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17 CFR Parts 232, 239, 270 and 274

[Release Nos. 33-8823; IC-27884; File Number S7-05-07]

RIN 3235-AJ59

EXTENSION OF INTERACTIVE DATA VOLUNTARY REPORTING

PROGRAM ON THE EDGAR SYSTEM TO INCLUDE MUTUAL FUND

RISK/RETURN SUMMARY INFORMATION

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

SUMMARY: We are adopting rule amendments to extend the current interactive data

voluntary reporting program to enable mutual funds voluntarily to submit supplemental

tagged information contained in the risk/return summary section of their prospectuses. A

mutual fund choosing to tag its risk/return summary information also would continue to

file this information in HTML or ASCII format, as currently required. This extension of

the voluntary program is intended to help us evaluate the usefulness to investors, thirdparty analysts, registrants, the Commission, and the marketplace of data tagging and, in

particular, of tagging mutual fund information.

EFFECTIVE DATE: August 20, 2007.

FOR FURTHER INFORMATION CONTACT: Alberto H. Zapata, Senior Counsel,

or Brent J. Fields, Assistant Director, Office of Disclosure Regulation, Division of

Investment Management, at (202) 551-6784, Securities and Exchange Commission, 100

F Street, NE, Washington, DC 20549-5720. If you have questions about the EDGAR

system, contact Richard Heroux, EDGAR Program Manager, at (202) 551-8800, in the

Office of Information Technology.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission

(“Commission”) is adopting amendments to rules 401 1 and 402 2 of Regulation S-T 3 , rule

8b-33 4 under the Investment Company Act of 1940 (“Investment Company Act”), and

Form N-1A 5 under the Investment Company Act and the Securities Act of 1933

(“Securities Act”). 6

17 CFR 232.401.

17 CFR 232.402.

17 CFR 232.10 et seq.

17 CFR 270.8b-33.

17 CFR 239.15A and 274.11A.

The Commission proposed these amendments in February 2007. Securities Act Release

No. 8781 (Feb. 6, 2007) [72 FR 6676 (Feb. 12, 2007)] (“Proposing Release”).

Table of Contents

II.

BACKGROUND

Interactive Data and XBRL

The Voluntary Program and Tagging of Mutual Fund Information

DISCUSSION

Expansion of Voluntary Program Content

Required Disclosure

Liability Issues

The Risk/Return Summary Taxonomy and Software Tools

Effective Date

III. PAPERWORK REDUCTION ACT

IV. COST/BENEFIT ANALYSIS

PROMOTION OF EFFICIENCY, COMPETITION, AND CAPITAL

FORMATION

VI. FINAL REGULATORY FLEXIBILITY ANALYSIS

VII. STATUTORY AUTHORITY

TEXT OF RULE AND FORM AMENDMENTS

BACKGROUND

Interactive Data and XBRL

For the past several years, the Commission has been evaluating the use of

interactive data tagging as a tool to improve the timeliness and accessibility of the

information contained in filings with the Commission under the federal securities laws. 7

Data tagging uses standard definitions (or data tags) to translate text-based information

into data that is interactive, that is, data that can be retrieved, searched, and analyzed

through automated means. 8

Interactive data has enormous potential to enable investors and other market

participants to analyze and compare data from different sources more efficiently and

effectively and to exchange information across various platforms automatically. Through

interactive data, static text-based information can be transformed into dynamic databases

that can readily be searched and analyzed, facilitating the comparison of information

See SEC to Rebuild Public Disclosure System to Make It ‘Interactive,’ Securities and

Exchange Commission Press Release, Sept. 25, 2006, available at:

http://www.sec.gov/news/press/2006/2006-158.htm (“September 25 Press Release”);

Commission Announces Roundtable Series Giving Investors and Analysts Better

Financial Data via Internet, Securities and Exchange Commission Press Release,

Mar. 9, 2006, available at: http://www.sec.gov/news/press/2006-34.htm; SEC Offers

Incentives for Companies to File Financial Reports with Interactive Data, Securities and

Exchange Commission Press Release, Jan. 11 2006, available at:

http://www.sec.gov/news/press/2006-7.htm (“January 11 Press Release”); SEC

Announces Initiative to Assess Benefits of Tagged Data in Commission Filings,

Securities and Exchange Commission Press Release, July 22, 2004, available at:

http://www.sec.gov/news/press/2004-97.htm.

The Commission’s Electronic Data Gathering, Analysis, and Retrieval System

(“EDGAR”) has allowed certain tagged data since its inception, for example, by using

Standard Generalized Markup Language and Extensible Markup Language (“XML”) to

tag form-specific information (such as the form type, central index key, and file number)

that accompanies electronic documents submitted on EDGAR. More recently, EDGAR

has employed HyperText Markup Language (“HTML”) to format documents and made

limited use of XML related to financial and business information contained within certain

EDGAR submissions.

across companies, reporting periods, and industries. Interactive data also provides a

significant opportunity to automate information processing throughout the business and

reporting cycle, with the potential to increase accuracy and reduce costs. By ensuring

that information is classified properly at each step of the cycle, and minimizing the need

for human intervention and, therefore, human error, interactive data may improve the

quality of information at decreased cost.

Tags are defined in taxonomies, which are essentially data dictionaries that

describe individual items of information and mathematical and definitional relationships

among the items. As tagging has continued to gain prominence in recent years, there has

been substantial progress in developing data tagging taxonomies related to a language for

the electronic communication of business and financial data known as eXtensible

Business Reporting Language (“XBRL”). XBRL was developed as an open source

specification that describes a standard format for tagging financial and other information

to facilitate the preparation, publication, and analysis of that information by software

applications. 9 XBRL was developed and continues to be supported by XBRL

International, a collaborative consortium of approximately 450 organizations representing

many perspectives in the financial reporting community. 10 XBRL International and its

related entities have been developing standard taxonomies that are designed to classify

and define financial information in accordance with U.S. Generally Accepted Accounting

Principles (“GAAP”) and Commission regulations. The Commission has contracted with

“Open Source” means that the software can be used by anyone without charge and is

being developed in an open and collaborative setting. For a more detailed discussion

about XBRL, see “How XBRL Works” on the XBRL International Web site available at:

http://www.xbrl.org/HowXBRLWorks/.

See “About the Organisation” page and subpages on the XBRL International Web site,

available at: http://www.xbrl.org/AboutTheOrganisation/.

XBRL US, Inc., the U.S. based jurisdiction of XBRL International, to help complete the

writing of XBRL taxonomies that would enable companies in all industries to file

financial reports with the Commission using XBRL. 11

The Voluntary Program and Tagging of Mutual Fund Information

As part of our evaluation of the potential of interactive data tagging technology,

the Commission adopted rules in 2005 instituting a program that permits filers, on a

voluntary basis, to submit financial information tagged in XBRL format as an exhibit to

certain filings on the Commission’s Electronic Data Gathering, Analysis and Retrieval

System (“EDGAR”). 12 The Commission adopted the voluntary program to help evaluate

the usefulness of data tagging and XBRL to registrants, investors, the Commission, and

the marketplace. 13 In 2006, the Commission initiated an interactive data test program, in

which companies, including investment companies, voluntarily agree to furnish financial

data in XBRL format for at least one year and provide feedback on their experiences,

including the costs and benefits. 14 The data currently permitted in XBRL exhibits is

limited to financial information.

September 25 Press Release, supra note 7.

See Securities Act Release No. 8529 (Feb. 3, 2005) [70 FR 6556 (Feb. 8, 2005)] (“XBRL

Adopting Release”); Securities Act Release No. 8496 (Sept. 27, 2004) [69 FR 59094

(Oct. 1, 2004)] (“XBRL Proposing Release”). See also Securities Act Release No. 8497

(Sept. 27, 2004) [69 FR 59111 (Oct. 1, 2004)] (concept release soliciting comment on

data tagging).

XBRL Adopting Release, supra note 12, 70 FR at 6556-57.

January 11 Press Release, supra note 7. For more information about the Commission’s

interactive data initiatives, see the Commission Web page “Spotlight On: Interactive Data

and XBRL Initiatives,” available at: http://www.sec.gov/spotlight/xbrl.htm.

The current voluntary program extends to financial information for investment

companies, including open-end management investment companies (“mutual funds”). 15

In February of this year, we proposed amendments to the voluntary program that would

permit mutual funds to tag the information in the risk/return summary section of their

prospectuses using a taxonomy developed by the Investment Company Institute

(“ICI”). 16

The risk/return summary section of the mutual fund prospectus contains important

information about investment objectives and strategies, risks, and costs, 17 and tagging

this information could provide powerful tools for investors. With almost half of all U.S.

households owning mutual funds, 18 typically to fund their education, retirement, and

other basic needs, improving the quality of mutual fund disclosure is important to

millions of Americans. Tagging of key mutual fund information could help to streamline

See SEC XBRL Voluntary Program Extends to Investment Companies, Securities and

Exchange Commission Press Release, Aug. 8, 2005, available at:

http://www.sec.gov/news/press/2005-112.htm.

The ICI is a national association of the American investment company industry. In

March 2006, the ICI announced an initiative to create a taxonomy to cover the risk/return

summary information. See Stevens Calls for Greater Use of Internet; Announces

Initiative to Develop XBRL Data Tagging Technology, ICI Press Release, Mar. 20, 2006,

available at: http://ici.org/statements/nr/2006/06_news_mfimc.html#TopOfPage; ICI

Unveils Draft XBRL Taxonomy For Public Review, ICI Press Release, Jan. 4, 2007,

available at: http://www.ici.org/statements/nr/07_news_xbrl_txnmy.html#TopOfPage.

In a letter to the Commission staff, dated May 18, 2007, the ICI advised that the

risk/return summary taxonomy is ready for use and described its response to comments

received regarding the taxonomy development. See Letter from Donald J. Boteler, Vice

President – Operations and Continuing Education, ICI, to Andrew J. Donohue, Director,

Division of Investment Management (May 18, 2007) (“Boteler Letter”), available at:

http://www.sec.gov/comments/s7-05-07/s70507-21.pdf. The ICI also indicated that the

schema files and reference materials for the taxonomy are available at: http://xbrl.ici.org.

Items 2 and 3 of Form N-1A [17 CFR 239.15A and 274.11A].

2007 Investment Company Fact Book, at 57-58, Investment Company Institute (2007),

available at: http://www.ici.org/home/2007_factbook.pdf.

the delivery of mutual fund information and provide investors, analysts, and others with

improved tools to compare funds based upon, among other things, costs, investment

objectives, strategies, and risks. In addition, the risk/return summary information is

largely narrative in format, and exploring the viability of tagging this information will

provide us with valuable insights as we assess the potential for tagging other primarily

narrative information.

The Commission received eight comment letters on the proposed rule

amendments, including comments from software vendors, an accounting firm, a trade

association, and several individuals. 19 These commenters generally supported the

proposed rules to extend the interactive data voluntary reporting program to the

risk/return summary section of mutual fund prospectuses. We are adopting the proposed

amendments, with minor modifications to address commenters’ recommendations. The

rule amendments are intended to help us evaluate the usefulness to investors, third-party

analysts, registrants, the Commission, and the marketplace of data tagging and, in

particular, of tagging mutual fund information.

II.

DISCUSSION

As part of our ongoing effort to evaluate the usefulness of data tagging, we are

adopting amendments to extend the voluntary program to enable mutual funds to submit

exhibits containing tagged risk/return summary information attached to EDGAR

See comment letters of Confluence (Mar. 14, 2007); Walter S. Hamscher (“Hamscher”)

(Mar. 2, 2007); Charles S. Hoffman (“Hoffman”) (Feb. 10, 2007); ICI (Mar. 14, 2007);

NewRiver, Inc. (“NewRiver”) (Mar. 14, 2007); PricewaterhouseCoopers LLP (“PWC”)

(Mar. 14, 2007); Rivet Software, Inc. (“Rivet”) (Mar. 14, 2007); Ayal Rosenthal

(“Rosenthal”) (Mar. 6, 2007). The ICI contracted with PWC to design and construct the

risk/return taxonomy, and Hamscher was a subcontractor to PWC. The comment letters

are available on the Commission’s Web site at: http://www.sec.gov/comments/s7-0507/s70507.shtml.

filings. 20 Any mutual fund may participate, without pre-approval, merely by submitting

the risk/return summary information in the required manner. As we continue to gain

experience with interactive data, we will evaluate the benefits of data tagging to

investors, analysts, and others. If, in the future, we consider requiring filers to tag the

risk/return summary information, that would be the subject of a separate rulemaking

proposal.

Expansion of Voluntary Program Content

Currently, the XBRL data furnished under the voluntary program must consist of

at least one item from a list of enumerated mandatory content (“Mandatory Content”),

including financial statements, earnings information, and, for registered management

investment companies, financial highlights or condensed financial information. 21 We are

adding the risk/return summary information set forth in Items 2 and 3 of Form N-1A as a

new item of Mandatory Content, with two modifications to our proposal that address

commenters’ recommendations.

Our proposal, like the current voluntary program, would have required that

Mandatory Content “consist of a complete set of information for all periods presented in

the corresponding official EDGAR filing.” 22 First, the adopted amendments clarify that,

in the case of a Form N-1A filing that includes more than one series, 23 a filer may tag a

The amendments do not alter the current voluntary program as it applies to the furnishing

of XBRL information by non-investment companies.

Rule 401(b)(1) of Regulation S-T [17 CFR 232.401(b)(1)].

Rule 401(b)(1)(i) of Regulation S-T [17 CFR 232.401(b)(1)(i)].

A mutual fund may issue multiple “series” of shares, each of which is preferred over all

other series in respect of assets specifically allocated to that series. Rule 18f-2 under the

Investment Company Act [17 CFR 270.18f-2]. Each series is, in effect, a separate

investment portfolio.

complete set of risk/return summary information for any one or more series. 24 For

example, if a filing contains information about four series, a filer could tag information

for one, two, three, or four series. Filers who choose to tag the information for a

particular series would be required to tag all the information for that series, including the

information for each class of the series. 25 Second, we have modified the proposed

amendments, which would have required the information for each class to be separately

identified, to clarify, as suggested by a commenter, 26 that this requirement applies only to

information that does not relate to all of the classes in a series. 27 Thus, class-specific

information, such as expenses and performance, would be required to be separately

identified by class. Information that is not class-specific, such as investment objectives,

would not be required to be separately identified by class.

Three commenters stated that if a mutual fund’s official filing contains

information for more than one series or class, the fund should be permitted to submit

tagged risk/return summary information for one or more, but fewer than all, series or

classes. 28 One of these commenters indicated that this approach would provide the

broadest possible participation in the voluntary program. 29 We agree with these

commenters that mutual funds volunteering to participate in the reporting program that

Rule 401(b)(1)(iv) of Regulation S-T [17 CFR 232.401(b)(1)(iv)].

A mutual fund may issue more than one class of shares that represent interests in the

same portfolio of securities with each class, among other things, having a different

arrangement for shareholder services or the distribution of securities, or both. Rule 18f-3

under the Investment Company Act [17 CFR 270.18f-3].

See letter from ICI, supra note 19.

Rule 8b-33 under the Investment Company Act [17 CFR 270.8b-33].

See letters from Hamscher, ICI, and PWC, supra note 19.

See letter from ICI, supra note 19.

include more than one series in an official filing should not be required to tag the

information for all series in the filing. A mutual fund’s series represent separate

portfolios of securities, each with its own discrete investment objectives and strategies.

Each series of a registered investment company is a distinct mutual fund though they are

organized as part of a single legal entity. As a result, we have concluded that tagging one

or more series should not require tagging all the series of a fund. Therefore, our rule

amendments permit mutual funds to submit tagged risk/return summary information for

one or more series in an official filing. 30 This flexibility should encourage participation

in the voluntary program. 31

We disagree, however, with commenters’ recommendations 32 that volunteers be

permitted to tag the risk/return summary information for less than all classes for any

mutual fund or series selected. Permitting tagged submissions for less than all the classes

of a fund or series would significantly impair the Commission’s and users’ ability to

evaluate the effectiveness of the ICI’s risk/return summary taxonomy in tagging classspecific information. In addition, it would limit the ability to assess the usefulness of the

taxonomy in facilitating the comparison of class-specific information, such as expenses

and performance, within a fund.

Rule 401(b)(1)(iv).

We have previously indicated that rule 8b-33 would require investment companies to

submit tagged XBRL documents separately for each series of an investment company

registrant. See XBRL Proposing Release, supra note 12, 69 FR at 59097 n. 49. Under

amended rule 8b-33, a mutual fund will not be required to submit tagged risk/return

summary information in separate documents for each series or class, provided that the

information is tagged in such a manner that the information may be separately identified

by series and class.

See letters from Hamscher, ICI, and PWC, supra note 19.

As with all tagged exhibits under the voluntary program, submissions of tagged

exhibits containing risk/return summary information will be supplemental and will not

replace the required HTML or ASCII version of the information called for in Form N-1A.

Volunteers will be required to file their complete official registration statements to ensure

that all investors have access to information upon which to base their investment

decisions. 33 While tagged exhibits will be required to reflect the same information

contained in the risk/return summary section of the related official Form N-1A filing, we

emphasize that investors and others should continue to rely on the official filing rather

than the tagged exhibit.

We are adopting, as proposed, the requirement that mutual funds submitting

tagged risk/return summary information must include this information as an exhibit to an

amendment to a previous filing on Form N-1A. 34 Form N-1A filings, which contain

mutual fund registration statements (or amendments thereto), are often subject to revision

prior to effectiveness. For this reason, the rules do not permit the submission of a tagged

Consistent with the current voluntary program, once received by the Commission, the

official filing and the tagged risk/return summary information submitted as exhibits to the

official filing will undergo technical validations. The official filing will continue to

follow the normal process for receipt and acceptance. That is, it will be suspended if it

fails its validation criteria. If the official filing meets its validation criteria, but any

tagged risk/return summary document submitted as an exhibit to the official filing fails its

own validation criteria, all tagged documents will be removed and the official filing will

be accepted and disseminated without the tagged documents. The volunteer will be

notified of the submission problem with the tagged documents. If the official filing fails

to meet the required receipt and acceptance process and is suspended for any reason, any

tagged risk/return summary information submitted with the official filing will also be

suspended.

See Rule 401(a) of Regulation S-T [17 CFR 232.401(a)]; rule 8b-33. A mutual fund

submitting tagged risk/return summary information as an exhibit to Form N-1A will be

required to name each document “EX-100” as specified in the EDGAR Filer Manual.

We also are adopting a technical amendment to General Instruction B.4.(b) of Form

N-1A to add rule 8b-33 to the list of general provisions that apply to the filing of

registration statements on Form N-1A.

exhibit that is related to a registration statement or an amendment that is not yet effective.

More specifically, the rules provide that a tagged exhibit to a Form N-1A filing, whether

the filing is an initial registration statement or an amendment thereto, may be submitted

only as an amendment to the filing to which the tagged exhibit relates and only after the

effective date of such filing. 35 An exhibit containing tagged risk/return summary

information may be submitted under rule 485(b) of the Securities Act, which provides for

immediate effectiveness of amendments that make non-material changes, and will only

need to contain the new exhibit, a facing page, a signature page, a cover letter explaining

the nature of the amendment, and a revised exhibit index.

The voluntary program requires all volunteers to use the appropriate version of a

standard taxonomy, supplemented with extension taxonomies as specified by the

EDGAR Filer Manual. Filers submitting tagged risk/return summary information should

not include the risk/return summary taxonomy in their submissions as this taxonomy will

be stored as a part of the EDGAR system. Section 5.2.4 of the EDGARLink Filer

Manual (Volume II): “EDGAR Filing” will provide instructions and guidance on the

preparation, submission, and validation of EDGAR-acceptable electronic filings with

attached tagged risk/return summary information. 36 The EDGAR system upgrade to

Release 9.7 is scheduled to become available on August 20, 2007, to, among other things,

Rule 401(a); rule 8b-33.

Rule 301 of Regulation S-T, the regulation that governs the preparation and transmission of

electronic filings on the Commission's EDGAR system, requires electronic filings to be

prepared in accordance with the provisions of the EDGAR Filer Manual. The Filer Manual

contains the technical formatting requirements for electronic submissions. Filers must

comply with those requirements to ensure the timely receipt and acceptance of documents

submitted to the Commission in an electronic format. The Commission’s EDGAR Filer

Manual is available at: http://www.sec.gov/info/edgar.shtml.

enable EDGAR to process tagged risk/return summary information when the expanded

voluntary program becomes effective.

Similar to the current voluntary program, volunteers will be free to submit tagged

risk/return summary information regularly or from time to time, and volunteers may stop

and start as they choose. Participating in the voluntary program will not create a

continuing obligation for a volunteer to submit tagged risk/return summary information

as an exhibit to a subsequent post-effective amendment. A volunteer will, however, be

required to amend any tagged risk/return summary exhibits that do not comply with the

content and format requirements of rule 401, e.g., because they do not reflect the same

information as the corresponding official filing. 37

One commenter, while agreeing that participation in the voluntary program

should not create a continuing obligation to submit tagged risk/return summary

information as an exhibit to a subsequent post-effective amendment, noted that rendering

tools may not be able to detect that tagged data is no longer current. 38 The commenter

encouraged the Commission to consider whether additional safeguards, such as the option

to withdraw tagged exhibits, should be made available to ensure that there is no liability

to funds or harm to investors if rendering tools utilize outdated information. As we noted

in response to similar comments when the voluntary program rules were initially adopted,

submissions to EDGAR cannot, as a practical matter, be withdrawn after public

See rule 401(c)(1) of Regulation S-T [17 CFR 232.401(c)(1)] (requires tagged exhibits to

reflect the same information as corresponding official filing); XBRL Adopting Release,

supra note 12, 70 FR at 6559 n. 48.

See letter from ICI, supra note 19.

dissemination. 39 In order to address questions of potential harm to investors and liability

to mutual funds, the rules provide for cautionary disclosures 40 and liability protections. 41

The amendments we are adopting will, as proposed, provide mutual funds with

the option to submit tagged financial highlights or condensed financial information as a

tagged exhibit to an amendment to the Form N-1A filing to which the information

relates. 42 Mutual funds also may continue to submit this information as an exhibit to

Form N-CSR, as currently permitted, whether or not they submit tagged risk/return

summary information. 43 A mutual fund submitting tagged risk/return summary

information may, but is not required to, submit tagged financial highlights or condensed

financial information. Similarly, a mutual fund that submits tagged financial highlights

or condensed financial information may, but is not required to, submit tagged risk/return

summary information.

