We recognize that when you are meeting EDGAR for the first time, you probably have a lot of questions. We hope these Frequently Asked Questions – which are updated on an ongoing basis – will make it easier for you to get to know EDGAR.

Should you have additional questions, please contact your local sales representative or deal manager, who will ensure you get the right answer as quickly as possible.

For your convenience, we have grouped the questions by category summarized below.

Summary Table of Contents

• What is EDGAR? – The Basics
• Preparing to File with EDGAR
• Filing Fees and Pricing
• ASCII, HTML and PDFs
• XBRL
• Attachments, Hyperlinks, Colors, Graphics and Blacklining
• RR Donnelley as Your EDGAR Expert
• Our Top Ten Proofing Questions

What is EDGAR?

The term "EDGAR" – Electronic Data Gathering, Analysis, and Retrieval – is the US Securities and Exchange Commission’s (SEC) computer system for the collection, validation, indexing, acceptance and dissemination of documents submitted in electronic format.

For general rules and regulations on electronic filings, we suggest you review Regulation S-T.

What is the primary purpose of EDGAR?

Through the dissemination of information EDGAR supports the SEC’s primary goal – protecting investors and maintaining the integrity of the securities market.

When is EDGAR required?

Electronic filings – EDGAR – are required for:

• 1933 Act Filings – registration statements
• 1934 Act Filings – principally compliance documents
• Correspondence
• New or amended exhibits
• Third party filings, including Section 16 filings
• Williams Act filings

EDGAR is also required for 1940 Act Mutual Fund and Public Utility Holding Company Act filings.

For non-US filings, the most widely used forms are:

• F-1: Basic registration form for foreign private issuers to register initial public offerings or a subsequent offering of securities under the Securities Acts.
• F-2: Optional registration form used by non-US Private issuers.
• F-3: Registration statement used by certain non-US private issuers to register offerings of non-convertible investment grade securities, securities to be sold by selling securities holders, or securities to be issued to certain existing security holders.
• F-4: Registration statement for securities offered in conjunction with business combinations and exchange offers involving non-US private issuers.
• F-6: Registration of depository shares represented by American Depository Receipts. Multi-jurisdictional Disclosure Systems Forms being used by Canadian filers (F-7, F-8, F-9, F-10, F-80; 40-F; 13E-4F; 14D-1F and 14D-9F)
• 6-K: Interim reports
• 20-F: Used by foreign private issuers both to register a class of securities under the Exchange Act as well as to fulfill its Annual Report requirement under the Securities Act.

In addition, the mandate for foreign filers to use EDGAR requires the following securities documents to be filed through EDGAR:

• Schedule B and Forms 18 and 18-K
• Correspondence and related supplemental material.
• Third party forms, whether issued by a US domestic or foreign company, that pertain to a foreign private issuer, including 13D, 13G, Schedule TO and Schedule 14D-9.
• Form CB in specified rights offerings, exchange offers or business combinations with respect to a foreign private issuer.
• Two auxiliary forms – Forms F-X and F-N – for designation of US agent for service of process by foreign banks and insurance companies.
• Statements and applications regarding trustee eligibility and indenture under the Trust Indenture Act. This includes T-3 and T-6 filings. T-1 and T-2 are filed as Exhibit 25 to Registration Statements.

Filers must prepare electronic filings in accordance with the procedures and technical formatting requirements set forth in the SEC’s EDGAR Filer Manual.

What forms does the SEC exempt from electronic filings?

The exceptions to EDGAR filings are:

• Annual Report to operating company shareholders ("glossy" printed version)
• Documents requiring confidential treatment (these remain in paper format)
• Shareholder proposals pursuant to Rule 14a-8
• Maps furnished by Public Utility Holding Companies under Exhibit E
• No-Action, Interpretive, and Exemption Requests
• 6-K's for which the content has not been the subject of a press release or not distributed to security holders or not the subject of any new information

You have the option of using EDGAR for the following:

• Forms 3, 4 and 5 under Section 16 Beneficial Ownership Forms. For the opportunity and advantages of self-service filing, take a look at NET.filer
• Form 144

When did the rule mandating filing via EDGAR for all non-US filers come into effect?

As of November 4, 2002 filing via EDGAR became mandatory for all filers – worldwide – subject to certain exceptions noted below.

1. Forms exempt from electronic EDGAR filings include, but are not limited to:
• Glossy annual reports
• 6-Ks for which the content has not been the subject of a press release or not distributed to security holders or not the subject of any new information.

In these instances, the issuer may choose to file electronically or on paper.

2. An English language summary of foreign language documents is still permitted – rather than the full translation as initially proposed by the SEC.
3. The SEC does not require a certification by a corporate officer regarding the accuracy of translations. Rather, the SEC believes that sufficient United States securities law liabilities already apply to the translations – so that a certification does not serve any real benefit.

The final EDGAR worldwide rules are available at www.sec.gov/rules/final/33-8099.htm.

Can you present a chronological order to EDGAR releases?

The Commission began developing an electronic disclosure system in 1983. By the fall of 1984, a pilot system was opened for volunteers filing with both the Division of Corporation Finance and the Division of Investment Management. On July 15, 1992, the operational EDGAR system was made available to those filers, still on a voluntary basis.

On February 23, 1993, the Commission issued four releases adopting rules, on an interim basis, that required filers to file electronically, by direct transmission, diskette, or magnetic tape, most documents processed by the Divisions of Corporation Finance and Investment Management. The following releases also contained phase-in schedules to bring filers onto the EDGAR system, a process that began on April 26, 1993:

Release No. 33-6977	Explains the EDGAR system generally and sets forth rules and procedures that apply to electronic submissions processed by the Division of Corporation Finance and in some cases, to those processed by the Division of Investment Management.
Release No. IC-19284	Adopts rules specific to electronic submissions made by investment companies under the Investment Company Act of 1940 and institutional investment managers under Section 13(f) of the Exchange Act.
Release No. 35-25746	Adopts rules specific to electronic submissions made by public utility holding companies and their subsidiaries under the Public Utility Holding Company Act of 1935.
Release No. 33-6980	Relates to the payment of filing fees, by both paper and electronic filers, to the Commission's lockbox depository at Mellon Bank in Pittsburgh, Pennsylvania, under Rule 3a of the Rules Relating to Informal and Other Procedures.

After completing the phase-in of a statutorily mandated significant test group in December 1993, the Commission refrained from further phase-in of EDGAR filers while the staff evaluated EDGAR's performance during a six-month test period, which ran from January 1, 1994 to June 30, 1994. The evaluation resulted in a positive assessment of the EDGAR system, based on data gathered from within the Commission as well as from the filers and other members of the public. Consequently, the staff recommended that the Commission proceed with full implementation of mandated electronic filing.

