Definition And Accelerated Deadlines For Filing PeriodicReports. It implements a required Accelerated Filer Status indicator in the EDGAR header forsubmission types 10-K, 10-K/A, 10-KT, 10-KT/A, 20-F and 20-F/A; this indicator may take thevalues {“Large Accelerated Filer”, “Accelerated Filer”, “Non-Accelerated Filer”} as defined inthe [Rules] Release or “Not Applicable” (to be used for filings with a period that occurred beforethe accelerated filer definition went into effect). This indicator is supported in a new version ofEDGARLink Submission Template #3.The modification of Form 15 is to include in the EDGAR header for submission types 15-12B,15-12B/A, 15-12G, 15-12G/A, 15-15D and 15-15D/A the information from the form related to“Duty to File Reports Remains”. The “Duty to File Reports Remains” indicator is required, itmay have a value of ‘Yes” or “No”, and it must be specified for all registrants associated with aForm 15 filing. This indicator is supported in a new version of EDGARLink SubmissionTemplate #3.The addition of Form 15F is in support of Proposing Release No. 34-53020, Termination of aForeign Private Issuer’s Registration of a Class of Securities under Section 12(g) and Duty toFile Reports under Section 15(d) of the Securities Exchange Act of 1934. It implements newsubmission types 15F-12B, 15F-12B/A, 15F-12G, 15F-12G/A, 15F-15D and 15F-15D/A. (Notethat these new submission types include the ‘Duty to File Reports Remains” indicator as forForm 15.) These new submission types are supported in a new version of EDGARLinkSubmission Template #3.The addition of electronic forms for the filing of registration, annual reporting and withdrawal ofregistration of transfer agents is in support of amendments to Rules 17Ac2-1, 17Ac2-2, and17Ac3-1 (Proposing Release No. 34-54356, Electronic Filing of Transfer Agent Forms). TheEDGAR Release 9.5.c implements electronic submission types TA-1, TA-1/A3, TA-2, TA-2/Aand TA-W. The new submission types are available from the EDGAR OnlineForms/XML3TA-1/A represents an amendment to a Form TA-1 which was previously submitted on EDGAR.May 2007EDGAR Filer Manual (Volume II)
DRAFTWebsite as EDGARLite templates implemented under the Microsoft Office InfoPath 2003program – it will be is necessary to install InfoPath 2003 with at least Service Pack 1 on yourPC to use these templates. In addition, a new process for filing with the SEC will beimplemented at this time: If the Transfer Agent has previously filed with the SEC (and has a CIK), it must use theConvert Paper Only Filer to Electronic Filer functionality (Volume I, Section 3.3.1) on theEDGAR Filer Management Website to get access to EDGAR prior to making a filing with theSEC.When the SEC is the Transfer Agent’s Appropriate Regulatory Agency (ARA), the TransferAgent must submit a TA-1/A filing to EDGAR electronically to refile its Form TA-1 informationas previously filed and including any amendments thereto. Transfer Agents who are registeredwith an ARA which is not the SEC are not required to refile their Form TA-1 electronically inEDGAR. If the Transfer Agent has not previously filed with the SEC (i.e., it does not have a CIK), itmust Apply for EDGAR Access via the EDGAR Filer Management Website (Volume I, Section3.2) prior to making a filing with the SEC.When the SEC is the Transfer Agent’s ARA, it must submit a TA-1 filing on EDGAR to becomeregistered as a Transfer Agent with the SEC.After completing the above steps (as appropriate), the Transfer Agent will be able toelectronically submit Form TA-2, Reporting Activities of Transfer Agents and Form TA-W,Notice of Withdrawal from Registration as a Transfer Agent, to the SEC on EDGAR.EDGAR Filer Manual (Volume II)May 2007