XBRL Adopting Release, supra note 12, 70 FR at 6559.

See infra Section II.B.

See infra Section II.C.

Rule 8b-33 (permitting tagged exhibits under the voluntary program to be submitted on

Form N-1A); Item 8(a) of Form N-1A (requiring mutual funds to provide financial

highlights information); rule 401(a) and (b)(1)(iii) of Regulation S-T [17 CFR 232.401(a)

and (b)(1)(iii)] (permitting information set forth in Item 8(a) of Form N-1A as Mandatory

Content under the voluntary program).

Rule 401(a) and (b)(1)(iii) (permitting financial highlights or condensed financial

information set forth in Item 8(a) of Form N-1A to be submitted as Mandatory Content);

rule 8b-33. Mutual funds must include their financial highlights or condensed financial

information in every annual and semi-annual report transmitted to shareholders. Items

22(b)(2) and (c)(2) of Form N-1A (requiring annual or semi-annual reports to include the

information required by Item 8(a) of Form N-1A). Mutual funds must include a copy of

their annual or semi-annual report transmitted to shareholders with their Form N-CSR

filed with the Commission. Item 1 of Form N-CSR.

Required Disclosure

The Commission is adopting, as proposed, a requirement that the exhibit index of

any Form N-1A filing that includes a tagged exhibit disclose that the purpose of

submitting the tagged exhibit is to test the related format and technology and, as a result,

investors should not rely on the exhibit in making investment decisions. 44 In addition, we

are requiring this disclosure to appear within a tagged exhibit, as recommended by some

commenters. 45

We believe that the inclusion of the cautionary disclosure within tagged

risk/return summary exhibits may help to alert investors and other users that the exhibits

should not be relied on in making investment decisions. We are modifying the proposed

rule to require that the disclosure be included within the exhibits as a tagged data

element. 46 The ICI indicated in its comment letter that an element could be added to the

risk/return summary taxonomy for the display of this disclosure and has now done so.

We encourage parties that are developing rendering tools for the risk/return summary

taxonomy to make use of this data tag in order to display the cautionary disclosure in

rendered versions of funds’ risk/return summary information.

The adopted rules, like the proposed rules and consistent with one commenter’s

recommendation, 47 do not require a Form N-1A filing that includes tagged exhibits

Rule 401(d)(1)(ii) and (d)(2)(i) of Regulation S-T [17 CFR 232.401(d)(1)(ii) and

(d)(2)(i)]. Rule 483(a) of Regulation C [17 CFR 230.483(a)] requires, among other

things, that a registration statement of a registered investment company “contain an

exhibit index, which should immediately precede the exhibits filed with such registration

statement.”

See letters from ICI and PWC, supra note 19.

Rule 401(d)(2)(i).

See letter from ICI, supra note 19.

containing only risk/return summary information to disclose that the information in the

exhibits is “unaudited” or “unreviewed.” This disclosure will be required in a Form

N-1A filing with which tagged financial highlights or condensed financial information is

submitted. 48

Liability Issues

The two commenters who addressed liability issues supported the proposal to

extend to tagged risk/return summary information limited protection from liability that is

similar to the protection provided under the current voluntary program, 49 and we are

adopting the liability protection as proposed. We are providing this protection because

liability remains for the official filing, and because the program is experimental, it

contains certain safeguards, and the program should not unnecessarily deter volunteers

from participating.

Under the current voluntary program, tagged exhibits are not deemed filed for

purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) 50 or

Section 34(b) of the Investment Company Act, 51 or otherwise subject to the liability of

these sections. 52 In addition, the current rules also provide more general relief from

liability under the securities laws, including the Securities Act, the Exchange Act, the

Rule 401(d)(1)(i) of Regulation S-T [17 CFR 232.401(d)(1)(i)].

See letters from ICI and PWC, supra note 19.

15 U.S.C. 78r.

15 U.S.C. 80a-33(b).

Rule 402(a)(1) under Regulation S-T [17 CFR 232.402(a)(1)]. Further, because the

tagged documents are not filed under the Exchange Act, they are not incorporated by

reference into registration statements filed under the Securities Act or prospectuses they

contain. These protections apply regardless of whether the documents are exhibits to a

document otherwise incorporated by reference into a filing.

Trust Indenture Act of 1939, and the Investment Company Act, for information in a

tagged exhibit that complies with the content and format requirements of the voluntary

program to the extent that the information in the corresponding portion of the official

EDGAR filing was not materially false or misleading. 53

The amendments we are adopting, as proposed, extend the liability protection

under the voluntary program to include Section 11 of the Securities Act. 54 Specifically,

we are amending rule 402(a) to provide that tagged exhibits are not deemed filed for

purposes of Section 11 or otherwise subject to the liabilities of that section. In addition,

we are amending rule 402(a) to state explicitly that tagged exhibits are not part of any

registration statement to which they relate. 55 Finally, the provision in the current rules

that affords volunteers general relief from liability under the federal securities laws to the

extent that the information in the corresponding portion of the official EDGAR filing was

not materially false or misleading includes liability protections under the Securities Act,

Rule 402(b) of Regulation S-T [17 CFR 232.402(b)].

In addition, the current provisions of rule 402(a) will apply to tagged risk/return summary

information. In particular, a tagged exhibit on Form N-1A will not be deemed

incorporated by reference into another filing, regardless of whether the tagged exhibit is

an exhibit to a document otherwise incorporated by reference into another filing. Rule

402(a)(2) under Regulation S-T [17 CFR 232.402(a)(2)]. All other liability and antifraud

provisions of the Securities Act, Exchange Act, and Investment Company Act will apply.

Rule 402(a)(3) under Regulation S-T [17 CFR 232.402(a)(3)]. For example, material

misstatements or omissions in a tagged submission will continue to be subject to liability

under Section 10(b) [15 U.S.C. 78j(b)] and rule 10b-5 [17 CFR 240.10b-5] under the

Exchange Act.

Section 11 of the Securities Act applies to “any part of the registration statement, when

such part became effective.” The Commission takes a similar approach with unofficial

PDF copies contained in electronic submissions. See Rule 104(d) of Regulation S-T

[17 CFR 232.104(d)]. Similar to the other protections in the voluntary program, Section

11 liability relief will not extend to the information that the official filing contains.

and it will apply to tagged documents submitted as exhibits on Form N-1A. 56 We will

continue to caution users on the Commission’s Web site that documents submitted under

the voluntary program should not be relied upon for making investment decisions, and

users should continue to rely on the company’s official filing. 57

The Risk/Return Summary Taxonomy and Software Tools

The taxonomy for tagging the risk/return summary information was developed by

the ICI. Mutual funds will be permitted to submit documents containing risk/return

summary information that is tagged using the ICI’s taxonomy commencing on the

effective date of the rules that we are adopting. In January 2007, the ICI released a draft

risk/return summary taxonomy for public review and comment. 58 The final taxonomy

was submitted for acknowledgement by the ICI to XBRL International on May 16,

2007, 59 in accordance with XBRL International procedures. 60 The taxonomy received

Rule 402(b). We are adopting technical amendments to rule 402(b) to replace each

reference to “Item 401” with “Rule 401.”

See “XBRL Data Submitted in the XBRL Voluntary Program on EDGAR” page on the

Commission Web site, available at: http://www.sec.gov/Archives/edgar/xbrl.html.

See ICI Unveils Draft XBRL Taxonomy For Public Review, Investment Company

Institute Press Release, Jan. 4, 2007, available at:

http://www.ici.org/statements/nr/07_news_xbrl_txnmy.html#TopOfPage. See also

Statements of SEC Chairman Christopher Cox and Division of Investment Management

Director Andrew Donohue Regarding the Investment Company Institute’s Mutual Fund

Interactive Data Taxonomy, Securities and Exchange Commission Press Release, Jan. 4,

2007, available at: http://www.sec.gov/news/press/2007/2007-2.htm.

See Boteler Letter, supra note 16.

XBRL US, Inc., represents the United States to XBRL International. XBRL US, Inc., is

responsible for organizing and sponsoring taxonomies from the United States, including

the main accounting standards for United States business reporting. There are two levels

of XBRL taxonomy recognition: (1) “acknowledgement” is formal recognition that a

taxonomy complies with XBRL specifications, including testing by a defined set of

validation tools; and (2) “approval” is a formal recognition requiring more detailed

quality assurance and testing, including compliance with official XBRL guidelines for the

type of taxonomy under review, creation of a number of instance documents, and an open

review period after acknowledgement. For more information regarding the XBRL

acknowledgement in June 2007. 61 The ICI also intends to seek approval of the taxonomy

in accordance with the procedures of XBRL International, but has indicated that requiring

the taxonomy to be approved prior to use in the voluntary program could introduce delay,

the length of which is unpredictable. 62

We have concluded that the ICI’s taxonomy is sufficiently developed to permit its

use in the voluntary program. Three commenters involved in the taxonomy development

process stated that the risk/return summary taxonomy is sufficiently developed for use in

the voluntary program, noting that the taxonomy was developed through the use of a

broad working group that was given the opportunity to review and comment on the

taxonomy as it was developed and that the taxonomy was subjected to a public review

and comment period. 63 While some commenters suggested changes to the taxonomy,

such as reducing the number of elements in the taxonomy 64 or avoiding the use of

complex structures, 65 these commenters did not suggest that the voluntary program

should be delayed unless the taxonomy is modified. The ICI has considered the

comments it received on the taxonomy, as well as the comments on the taxonomy

submitted to the Commission, and has submitted a letter to the Commission’s staff

summarizing its response to the commenters and the taxonomy changes that were

taxonomy recognition process, see “Taxonomy Recognition Process” on the XBRL

International Web site available at: http://www.xbrl.org/TaxonomyRecognition/.

The taxonomy is available on XBRL International’s Web site at:

http://www.xbrl.org/Taxonomy/ici/ici-rr-summarydocument-20070516acknowledged.htm.

See letter from ICI, supra note 19. See also letter from Hamscher, supra note 19.

See letters from Hamscher, ICI, and PWC, supra note 19.

See letter from NewRiver, supra note 19.

See letter from Rivet, supra note 19.

made. 66 In its letter, the ICI asserts that the taxonomy is ready for use with the

Commission’s interactive data voluntary reporting program. In light of the ICI’s

consideration of comments related to the taxonomy, and the comments that we received

favoring the expansion of the voluntary program to the risk/return summary, 67 we have

concluded that it is appropriate to permit use of the taxonomy in its present state of

development. Further, the purpose of the voluntary program is to test and evaluate

tagging technology, and, as a result, we agree with commenters’ recommendations that it

is not necessary for approval of the taxonomy to be obtained before permitting volunteers

to submit tagged documents.

As in the current voluntary program, filers will be permitted to use extensions to

the risk/return summary taxonomy, which are additional tags created by a particular user

that further refine the tags contained in a standard taxonomy. Some commenters

supported permitting the use of at least some extensions with the risk/return summary

taxonomy, 68 but one commenter opposed the use of extensions to the risk/return

summary taxonomy, stating that the extensions would introduce complexity. 69 While we

recognize that permitting the use of extensions to the risk/return summary taxonomy may

affect the ability to compare or render tagged submissions, we believe that it will be

helpful to permit extensions on an unrestricted basis at this time. Experimentation with

extensions will permit the Commission, filers, and users of tagged filings to better assess

See Boteler Letter, supra note 16.