Since that time, the Commission has issued a number of releases updating and making technical and other changes to the EDGAR filing requirements:

Release No. 33-7122	Dec. 19, 1994	Made EDGAR interim rules final and applicable to all domestic registrants and third parties filing with respect to those registrants. Phase-in recommenced on January 30, 1995 and proceeded as set forth in a revised phase-in schedule. The Commission also adopted minor amendments to the electronic filing rules to reflect the staff's experience with the rules since mandated filing began in 1993.
Release No. 33-7427	July 1, 1997	The Commission adopted a number of minor and technical amendments to its rules governing electronic filing, including the elimination of the transition rules applicable to the phase-in period. These amendments were effective August 7, 1997
Release No. 33-7472	Oct. 24, 1997	Rule 14 of Regulation S-T adopted. (effective January 1, 1998). This rule provides that the Commission will not accept in paper format filings required to be submitted electronically, absent a hardship exemption.
Release No. 34-40934	Jan. 12, 1999	Adopted a rule requiring Form 13F reports to be filed in electronic format. Filers must submit Forms 13F electronically, unless a hardship exemption is available. (Filers may no longer submit their Form 13F reports on Form 13F-E.)
See Release No. IC-23786	Apr. 15, 1999	Rule adopted requiring Form N-8F and applications for deregistration under Investment Company Act Rule 0-2 to be filed in electronic format.
Release No. 33-7684	May 17, 1999	Issued adopting new rules and amendments to existing rules and forms in connection with the first stage of EDGAR modernization. On June 28, 1999, the Commission began accepting live filings submitted to EDGAR in HyperText Markup Language (HTML) as well as documents submitted in American Standard Code for Information Interchange (ASCII) format. The Commission gave filers the option of accompanying their required filings with unofficial copies in Portable Document Format (PDF).
Release No. 33-7855	April 24, 2000	Adopted amendments to existing rules and forms to reflect changes in filing requirements that result from the implementation of the next stage of EDGAR modernization (EDGAR Release 7.0). On May 30, 2000, the Commission began accepting HTML documents with graphic and image files and with expanded use of hyperlinks. Filers who choose to use HTML may hyperlink to other documents within the same filing (i.e., exhibits) or to documents contained in other official filings in the EDGAR database at www.sec.gov/edgar/searchedgar/webusers.htm. Also, on May 30, 2000, EDGAR began accepting filings via the Internet. The release also eliminated the Financial Data Schedule requirement, effective January 1, 2001, and removed diskettes as an available means of transmitting filings to the EDGAR system, effective July 10, 2000.
Release No. 33-8099	May 14, 2002	Rules requiring foreign issuers to make their Commission filings via EDGAR. The rules also eliminate the requirement that any first-time EDGAR filer, domestic or foreign, submit a paper copy of its electronic filing to the Commission. In addition, the rules permit national securities exchanges to file voluntarily on EDGAR Form 25, which reports the delisting of a class of a company's securities. The rules became effective November 4, 2002, except that the rules eliminating the paper filing requirement and permitting the EDGAR filing of Form 25 were effective on May 24, 2002.
Release No. 33-8230	May 7, 2003	Rules adopted requiring the electronic filing of beneficial ownership reports on Forms 3, 4 and 5 filed by officers, directors and principal security holders (insiders) under Section 16(a) of the Exchange Act, and requiring issuers with corporate web sites to post these reports. The release also removed magnetic cartridges as an available means of transmitting filings to the EDGAR system. The changes became effective June 30, 2003.

Once you learn EDGAR, is that it?

As EDGAR is constantly evolving, it is imperative that you keep abreast of the latest rulings and technological developments that could affect your filings.

Look to the RR Donnelley EDGAR website to help keep yourself apprised of the latest information. On our website, you will also find PDF and HTML copies of the Securities and Exchange Acts of 1933 and 1934.

Our www.realcorporatelawyer.com site is a continuously updated legal reference site on corporate and securities law.

When and how are filers informed of EDGAR regulations or changes to regulations?

The SEC issues releases to inform filers and filing agents of how and what to file. RR Donnelley is always up-to-date with the latest SEC changes.

What is Regulation S-T and EDGAR Filer Manual?

The cornerstone of the EDGAR rules is Regulation S-T, a separate regulation containing rules prescribing requirements for filing electronically and the procedures for making such filings. Regulation S-T supersedes a number of the procedural requirements set forth in the Commission's rules and forms, for example, requirements relating to paper size and number of copies. The Commission amended its rules and forms as necessary to make references to specific electronic filing provisions. Electronic filers that obtain an exemption from the electronic filing provisions of Regulation S-T will continue to file in paper in accordance with the paper filing requirements. In addition, as discussed below, filers continue to submit certain filings in paper.

Filers must prepare electronic filings in accordance with the procedures and technical formatting requirements set forth in the SEC’s EDGAR Filer Manual promulgated by the Commission. See Rule 301 of Regulation S-T. EDGARLink and the EDGAR Filer Manual are available on the Information for EDGAR Filers section of the SEC's website at www.sec.gov/info/edgar.shtml.

What constitutes the EDGAR Filer Manual?

The term "EDGAR Filer Manual" means the current version of the manual prepared by the Commission setting out the technical format requirements for an electronic submission.

The SEC issues releases and news items on its website to inform filers and filing agents. RR Donnelley will post any EDGAR changes on its website and directly contact clients concerning those issues that may have a significant affect.

Can you talk about Hardship Exemptions/Adjustment of the Filing Date?

Two hardship exemptions are available to permit a filing or other submission to be made in paper rather than electronic format. First, Rule 201 of Regulation S-T provides a temporary hardship exemption for electronic filers, generally for unanticipated technical difficulties in submitting an electronic document. The exemption may be appropriate, for example, for a particular document that a filer is unable to file electronically because of problems with the filer's computer equipment that had been used previously to transmit either test or required electronic filings successfully. Under that exemption, the filer may make the filing in paper (with a legend on the cover page identifying it as being submitted under Rule 201) and then follow it with a confirming electronic copy within six business days so that the electronic database will be complete.

An electronic filer may take advantage of the exemption simply by filing the subject document in paper under cover of Form TH, Notification of Reliance on Temporary Hardship Exemption. No Commission staff involvement is required. If the filing is an exhibit only, then filers must submit the documents under cover of both Form TH and Form SE. The sanctions for violating electronic filing requirements mentioned above also apply where a filer is required to submit a confirming electronic copy of a document filed in paper under a temporary hardship exemption but fails to do so.

Second, under Rule 202 of Regulation S-T, a continuing hardship exemption is available to electronic filers under limited circumstances for exhibits or a filing or group of filings. For example, this exemption might be appropriate for an exhibit consisting of another government agency's voluminous form that a filer cannot convert into electronic format without causing the filer undue hardship. Unlike the temporary hardship exemption, the staff must act upon a written application for a continuing hardship exemption. If the staff grants the exemption, the filer may make the submission in paper.

How does EDGAR treat Annual Reports to Security Holders and Certain Proxy Materials?

The treatment of annual reports differs for Corporation Finance, Investment Company, and Public Utility Holding Company filers.