DRAFTTable of Contents1.INTRODUCTION TO VOLUME II . 1-11.1Organization of this Manual . 1-11.1.12.3.Conventions Used in the Filer Manual . 1-2QUICK GUIDE TO EDGAR FILING . 2-12.1EDGAR Filing Process . 2-12.1.1Using EDGARLink Templates . 2-22.1.2EDGAR OnlineForms/XML Website. 2-22.1.3After a Submission is Filed. 2-32.2Filing Checklist. 2-32.3General Information for Filers . 2-62.3.1Hours of Operation . 2-62.3.2Introduction to Web Browsers . 2-62.3.3Browser Differences . 2-62.3.4Accessing EDGAR . 2-72.3.5Getting Help with EDGAR. 2-7INDEX TO FORMS . 3-13.1Alpha/Numeric. 3-23.2Electronic Form Types by Act. 3-184. FILING FEE INFORMATION. 4-14.1Where to Pay Filing Fees. 4-14.2How to Send Filing Fees to Mellon Bank. 4-14.3Filings that Require Filing Fees. 4-24.3.11933 Act Filings by Corporations. 4-24.3.21934 Act Filings . 4-34.3.31933 and 1940 Act Filings by Investment Companies . 4-34.4How to Calculate a Filing Fee . 4-34.4.11933 Act Filings . 4-34.4.21934 Act Filings . 4-44.4.31939 Act Filings . 4-5May 2007iEDGAR Filer Manual (Volume II)
DRAFT4.5Offsetting Fees . 4-54.5.1Offsetting Fees Example. 4-54.5.2Example of Fee Calculation for 24F-2NT . 4-64.6Common Problems. 4-65. CONSTRUCTING ATTACHED DOCUMENTS AND DOCUMENT TYPES. 5-15.1Introduction. 5-15.1.1File Naming Standards. 5-15.1.2Statutory Signatures. 5-15.2Document Formats. 5-25.2.1ASCII Documents. 5-25.2.2HTML.5-125.2.3Unofficial PDF.5-255.2.4Unofficial XBRL .5-275.3Preparing or Referencing Module and Segment Documents.5-375-415-355.3.1Module and Segment Naming . 5-385-425-365.3.2Types of Modules and Segments . 5-395-435-365.3.3Maintaining Modules and Segments. 5-425-465-395.4Document Types in EDGAR .5-465-505-445.4.1Non-Public and Confidential . 5-465-505-445.4.2Exhibits. 5-465-505-445.5Common Problems.5-475-515-456. PREPARING AND TRANSMITTING EDGARLINK SUBMISSIONS . 6-16.1Introduction. 6-16.1.1Using the EDGAR Filing Website. 6-36.1.2Information on Headers . 6-76.2Installation. 6-76.2.1Step 1 - Downloading the EDGARLink Software. 6-76.2.2Step 2 - Installing on Your PC.6-106.2.3Step 3 - Downloading the Submission Templates .6-146.2.4Step 4 - Downloading the Fee Rate Table .6-18EDGAR Filer Manual (Volume II)iiMay 2007
DRAFT6.3Preparing Your EDGARLink Submission. 6-196.3.1Submission Templates .6-196.3.2EDGARLink Submission Preparation Map.6-246.3.3The EDGARLink Main Page. 6-266-266-266.3.4The EDGARLink Documents Page . 6-376-376-376.3.5The EDGARLink Notification Page. 6-456-456-456.3.6The EDGARLink Module/Segment Page. 6-466-466-466.3.7The EDGARLink Series and Classes (Contracts) Information Page . 6-496-496-496.3.8The EDGARLink Fee Offsets Page. 6-606-606-606.3.9The EDGARLink Fee and Offering Information Page . 6-626-626-626.3.10Combining Form Types in a Single Submission. 6-686-686-686.3.11Module and Segment Submissions . 6-716-716-716.3.12Correspondence Submissions and Documents. 6-736-736-736.3.13N-SAR Documents . 6-746-746-746.3.14Bulk Filing . 6-746-746-746.4Validating Your Submission.6-756-756-756.4.1Field Validation . 6-766-766-766.4.2Document Validation. 6-766-766-766.4.3Submission Validation. 6-796-796-796.4.4Editing Your Submission. 6-806-806-806.4.5Submission Errors. 6-816-816-816.4.6Document Errors. 6-816-816-816.56.5.16.6Saving Your Submission .6-816-816-81Signing Submissions Digitally.
templates implemented under the Microsoft Office InfoPath 20032 program - it will be is necessary to install InfoPath 2003 with at least Service Pack 1 on your PC to use these templates. In addition, a new process for filing with the SEC was implemented at this time:
