Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Rules and Regulations 54943 

1We 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]. 

2This is the filer assistance software we provide 

filers filing on the EDGAR system. 

3See Rule 301 of Regulation S–T (17 CFR 

232.301). 

4See 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. 

5See Release No. 33-8891 (February 6, 2008) [73 

FR 10592]. 

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. 

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

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 (http:// 

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 


rwilkins on PROD1PC63 with RULES
54944 Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Rules and Regulations 

6 5 U.S.C. 553(b). 

7 5 U.S.C. 601–612. 

8 5 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. 

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 

Conformed 

value as of 

EDGAR 

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 

http://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. 

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 


rwilkins on PROD1PC63 with RULES
Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Rules and Regulations 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 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. 

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 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 1 

[TD 9321] 

RIN 1545–BE79 

Application of Section 409A to 

Nonqualified Deferred Compensation 

Plans; Correction 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Correcting amendment. 

SUMMARY: This document contains 

corrections to final regulations (TD 

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: 

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. 

* * * * * 

(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 

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 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Correction to final regulations. 

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 


rwilkins on PROD1PC63 with RULES