• Annual reports to security holders (glossy reports) for Corporation Finance filers frequently contain extensive graphic information that is difficult to prepare in electronic format. Accordingly, the rules provide special treatment for these documents. As discussed above, Rule 101 of Regulation S-T provides that filers may furnish glossy reports for the Commission's information as required by the proxy and information statement rules (e.g., Exchange Act Rule 14a-3(c)) in either paper or electronic format. In contrast, Rule 303 of Regulation S-T states that if the glossy report is incorporated by reference into any filing – for example, a Form 10-K or a Form S-2 – filers must file the portions incorporated by reference in electronic format as an exhibit. The same is true for a quarterly report to security holders incorporated by reference into a filing.
• Investment company filers are required to file all annual and semi-annual reports to security holders electronically. Public Utility Holding Company filers submit annual reports in paper when they are submitted as part of a filing under the Public Utility Holding Company Act.
• Form 10-K and Form 10-KSB both require issuers reporting under Section 15(d) of the Exchange Act to furnish to the Commission for its information any annual report to security holders covering the registrant's last fiscal year and every proxy statement, form of proxy or other proxy soliciting material sent to more than ten of the registrant's security holders with respect to any annual or other meeting of security holders. When these issuers submit this information with their Exchange Act annual reports, it is not deemed filed with the Commission unless it is incorporated by reference into the report itself. Filers should submit these proxy materials electronically. Consistent with the requirements to furnish annual reports to security holders under the proxy rules, registrants have the option to submit their annual report to security holders under these annual reporting provisions either in paper or in electronic format.

Who files Schedules 13D and 13G?

As noted above, Rules 100 and 101 of Regulation S-T require third party filers to transmit their Schedules 13D and 13G via EDGAR if the company to which the filing relates is an electronic filer. However, if the subject company is a foreign private issuer, filers may submit their Schedule 13D and 13G either in paper or in electronic format.

In addition, Rule 101 of Regulation S-T provides that, where these schedules originally were filed in paper, the first electronic amendment must restate the entire text of the schedule, as amended. Where the amendment is made to report a transaction that would allow the filer to exit the reporting system, the filer need only file the amendment. Consistent with the general treatment of exhibits filed electronically, if any exhibit to a Schedule 13D or 13G is amended, the filer need only file the text of the amendment.

Filers filing Schedules 13D and 13G with respect to foreign private issuers should include in the EDGAR submission header all zeroes (i.e., 00-0000000) for the IRS tax identification number. See the note to paragraph (a)(1)(iii) of Rule 101 of Regulation S-T.

When are paper copies required?

Rule 101(d) of Regulation S-T requires all electronic filers to submit a copy of their first electronic filing to the Commission in paper format. Either computer print-outs of EDGAR filings or the traditional paper filings are acceptable. A filer submitting a paper print-out of the electronic filing must omit the header information to ensure that confidential information contained in the header remains non-public. Filers must place a legend at the top of the paper copy indicating that it is being submitted under Rule 101(d) of Regulation S-T. No signatures are required; these are copies, not official filings. The filers may send the paper copy by regular mail. They should mail the copy so that the Commission receives it no later than six business days after the electronic filing. Filers should address the copy to: OFIS Filer Support, SEC Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413.

What is a modular submission or segmented filing?

The EDGAR system and Rule 501 of Regulation S-T are designed to facilitate electronic filing by allowing filers to submit in advance of an intended filing information intended to become part of that filed document by its subsequent inclusion in the electronic filing. A modular submission feature allows a filer to submit information, such as financial statements, to a non-public EDGAR database for inclusion in as many filings as the filer designates, so long as the information remains current.

A similar feature is segmented filing, in which a filer may submit various segments of a document to be filed with the Commission to the EDGAR non-public data storage area up to six business days in advance of the anticipated filing date. For example, filers may submit voluminous exhibits in advance of a filing. On the anticipated filing date, the electronic filer may submit a master segment instructing EDGAR to assemble the desired filing from the previously submitted segments and file it. Filers may use segments only once.

Regulation S-T provides that neither modular submissions nor segments will be deemed "filed" or subject to liability under the federal securities laws until the filer includes the information in an electronic filing. In addition, filers should be aware that EDGAR does not allow the inclusion of graphics and hyperlinks in modules and segmented filings.

For HTML filings, modules and segments must contain complete documents. Partial documents can only be filed in the ASCII format (both the partial document segment/module and the document it is pulled into).

Does EDGAR use specific forms?

The Commission has adopted three paper forms specifically for use with the EDGAR system. Form ID is used to apply for the codes necessary for access to file on EDGAR. Form ID also is used to provide identifying information on companies and individuals that are required to file with the Commission as well as information on agents who are authorized to file on behalf of such persons. Filers also may submit an amended Form ID to change the codes received in response to the original Form ID application, in which case filers should clearly mark the Form ID as an amendment.

Electronic filers must use Form SE as a cover sheet attached to any paper format exhibit, including exhibits filed under a temporary or continuing hardship exemption. Finally, filers use Form TH as a cover sheet accompanying documents filed in paper under a temporary hardship exemption.

What signatures are required in a filing?

Rule 302 of Regulation S-T provides that required signatures in electronic filings must be submitted in typed form. Required signatures must be typed to ensure legibility of these signatures. Electronic filers must retain a manually signed signature page or other document authenticating, acknowledging or otherwise adopting the signatures that appear in typed form within an electronic filing. Filers must make this document available to the Commission or its staff upon request for a period of five years. Each signatory to the filing must execute the manually signed authentication document before or at the time the filing is made.

Signatures in HTML documents that are not required by statute or regulation may appear as script. The same is true of signatures in unofficial PDF copies, which are not required signatures.

Following a recommendation of the Task Force on Disclosure Simplification, in May 1996 the Commission changed its rules governing signatures to allow typed signatures on all filed documents, with limited exceptions, both paper and electronic. Manually signed signature authentication documents are required whenever typed signatures are filed with the Commission.

Does EDGAR change the timing of prospectus printing?

There is no effect – we can begin printing while you complete final proofing of your EDGAR filing.

How secure is the EDGAR filing process with the SEC?

Quite secure. The SEC's filing software, EDGARLink, uses three levels of security – Secure Sockets Layer (SSL) technology, password protection and encryption.

What are the advantages that I achieve with EDGAR?

There are two key advantages of EDGAR:

• Efficiency and fairness by accelerating processing of time-sensitive capital markets information for the benefit of investors, filers and the economy.
• Increased visibility because when you file on EDGAR, your documents are automatically available via the Internet to institutional and individual investors throughout the US and around the world.

The SEC also suggests several other benefits including:

• Foreign issuers will avoid the uncertainties and delays that can occur with the manual delivery of paper filings.
• The elimination of needing to submit multiple copies.
• The longer filing hours available to EDGAR filers enable filers to submit securities documents to the SEC between 6 a.m. and 10:00 p.m. (Eastern Time zone).
• Electronic access to all relevant reports facilitates timely completion of the review process for a foreign registrant.

In 1993 the SEC started the official EDGAR system using ASCII. The SEC made a transition to "modernized" EDGAR by allowing web-based HTML in 2000.

There are also several advantages to filing EDGAR in HTML format. Official HTML documents have clarity of style, are more readable, catch the viewer’s eye and are easier to navigate. As a filer you can:

• Include text design elements – boldface, italics, color, graphics and photographs – that make the document more appealing to the reader.
• Add hypertext links within the document, to other documents within the filing, and to other filings on the SEC’s web site.
• Attach an unofficial PDF file for any document that is part of the official filing, preserving the original appearance of the document and facilitating its dissemination via the Internet. Please note that PDF files may also be included for ASCII documents.

We expect EDGAR’s acceptance of HTML to lead companies to create documents with greater levels of complexity, such as additional graphic components.

Although the use of HTML for EDGAR filings is currently voluntary, the SEC has made it clear that HTML is the future of EDGAR. For this reason, we suggest you file in HTML rather than in ASCII.

Is the SEC’s EDGAR technology up-to-date with today’s standards? Do they have frequent technological problems?