See letters from Confluence, Hamscher, Hoffman, ICI, NewRiver, PWC, and Rosenthal,

supra note 19.

See letters from ICI, PWC, and Rivet, supra note 19.

See letter from Confluence, supra note 19.

the need for extensions to the risk/return summary taxonomy and the impact that

extensions may have on tagged documents.

One commenter recommended that the Commission impose validity testing on

tagged risk/return summary exhibits in addition to the tests currently performed under the

voluntary program, but we have determined not to impose additional testing at this

time. 70 The commenter stated that additional validity testing would improve the quality

of tagged exhibits submitted. Currently, under the voluntary program, validity testing of

tagged exhibits consists of testing for: (1) content validation (i.e., validating for invalid

ASCII characters); (2) document-type validation (e.g., ensuring that EX-100.INS

documents have .xml extensions and “<XBRL tags>”); and (3) XBRL validation (e.g.,

ensuring that exhibits follow appropriate XBRL standards and are structured according to

the taxonomy). We agree that increased validity testing of tagged submissions might

improve their quality. The purpose of the voluntary program, however, is to test the

technology and the taxonomy. We, therefore, believe that it is premature to impose

additional validity testing upon tagged risk/return summary documents.

The Commission’s Web site currently provides access to a prototype XBRL Web

application that converts tagged financial information submitted in the voluntary program

into a rendered, or human readable, format. 71 At present, our Web site does not provide

access to any rendering or analytical tools for use with tagged risk/return summary

information. Some commenters favored a tool on the Commission’s Web site that would

See comment letter from Hoffman, supra note 19.

See “Interactive Financial Report Viewer — Preview Release” Web page on the

Commission Web site, available at: http://www.sec.gov/spotlight/xbrl/xbrlwebapp.htm.

render tagged risk/return summary documents. 72 One commenter noted that such a tool

could help both investors and mutual funds to better understand and explore the benefits

of tagging and could stimulate the development of other, more sophisticated tools for

rendering tagged data. 73 We agree that the availability of rendering and analysis tools

will help investors and mutual funds, as well as third party users, to evaluate the benefits

of tagged risk/return summary data.

We will continue to analyze rendering and other capabilities specifically

developed for the risk/return summary taxonomy, and we may add these features to our

Web site in the future. The Commission also encourages funds and third parties to

develop these tools. Users of EDGAR data on the Commission’s Web site will be able to

download the tagged risk/return summary information to perform their own analysis if

they have appropriate software. Users will continue to be able to view the official filing

in ASCII or HTML format, as they can today.

Effective Date

The effective date of these amendments is August 20, 2007, in order to provide

sufficient time to implement EDGAR system changes necessary to provide for risk/return

summary functionality.

III.

PAPERWORK REDUCTION ACT

The rule and form amendments contain “collection of information” requirements

within the meaning of the Paperwork Reduction Act of 1995 (“PRA”). 74 Provision of

information under the amendments would be voluntary and would not be kept

See letters from Hamscher, ICI, and PWC, supra note 19.

See letter from ICI, supra note 19.

44 U.S.C. 3501 et seq.

confidential. An agency may not conduct or sponsor, and a person is not required to

respond to, an information collection unless it displays a currently valid Office of

Management and Budget (“OMB”) control number.

The title for the collection of information is “Voluntary XBRL-Related

Documents” (OMB Control No. 3235-0611). The rule and form amendments expand the

current interactive data voluntary reporting program to enable mutual funds voluntarily to

submit tagged information contained in the risk/return summary section of their

prospectuses on EDGAR as exhibits to Form N-1A filings. We published notice

soliciting comments on the collection of information requirements in the release

proposing the amendments and submitted the proposed collection of information to OMB

for review in accordance with 44 U.S.C. 3507(d) and 5 CFR 1320.11. 75 OMB preapproved these collection requirements. We received no comments on the collection of

information requirements.

The Voluntary Program

The amendments, which will expand the current interactive data voluntary

reporting program to enable mutual funds voluntarily to submit tagged information

contained in the risk/return summary section of their prospectuses on EDGAR as exhibits

to Form N-1A filings, will increase the burden associated with the existing collection of

information for Voluntary XBRL-Related Documents. The expansion of the voluntary

program will be open to any mutual fund choosing to participate. We estimate that 10%

of the approximately 545 fund complexes that have mutual funds, or 55 fund complexes,

will each submit documents containing tagged risk/return summary information for one

See Proposing Release, supra note 6, 72 FR at 6682-83.

mutual fund. 76 This estimate is higher than the number of mutual funds participating in

the current voluntary program. However, we believe that additional mutual funds will

participate in the expanded voluntary program. 77

Submission of tagged risk/return summary information will not directly affect the

burden of preparing the mutual funds’ registration statements or the registrants' official

EDGAR filings. In order to provide tagged risk/return summary information, a

participating mutual fund will have to tag the risk/return summary section of its

prospectus using the risk/return summary taxonomy and potentially develop taxonomy

extensions and will submit an exhibit to its filing. Based on our previous estimates and

our experience with registrants who have submitted tagged financial information in the

current voluntary program, we estimate that the initial creation of tagged documents

containing risk/return summary information will require, on average, approximately 110

In the case of a mutual fund with multiple series, our estimate treats each series as a

separate mutual fund.

The ICI is undertaking an educational effort to encourage mutual funds to use the

risk/return summary taxonomy to tag the information in their EDGAR filings. ICI

Details Project to Extend XBRL to Key Investor Information, Investment Company

Institute Press Release, June 12, 2006, available at:

http://www.ici.org/statements/nr/2006/06_news_xbrl.html#TopOfPage.

One commenter suggested that the Commission offer incentives to encourage volunteers

to participate in the expanded voluntary program. See letter from ICI, supra note 19.