The SEC has implied they are not, nor do they intend to be, a leader in pioneering new technology. Instead, they plan to follow the market in introducing technology trends. Significant improvements have been made by the SEC with its EDGAR Modernization efforts, including the move to permit submission of filings in HTML format, including the inclusion of graphics and hypertext linking.

On busy filing days, the SEC’s EDGAR system can get overwhelmed. As a result, we encourage you to file early and not wait until the last minute, particularly on peak filing days.

What can go wrong with using EDGAR and how can I avoid this?

Your RR Donnelley representative knows all about EDGAR and will be there to lead you through the process to make it on time and as easy for you as possible.

The most typical errors are caused by:

• HTML tagging complexities and the SEC's EDGAR system can cause filing errors on transactions that are otherwise materially correct.
• Adequate filing fees not available in the Filer’s (or Payor’s) SEC account at Mellon Bank. To avoid a suspended filing due to inadequate filing fees, submit filing fees early. RR Donnelley can help you coordinate your payment of filing fees.
• The EDGAR system can reach capacity on heavy filing days, delaying submissions. To ensure acceptance of your filing, don’t wait until the last minute to authorize submission of your filings. Contact RR Donnelley with as much advance notice as possible, and submit exhibits in advance.

How do I submit filings on EDGAR?

RR Donnelley can submit filings for you.

Can I file on my own?

Yes. But please permit us to use an analogy. This is parallel to why we use accountants. You can do your own taxes, applying your own intellectual resources and even purchasing software to help you through it. But you are likely to find better results by using an accountant’s expertise and continuous interaction with the rules.

EDGAR is a complex system and that’s why we recommend using a financial printer such as RR Donnelley.

With EDGAR, what are my deadlines? When can filings be transmitted to the SEC?

Current day filings must be submitted to the SEC via EDGAR between 6:00 a.m. and 5:30 p.m. (Eastern Time zone). No current day filings will be accepted after 5:30 p.m. (Eastern Time zone) and receive a date stamp of that particular date – except filings submitted pursuant to Rule 462(b), Section 16 Forms 3, 4 and 5 and Correspondence filings.

The SEC has extended hours. Other than the exceptions listed above, filings submitted after 5:30 p.m. and until 10:00 p.m. (Eastern Time zone) receive the next business day's filing date.

At 10:00 p.m. (Eastern Time zone), the SEC’s computer system shuts down, and will abort any ongoing transmission to EDGAR.

The SEC Filer Support staff is available from 7:00 a.m. to 7:00 p.m. (Eastern Time zone) Monday through Friday, except on SEC holidays.

What goes into a submission?

• Submissions may contain one or more document(s)
• Each exhibit is a separate document
• Cover letters (COVER) and correspondence (CORRESP) (e.g. response letters, acceleration requests) are separate non-public documents
• Each document contains a document <TYPE> (see Filer Manual Appendices A and C) and document <DESCRIPTION>

Can you discuss exhibits?

Exhibits to an electronic filing that have not previously been filed with the Commission shall be filed in electronic format, absent a hardship exemption. Previously filed exhibits, whether in paper or electronic format, may be incorporated by reference into an electronic filing to the extent permitted by § 228.10(f) and § 229.10(d) , Rule 411 under the Securities Act (§230.411), Rule 12b-23 or 12b-32 under the Exchange Act (§240.12b-23 or §240.12b-32), Rule 22 under the Public Utility Holding Company Act (§250.22), Rules 0-4, 8b23, and 8b-32 under the Investment Company Act (§270.0-4, §270.8b-23 and §270.8b-32) and Rule 303 of Regulation S-T (§232.303). An electronic filer may, at its option, restate in electronic format an exhibit incorporated by reference that originally was filed in paper format.

• Exhibits to a Commission schedule filed pursuant to Section 13 or 14(d) of the Exchange Act may be filed in paper under cover of Form SE where such exhibits previously were filed in paper (prior to a registrant's becoming subject to mandated electronic filing or pursuant to a hardship exemption) and are required to be refiled pursuant to the schedule's general instructions. See Rule 311(b) of Regulation S-T (17 CFR 232.311(b)).
• Amendments to all exhibits shall be filed in electronic format, absent a hardship exemption.
• Notwithstanding any other provision of this section, an electronic filer shall, upon amendment, restate in electronic format its articles of incorporation, by-laws or investment advisory agreement (in the case of a registered investment company or a business development company).
• Each electronic filing requiring exhibits shall contain an exhibit index, which should immediately precede the exhibits filed with the document. The index shall list each exhibit filed. Whenever an exhibit is filed in paper pursuant to a temporary or continuing hardship exemption, the letter "P" shall be placed next to the listed exhibit in the exhibit index to reflect that the exhibit was filed in paper pursuant to such exemption. Whenever an electronic confirming copy of an exhibit is filed pursuant to a hardship exemption (§232.201 or §232.202(d)), the exhibit index should specify where the confirming electronic copy can be located; in addition, the designation "CE" (confirming electronic) should be placed next to the listed exhibit in the exhibit index.
• Any incorporation by reference by a registered investment company or a business development company must relate only to documents that have been filed in electronic format, unless the document has been filed in paper under a hardship exemption (§ 232.201 or 232.202) and any required confirming copy has been submitted.
• Persons submitting filings electronically under the Public Utility Act shall not be subject to the rules.

What is a submission header? What information does it contain?

• <SUBMISSION> identifies data as a filing to the SEC. There must be a corresponding </SUBMISSION>.
• <SUBMISSION> <TYPE> identifies type of filing (see Filer Manual Appendix A).
• <SROS> identifies one or more stock exchanges or other self-regulatory organizations on which the issuer’s securities are listed or traded or the value should be <NONE>.
• <DOCUMENT-COUNT> identifies number of documents included in filing.
• <FILER> marks beginning of filer identification.
• <CIK>: Central Index Key; assigned by SEC (10 digits, publicly available).
• <CCC>: CIK Confirmation Code; confidential – 8 characters (at least one digit & one special character (@ # $ *), caSe seNsiTiVe.
• </FILER> marks end of filer identification.
• <NOTIFY-INTERNET> identifies Internet addresses that are to receive submission acceptance or suspension messages.
• <SUBMISSION-CONTACT> identifies who SEC should contact about technical problems associated with filing.

Are other tags required?

Check Filer Manual Appendix B of SEC EDGAR Filer Manual.

What does SIC mean?

SIC is short for Standard Industrial Classification Code. Clients interested in finding out or changing their "Standard Industrial Classification" (SIC) code can contact SEC Division of Corporate Finance at +1.202.551.3500 or see the list of SIC Codes.

Companies can find a list of SIC codes at www.sec.gov/info/edgar/siccodes.htm and industry assignments in the Division of Corporation Finance at www.sec.gov/divisions/corpfin/organization/cf2003a.shtm.

What's a CUSIP number?

It's a security's identifying number, not unlike a product's catalog number. The Committee on Uniform Security Identification Procedures (CUSIP) assigns the nine digits. The first six digits identify the issuer, such as a company, while the last three digits reveal exactly what kind of security it is, such as a particular kind of stock or bond. It's good to have CUSIP numbers handy when you're transferring shares of stock or if you've lost your certificates.

A CUSIP is a unique number assigned to all stocks and registered bonds using the Committee on Uniform Securities Identification Procedures system. The CUSIP system makes it easier to settle and clear trades.

For more information about how the CUSIP process works, contact CUSIP at +1.212.438.6500 or through their website. at http://www.cusip.com/cusip/cusip/index.html

What happens if an error is caused by transmission?

Rule 103 of Regulation S-T provides a safe harbor against liability for errors in, or omissions from, documents filed electronically that result solely from electronic transmission errors beyond the control of the electronic filer. The safe harbor is available where the electronic filer takes corrective action as soon as reasonably practicable after becoming aware of the error or omission.

When will the SEC issue the codes we have applied for?

The SEC issues codes are typically issued within twenty-four hours of receiving the Form ID. If Filer Support has many Form ID requests, it may take more than one day. For this reason, we encourage filers to apply for the code as early as possible. Fax Form ID to +1.202.504.2474 or +1.703.914.4240. Call Filer Support at +1.202.551.8900 to confirm receipt of faxed Form ID.

What are the codes I need?

There are 4 codes provided by the SEC

• CIK (Central Index Key) – A unique ten-digit number assigned by the SEC, distinguishing the company or individual to which it is assigned. Used by EDGAR to identify either a submitter (LOGIN CIK) or filer. (There is only one CIK code per registrant.)
• CCC (CIK Confirmation Code) – An eight-character confidential code that EDGAR uses in conjunction with the CIK to authenticate a filer. It is case-sensitive and must contain at least one numeric character and at least one special character (*, #, @, $).
• Password – A unique, eight-character confidential code assigned to EDGAR participants that must be used in conjunction with the CIK number. You must enter these two codes correctly to access EDGAR. You must use the Form ID to apply for a password. The code is case-sensitive and must contain at least one numeric character and at least one special character (*, #, @, $). The password expires after one year.
• PMAC (Password Modification Access Code) –An eight-character confidential code that authenticates a request to change a password. The code is case-sensitive and must contain at least one numeric character and at least one special character (*, #, @, $).

Which of my codes does RR Donnelley need?

In order to be able to transmit filings on behalf of our clients, RR Donnelley needs to receive the issuer's CIK and CCC codes. RR Donnelley does not need, and should not receive the issuer's other two confidential codes.

Are there special EDGAR forms or templates that I need?

The EDGAR forms that you may need are:

• Form ID to request the assignment of codes that permit the submission of filings on EDGAR
• Form TH for temporary hardship exemption requests
• Form SE to submit paper format exhibit documents

These forms are available at www.sec.gov/about/forms/secforms.htm#EDGAR.

What is Form 11-K?

It is the form companies use to file their Annual Reports for employee stock purchase, savings and similar plans.

What is the due date for Form 11-K filings?

The General Instructions for Form 11-K (http://www.sec.gov/divisions/corpfin/forms/11-k.htm) indicate that Form 11-K financial statements must be filed within 180 days after the plan's fiscal year end. In most years, the 11-K filing deadline is June 29. Except in leap years, June 29 is the 180th day of the year and is the 11-K filing deadline for plans subject to ERISA (unless it falls on a weekend). For all other plans, the filing deadline is 90 days after the end of the plan's fiscal year.

If we discover an error two minutes after the transmission of the EDGAR file to the SEC, can we stop the filing?

No. Filings are disseminated to the public immediately upon acceptance by the EDGAR system. Once a filing is submitted, it cannot be altered by the SEC or us. An RR Donnelley EDGAR expert can assist in your interactions with the SEC regarding such matters.

If I’m late in submitting an EDGAR filing, do penalties differ from those of paper filings?

No.

As a foreign filer, will we still need to include a full English translation summary?

An English language summary of foreign language documents is still permitted – rather than the full translation as initially proposed by the SEC. Check the SEC website at www.sec.gov/rules/final/33-8099.htm#adopted for guidelines for English summaries.

Related to this translation question, the SEC determined they will not require a certification by a corporate officer regarding the accuracy of translations. Rather, the SEC believes that sufficient United States securities law liabilities already apply to the translations – so that a certification does not serve any real benefit.

What is Form 20-F?

It is the form non-U.S. companies use to file their Annual Reports to Shareholders.

What is the due date for Form 20-F filings?

SEC Rules do not state a specific number of days after a Company's fiscal-year-end. Instead, Form 20-F GENERAL INSTRUCTIONS state that "A foreign private issuer must file its annual report on this Form within six months after the end of the fiscal year covered by the report."

Who May Use Form 20-F and When It Must be Filed?

(a) Any foreign private issuer may use this form as a registration statement under Section 12 of the Securities Exchange Act of 1934 (referred to as the Exchange Act) or as an annual or transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition report is filed when an issuer changes its fiscal year end. The term “foreign private issuer” is defined in Rule 3b-4 under the Exchange Act.

(b) A foreign private issuer must file its annual report on this Form within six months after the end of the fiscal year covered by the report.

(c) A foreign private issuer filing a transition report on this Form must file its report in accordance with the requirements set forth in Rule 13a-10 or Rule 15d-10 under the Exchange Act that apply when an issuer changes its fiscal year end.

How and when do we test our preparedness/systems to be sure our documents will be transmitted on time?

As soon as possible. We know that new experiences take additional time – so we suggest that you plan ahead.

RR Donnelley has everything in place to help ease your way through the EDGAR process.

How do we know that the SEC has received the document? When does the document get posted to the SEC's EDGAR web site?

At the completion of the EDGAR transmission, the SEC sends a message indicating the submission is complete. Please keep in mind that this does not mean the filing has been accepted – only that it has been received. You can go to the SEC's secure EDGAR website almost immediately after the transmission and, using your security codes, check the status of your filings.

Filings submitted prior to 5:30 p.m. (Eastern time zone) will be publicly displayed on the SEC website within moments of its acceptance.

Filings submitted after 5:30 p.m. (Eastern time zone) will be disseminated at 6:00 a.m. the following business day. Exceptions include filings pursuant to Rule 462B (MEF filings) and Section 16 Forms 3, 4 and 5, which will be disseminated within moments of acceptance, regardless of what time the filing was submitted.

Do we still need to file a paper copy with SEC after filing EDGAR?

No. The need for filers to follow up with a paper copy of their first-ever EDGAR filing has been eliminated

If we want to see a paper copy – how is this produced and in what format?

RR Donnelley can show you typeset pages as well as paper and/or electronic proofs of the EDGAR filing.

Do EDGAR filing fees differ from paper filing fees?

No. EDGAR does not affect the level of SEC filing fees.

How is the SEC EDGAR filing fee paid?

For EDGAR filings, the fees must be sent to the SEC’s lockbox at Mellon Bank in Pittsburgh, Pennsylvania. Filing fees may be sent in the form of a cashier’s check to a P.O. box or as a wire transfer payment.

Wire transfers may be sent to Mellon Bank between 8:30 a.m. and 6:00 p.m. (Eastern time zone). Allow sufficient time to complete your fee transactions prior to submitting filings that require fees. EDGAR will not accept your filing if sufficient funds have not been received. (The SEC will, however, accept submissions filed pursuant to Rule 462(b) that are transmitted after 5:30 p.m. (Eastern time zone), even if the fee is not available.)

Your bank may charge a fee to wire transfer funds. Be aware of your bank's fees and include this in your fee payment so sufficient monies are on hand to cover your SEC filing fee costs.

RR Donnelley can help clients coordinate their payment of EDGAR filing fees.

For more information on fee schedules please click here.

Does the cost of RR Donnelley’s services for filing EDGAR differ from filing on paper? Should we expect to pay more?

EDGAR charges are comparable to those incurred with a paper filing but will depend on the number of documents being EDGARized and the timing of the filing. The entire process is quite different – since EDGAR changes the process from paper management to conversion and electronic transmission.

What is “Modernized” EDGAR?

The SEC issued rules that governing the second stage of EDGAR modernization, which became effective May 30, 2000. The SEC rules allow official EDGAR filings to be submitted in HTML or ASCII formats. According to the rules, EDGAR filings may consist of more than one file format (e.g., a mixed HTML and ASCII submission). In addition to the official HTML or ASCII filing, filers may include an “unofficial” PDF file of any document that is part of the filing. Filers may also include hyperlinks within an HTML or PDF document and graphics are also permitted.

Are these EDGAR changes connected to the plain English initiative?

Yes. By means of its plain English initiative the SEC sought to make filings more accessible to individual investors – both through clean design and easier-to-understand language. For the last several years, developments in the financial markets are often front-page news. And for the first time in history, individual investors are participating on their own in these markets in record numbers, often through the Internet. The move to HTML, like the migration to plain English, is an element of the same strategy – to make financial filings more investor-friendly.

Were there any mandatory changes in Modernized EDGAR?

Anyone filing in HTML must include any SEC-required graphics. The only known SEC-required graphic is the performance line graph as required by Item 402 of Regulation S-K. Performance graphs will be found in Schedule 14A (Notice and Proxy). For investment companies, the performance chart files as either Item 5 of Form N-1A (Registration) or is included with their N-30D (Annual or Semi-Annual Reports). All other graphics and images are considered optional and excluding them will not affect compliance.

Please explain HTML, PDF and ASCII.

All three are abbreviations for types of files or file formatting, which can be viewed or distributed via the Internet.

• HTML (Hypertext Markup Language) is the language used to create documents that are read and displayed by web browsers. HTML files use tags to indicate how the document should appear when displayed through a browser. HTML files can include tags that define a number of text design elements such as boldface, italics, color, and alignment. Additionally, HTML files can include sound files, images, video, and links to other locations within the same file or to other websites.
• PDF (Portable Document Format) file is essentially a photograph of a document, which can be easily distributed electronically. A PDF file is extremely versatile because its appearance remains identical to the original regardless of the end-user’s computer equipment, operating system or particular web browser. PDF files can be distributed in a variety of ways, including via an e-mail attachment or via a link within an HTML file. Additionally, if the end-user has installed the appropriate plug-in, PDF files can be displayed within a web browser window.
• ASCII (American Standard Code for Information Interchange) is a limited character set that essentially consists of the characters on a basic English-language typewriter. ASCII documents can contain only the 128 characters that are part of the standard set. Different web browsers display ASCII text documents fairly uniformly. With the initial EDGAR implementation in 1993, the SEC chose ASCII as the formatting standard for EDGAR submissions.

What does RR Donnelley recommend – EDGAR ASCII or EDGAR HTML?

The SEC is encouraging filers to use the new formatting options offered by EDGAR HTML and gain experience with them, if they have not already done so.

There are several advantages to filing EDGAR in HTML format. Official HTML documents have clarity of style, are more readable, catch the viewer’s eye and are easier to navigate. As a filer you can:

• Include text design elements – boldface, italics, color, graphics and photographs – that make the document more appealing to the reader.
• Add hypertext within the document, to other documents within the filing, and to other documents on the SEC’s web site.
• Attach an unofficial PDF file for any document that is part of the official filing, preserving the original appearance of the document and facilitating its dissemination via the Internet. Please note that PDF files may also be included for ASCII documents.

In time, we expect EDGAR’s use of HTML to move to greater levels of complexity, such as additional graphic components and audio-visual enhancements.

Although the use of HTML for EDGAR filings is currently voluntary, the SEC has made it clear that HTML is the future of EDGAR. For this reason, we suggest you file in HTML rather than ASCII.

Will the EDGAR HTML document that I file with the SEC look exactly like my printed book?

No. HTML documents contain one continuous stream of data and have no page definition. Two-column material is converted to a single column. Optional graphics may be submitted or replaced by a “fair and accurate” textual description, as is currently done with ASCII documents. When your document is output on either a PC or Macintosh printer, occurrence of page breaks varies depending on the printer software and configuration. HTML does not support leader dots found in tabular materials. To differentiate between rows we include shading on every other line of tabular material.

If I wish to submit filings myself, does the EDGAR HTML format lend itself to more mistakes?

At the same time that HTML offers richer formatting options to the filer, it does present greater coding complexity, and thus mistakes are more likely to occur when converting to HTML as compared with ASCII. Also, the limited 3.2 tag set translates into extra proofing time to make sure no unapproved tags are used. We encourage filers to test their conversions and have the appropriate resources in place to assist them with the challenges presented by the introduction of Modernized EDGAR. The addition of required graphics and external document links add even more complexity.

RR Donnelley’s system was designed with EDGAR HTML in mind and our software produces an excellent conversion to EDGAR compliant HTML.

Will any leeway be permitted in the filing of documents using the EDGAR HTML format, if I choose that format instead of ASCII?

The SEC has stated that certain mistakes – even mistakes in HTML – will result in suspension of the filing, despite the fact that filing in the HTML format is voluntary at the present time. There has been no indication from the SEC that hardship cases or other exceptional circumstances will be dealt with any differently than with ASCII filings.

Since I still have the option to use an ASCII-formatted document, why would I want to tackle the greater complexity of an HTML filing?

For the same reason that most companies have invested thousands of dollars on the design and maintenance of their websites – good design communicates. Formatting your financial filing documents, using HTML rather than ASCII and taking advantage of the PDF attachment option, helps set you apart from your competitors and attracts the interest of investors, who have shown an increasing penchant for electronic media as a means of researching and executing their investment strategies. For the time being, the option to file in ASCII is still open to you, but the SEC has made it clear that at some point in the future it will make HTML filing mandatory.

RR Donnelley’s system was designed with HTML in mind and our software provides an excellent conversion to SEC-compliant HTML.

Will EDGAR ASCII be phased out one day so that HTML is mandatory?

We expect this to happen, as the SEC has intimated, but the SEC has made no indication as to when it would occur.

Can we "HTML" the main document and "ASCII" the others?

Yes, you can "mix and match" so that certain documents of a filing are in one format, and other documents in that filing are in another format. Currently, HTML and ASCII are both permissible formats for official documents.

When do we need to decide which format we want to use, ASCII or HTML?

You can wait until you are ready to submit copy for composition (i.e. typesetting or EDGARization for exhibits) to decide on your filing format.

Can we change our minds once we have made one filing in one format type and want to file the next in a different format?

Yes. You can file a document in HTML and later file one in ASCII.

If I can satisfy the official EDGAR filing requirements with either an ASCII or HTML file, or a combination of the two, why should I bother filing an optional PDF attachment?

Whether you choose to use ASCII or the more reader-friendly HTML to format your official EDGAR filing, neither of these files has the look and feel of your printed book. A PDF attachment fills this gap quite nicely since PDF formatting essentially creates a snapshot of each printed page, complete with color graphics, photographs, and charts. And best of all, with a PDF file, what you see is always what you get. Screen appearance and printer output doesn’t vary with the user’s browser or printer configuration, as is the case with HTML files.

Am I correct in thinking RR Donnelley will be using an older version of HTML (3.2) and not the current industry standard version (HTML 4.0)?

To comply with the SEC rule, we are required to use a limited subset of HTML Version 3.2 in preparing EDGAR HTML filings. However, for web postings (a post-filing process), our HTML department is fully conversant with Version 4.0. (In the discussion that follows, we will use the term “EDGAR HTML” to refer to Version 3.2 and “web HTML” to refer to Version 4.0.)

How will I receive EDGAR HTML proofs?

We will provide clients with paper output and an electronic proof file delivered via our SENDD® system. Electronic HTML proofs will be formatted in HTML. Remember that paper proofs for HTML documents may vary depending on print driver configurations and that headers and folios, which will appear on the paper proof, will be stripped out from the official filing, unless you request otherwise.

If I file voluntarily in HTML, will I then be required to always file in that format?

Making a filing formatted in EDGAR HTML does not lock the filer into using that format.

Does EDGAR HTML support “frames”?

No. A frame is essentially an HTML file within an HTML file. Web pages that use frames usually have more than one window, and more than one set of scroll bars, and typically have a part of the page, which is static. An example of this would be buttons on the left-hand side of the page that are always viewable. The SEC will suspend any filing containing frames.

Why would I want to use a PDF attachment?

The SEC allows filers to attach a PDF version of a document to a filing. Whether you choose to use ASCII or the more reader-friendly HTML to format your official EDGAR filing, neither of these files has the look and feel of your printed book. A PDF attachment fills the gap since PDF formatting essentially creates a snapshot of each printed page – complete with color graphics, photographs and charts.

With a PDF file, screen appearance and printer output doesn’t vary with the user’s browser or printer configuration, as is the case with HTML. However, the SEC does not consider a PDF attachment an official part of a filing.

May I file a PDF document after I’ve filed my initial document or must it accompany the official EDGAR filing?

You may file the PDF attachment as a formal amendment at any time after you have made your official EDGAR filing.

How do I convert a file to PDF?

A number of commercial products are available to accomplish this conversion. The degree of complexity presented by the conversion process often depends on how sophisticated you want your finished product to look. As with all other aspects of electronic filing, RR Donnelley has a depth of experience with PDF file conversion and provides its clients with a PDF file that is customized to their specifications and SEC-compliant.

Are there any changes to the “unofficial” PDF copies?

Yes. Filers may now submit a redlined (a.k.a. blacklined) unofficial PDF copy to examiners in CORRESP filings.

Does the web browser I use matter?

No, not in an absolute sense. Be aware though, that different browsers display documents differently. An HTML document that looks just the way you want it to in Netscape may look altogether different in Explorer. This difference is particularly noticeable with tables and columns of numbers – they may line up in one browser and be out of kilter in another. Make sure you test the appearance of your HTML file using more than one browser before filing.

Please tell me about the hyperlink options.

The SEC permits hyperlinks between official documents in a single submission or to previously filed submissions that reside on the SEC website. This linked material will not become part of the official filing for determining whether disclosure requirements are satisfied but it is subject to the SEC civil liability and anti-fraud provisions of the federal securities laws. Links to filings or a URL outside the SEC website are expressly forbidden, as are links to PDF attachments (because the SEC still classifies PDF files as unofficial).

Please explain the use of hypertext links in HTML filings.

Filers who choose to use HTML may include hyperlinks between sections of the same HTML document. They also may include hyperlinks to other documents within the same filing (i.e., exhibits) or to other official filings in the EDGAR database if they make their filings using the modernized version of EDGARLink that became available May 30, 2000. For example, filers may link from within a document to previously filed documents that are incorporated by reference. The EDGAR system permits links to specific filings only, not to specific information within these documents. Links outside the EDGAR database, including links to web sites, are prohibited.

Hyperlinks may not be used as a substitute for providing information required in the filed document when incorporation by reference is not available. For example, a Form S-1 may contain a hyperlink to the filer's Form 10-K, but the filer still must provide all required business and financial information in the Form S-1.

If incorporation by reference is available, the filer must comply with all related requirements even if the filer chooses to use hyperlinks. For example, a Form S-3 may contain a hyperlink to the previously filed Exchange Act reports incorporated by reference, but the Form S-3 still must make the required statements about which documents are incorporated by reference.

Linked material is not part of the official filing for determining compliance with reporting obligations. Such material, however, is subject to the civil liability and anti-fraud provisions of the federal securities laws whether or not the hyperlink is permitted by the Commission's rules. Moreover, if a company hyperlinks to a hyperlink, which, in turn, links to another hyperlink, the company will be treated as making all the hyperlinked material its own. Also, if a hyperlinked document is corrected or updated by means of a new filing, the document containing the hyperlink also may have to be amended.

May I include whatever bells and whistles I want in the EDGAR HTML documents filed with the SEC, such as pictures of officers or the music used in our advertising?

Permissible EDGAR HTML features include boldface, underlined and italicized text, inclusion of color, and hypertext links. HTML filings may also include graphics and images. In the case of Schedule 14A and Forms N-1A and N-30D the performance graph must file as a graphic. Hyperlinks are also permitted between separate documents in a single submission and to previously filed submissions on the SEC website. However, music, moving images, and links outside the SEC website are not permitted.

What if I link to a filing that is later amended for a material change?

Remember that a link to another document that is later amended may be filed as an amendment to point to the new link. For example, if you link your prospectus to your 10-K and later amend the 10-K, an amended prospectus filing must be submitted to update the link.

May I link to my company’s website?

No. The SEC limits hypertext links to the SEC’s website.

May I file the graphics used in my print document?

No. Web graphics must be in either JPG or GIF formats.

Which graphics are optional?

Logos, photographs of officers, and pie charts are among the optional graphics. Tables and other tabular material containing text are not considered graphics for filing purposes.

How will adding graphics affect my filing?

Adding graphics and images will cause the file to grow in size. Be very careful not to file tabular material as graphics under any circumstances.

Please explain bandwidth.

In technical terms, it is the range of frequencies at which a transmission line or channel can carry data: the higher the frequency, the higher the bandwidth and the greater its information-carrying capacity. Bandwidth is expressed in terms of bps, or bits per second.

In other words, bandwidth has a direct relationship to how fast a connection can handle data, and thus bandwidth affects the amount of time it takes to download or transmit a file over the Internet. Think about how long it takes to download a file from the Internet at home (via a modem with a bandwidth ranging from 28,800 bps to 56,600 bps) versus at work (where you may have a T1 or ISDN line or faster with a bandwidth ranging from 64,000 bps to 1,544,000 bps or faster).

The larger file size of HTML and PDF files, as compared to ASCII, will affect both download times of electronic proofs via SENDD and transmission of your SEC filings, and thus the bandwidth of your connection device will be even more important than it has been previously.

May I include “executable code” in my filing?

No. Executable code refers to programming that is carried by the HTML file to the browser. HTML files can contain a variety of types of programming, such as Java. When the web browser reads these files, the browser may launch other programs behind-the-scenes. An example of executable code is a website that contains button graphics that change when the mouse is moved over the button. The SEC will suspend any filing containing executable code.

In my HTML filings, may I use graphic, image, audio, and video material?

Because of difficulties associated with sending and interpreting graphic, image, audio, and video material, EDGAR does not accommodate electronic submission of such material in ASCII filings. EDGAR, however, does accommodate graphic and image material, but not audio or video material, in HTML documents. Rule 304 of Regulation S-T, governing treatment of omitted graphic, image, audio, and video information, requires that fair and accurate descriptions or transcripts of omitted material be included either at the point in the text where the omission occurs or in an appendix to the electronic filing. A note to Rule 304(a) provides that, if the omitted material includes data, filers must include a tabular representation or other appropriate representation of that data in the electronically filed version of the document. Rule 304 applies only to official filings, not to unofficial PDF copies, which may contain graphic and image material (but not animated graphics, audio or video material).

The graphic, image, audio, and video material in the version of the document distributed to investors is deemed part of the filing and is subject to the liability and antifraud provisions of the federal securities laws. Filers do not need to describe immaterial differences between the distributed and electronically filed versions of a document, such as type size or font, pagination or corporate logos. A safe harbor provides that, to the extent such descriptions or transcripts represent a good faith effort to fairly and accurately describe omitted material, they will not be subject to the liability provisions of the federal securities laws.

The filer must retain any document containing graphic, image, audio, or video material that is omitted from an electronic filing for a period of five years after the filing date of the document or the date appearing on the document, whichever is later. Filers must make such documents available to the Commission staff upon request.

Rule 304(d) of Regulation S-T gives special treatment to the performance line graph required by Item 402(l) of Regulation S-K to be included in proxy and information statements relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting) and the line graph required by Item 5 of Form N-1A for investment companies. ASCII filers must present the numerical data from which these graphs are created in the body of the electronic document in tabular or chart form. Of course, the paper version of the document disseminated to security holders must include the prescribed line graph. See Release No. 33-7427.

The EDGAR system permits graphic or image material in HTML documents that filers submit using a modernized version of EDGARLink. Filers are required to submit graphics in HTML documents only in the limited instances when our rules require graphics. Under Rule 304(e), filers submitting HTML documents must use graphics for the following information: the performance graph that is to appear in registrant proxy and information statements relating to annual meetings of security holders (or special meetings or written consents in lieu of such meetings) at which directors will be elected, as required by Item 402(l) of Regulation S-K; and the line graph that is to appear in registrant annual reports to security holders or prospectuses, as required by paragraph (b) of Item 5 of Form N-1A.

Rule 304(e) prohibits filers from using graphic or image material to submit information such as text or tables, so that users will be able to search and/or download this information into spreadsheet form. Instead, filers must submit such information as text in an ASCII document, or as text or an HTML table in an HTML document. Filers should be aware that the EDGAR system does not support the following:

• Graphics in modules and segmented filings
• Animated graphics (e.g., files with moving corporate logos or other animation), either in any official document or any unofficial PDF copy.

Please note that filers should not place non-public information in graphic files, since all graphic files are disseminated, even if the associated HTML or unofficial PDF document is non-public and not disseminated.

What are my hyperlink options?

The SEC permits hyperlinks within documents, between official documents in a single submission or to previously filed submissions that reside on the SEC website.

The linked material will not become part of the official filing for determining whether disclosure requirements are satisfied, but it is subject to the SEC civil liability and anti-fraud provisions of the federal securities laws.

Links to a URL outside the SEC website are expressly prohibited, as are links to PDF attachments, which the SEC classifies as unofficial.

What if I link to a filing that is later amended for a material change?

Remember that any filing you submit which is subsequently amended with a link to another filing must be re-filed as an amendment to point to the new link. For example, if you link your prospectus to your Form 6-K and later amend the 6-K, an amended prospectus filing must be submitted to update the link.

How does blacklining work in an EDGARized document?

Blacklining (also known as redlining) is less specific in EDGAR filings than for paper filings and is displayed with <R> tags. For each paragraph containing changes since the last filing, an <R> tag is placed at the beginning of paragraph and an </R> tag at the end of the paragraph.

How is changed material marked?

Provisions requiring the marking of changed materials shall be satisfied in ASCII and HTML documents by inserting the tag <R> before and the tag </R> following a paragraph containing changed material. HTML documents may be marked to show changed materials within paragraphs. Financial statements and notes thereto need not be marked for changed material.

How do Investment Company filings differ?

A new investment company must submit its "N-8A" before its initial registration statement. This submission assigns the registrant's 1940 Act (811-) file number, which the EDGAR system "looks up" in subsequent submissions.

Where appropriate, include <ACT> tags with their appropriate values. Failure to include the required tags and values may result in a submission under only one Act and the need to re-submit the filing under the other Act.

Usually, the file number required in an investment company submission header will not be the 1940 Act (811-) but the 1933 Act number or some other specialized number. The following submissions require the 1933 Act number (either 2-, 33-, or 333-): "485APOS," "485BPOS," "485BXT," "24F-2NT," and "N-14/A." An "N-14/A" (a pre-effective amendment to Form N-14) always requires the 1933 Act file number assigned to the initial Form N-14 filed for the particular offering in question.

Fee payment is particularly critical for "24F-2NT" submissions, which cannot be accepted until fee payment is made.

Please use the correct EDGAR submission type.

Complete the facing sheets of registration statements and amendments correctly. Check the appropriate box(es) on the facing sheets of filings under Rule 485 and make sure all EDGAR header tags correspond to those boxes.

Correctly label investment company exhibit documents. See pages C-9, C-10, and C-11 of Appendix C of the EDGAR Filer Manual. Please use the fourteen characters following the decimal point to include a descriptive label.

Why is RR Donnelley the industry leading EDGAR expert?

RR Donnelley leads the industry in delivering compliance and transaction solutions – including EDGAR – to our clients. We’ve always made it easier and always been a leader:

• Being first to market with automatic, direct to the SEC self-service filing of Section 16 documents – NET.filer
• Filing the first ever self-service XML filing with the SEC.
• Filing the first-ever XBRL documents via EDGAR with SEC.
• Developing technology in-house-for fast adaptation to SEC rule changes.
• Experiencing more than 30,000 live EDGAR filings annually – with a strong repeat business history attesting to our service distinctiveness.
• Extending the full power of RR Donnelley’s prepare, produce and deliver capabilities and capacity.
• Extending Continuous Improvement and Six Sigma methodologies throughout our entire operation.

In addition – as the only Fortune 500 Company supporting your compliance and transaction needs – we really understand the need for accurate, on-time and easy as possible, compliance mechanics.

1. Does the proof contain all of your document? Is the sequence accurate?
2. Was the conversion accurate?
3. If an amendment, is the blacklining (“redlining”) correct?
4. Is anything missing – information in the Submission Header, tags or values
5. Are the CIK and CCC codes correct in the Submissions Header? Are all of the letters in the proper case for the CCC?
6. Is the EDGAR Form Type listed in Submission Header accurate?
7. Are all of the document headers correct? And the document descriptions?
8. Have all the necessary exhibits been included?
9. Are the signature formats and dates correct?
10. If applicable, are the 424b and 425 language and registration numbers included?