Specifically, the commenter suggested that the Commission: (1) offer expedited review

of mutual fund exemptive applications; or (2) offer expedited review of an initial

registration statement on Form N-1A or an amendment to a registration statement to add

a new fund or series. Id. The Commission did not initially offer incentives for volunteers

to submit tagged information as part of the current voluntary program. The Commission

subsequently offered expedited review of registration statements and annual reports to

volunteers agreeing to participate in a test group. See January 11 Press Release, supra

note 7. Volunteers that participate in the test group agree to furnish financial data

contained in their periodic and investment company reports in XBRL format for at least

one year and provide feedback on their experiences. Id. At this time, we are not offering

specific incentives to encourage volunteers to participate in the expanded voluntary

program, however, we will continue to assess the need for incentives going forward.

burden hours per mutual fund, 78 and the creation of such tagged documents in subsequent

years will require an average 10 burden hours per mutual fund. 79 Because the PRA

estimates represent the average burden over a three-year period, we estimate the average

hour burden for the submission of tagged documents containing risk/return summary

information for one mutual fund to be approximately 43 hours.80

Based on the estimates of 55 participants submitting tagged documents containing

risk/return summary information for one mutual fund per year and incurring 43 hours per

submission, we estimate that, in the aggregate, the industry will incur an additional 2,365

In the current voluntary program, we estimated that an initial set of submissions would

require an average of 130 burden hours, 75% of which (or 97.5 hours) represents the

internal burden hour estimate. See XBRL Adopting Release, supra note 12, 70 FR at

6563; XBRL Proposing Release, supra note 12, 69 FR at 59101. Based upon our

experience with filers who have submitted tagged financial information in the current

voluntary program, we believe that this burden estimate for submitting an initial set of

submissions may have been too high. See, e.g., Indra K. Nooyi, Chief Executive Officer,

PepsiCo, Inc., Webcast Archive of October 3 Interactive Data Roundtable, Oct. 3, 2006,

available at: http://www.connectlive.com/events/secinteractivedata100306/ (initial

submission in voluntary program required approximately 60 to 80 total labor hours); John

Stantial, Director of Financial Reporting, United Technologies Corporation, Transcript of

June 12 Interactive Data Roundtable, June 12, 2006, available at:

http://www.sec.gov/spotlight/xbrl/xbrlofficialtranscript0606.pdf, at 160 (initial

submission in voluntary program required about 80 hours of effort). We, therefore,

estimate that the initial creation of tagged documents containing risk/return summary

information will require, on average, approximately 110 burden hours per mutual fund,

75% of which (or 82.5 hours) represents the internal burden hour estimate. These

estimates more closely approximate the experience of filers in the current voluntary

program.

In the current voluntary program, we estimated that each set of submissions, after the

initial set, would take 10 burden hours. See XBRL Adopting Release, supra note 12, 70

FR at 6563; XBRL Proposing Release, supra note 12, 69 FR at 59101. We continue to

believe that this estimate is appropriate.

(110 hours in the first year + 10 hours in the second year + 10 hours in the third year) ÷ 3

years = 43 hours. While the PRA requires an estimate based on a hypothetical three

years of participation, a registrant, as noted earlier, could participate in the expanded

voluntary program by submitting tagged risk/return summary information over a shorter

period or even just once as the registrant chooses.

burden hours associated with the amendments. 81 We further estimate that 75% of this

burden increase, or approximately 1,774 hours, will be borne internally by the mutual

fund complex. We estimate that this internal burden increase converted to dollars will

amount to approximately $393,828. 82

We also estimate that 25% of the burden, or approximately 591 hours, will be

outsourced to external professionals and consultants retained by the mutual fund complex

at an average cost of $256.00 per hour for a total annual increase of approximately

$151,296. 83 In addition, it is our understanding that many participants will also have

annual software licensing costs. We estimate that the cost of licensing software will be

55 documents per year x 43 hours per submission = 2,365 hours.

This cost increase is estimated by multiplying the increase in annual internal hour burden

(1,774) by the estimated hourly wage rate of $222.00. The estimated wage figure is

based on published rates for compliance attorneys and programmer analysts, modified to

account for an 1800-hour work-year and multiplied by 5.35 to account for bonuses, firm

size, employee benefits, and overhead, yielding effective hourly rates of $261 and $209,

respectively. See Securities Industry Association, Report on Management & Professional

Earnings in the Securities Industry 2006 (Sept. 2006) (“SIA Report”). The estimated

wage rate is further based on the estimate that compliance attorneys would account for

one quarter of the hours worked and programmer analysts would account for the

remaining three quarters, resulting in a weighted wage rate of $222.00 (($261 x .25) +

($209 x .75)). The wage rates used in the Proposing Release were based upon the

Securities Industry Association, Report on Management & Professional Earnings in the

Securities Industry 2005 (Sept. 2005), and the total internal and external burden increases

converted to dollars differs from the estimates in the Proposing Release due to changes in

wage rates in the 2006 SIA Report.

591 hours x $256.00 per hour = $151,296. The estimated wage figure is based on

published rates for attorneys and senior programmers, modified to account for an

1800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee

benefits, and overhead, yielding effective hourly rates of $292 and $244, respectively.

See SIA Report, supra note 82. The estimated wage rate is further based on the estimate

that attorneys will account for one quarter of the hours worked and senior programmers

will account for the remaining three quarters, resulting in a weighted wage rate of

$256.00 (($292 x .25) + ($244 x .75)).

$333 per participant per year, for a total annual increase of $18,315. 84 Altogether, the

total annual increase in external costs related to the amendments will be $169,611. 85

Our cost estimates are intended to reflect both initial and ongoing costs over a

three-year period. In calculating these costs, we have tried to take into account, among

other things, the current state of reporting process automation, automation that likely will

be introduced in connection with the initial cost incurred, and the efficiencies that likely

will be realized over the course of three years.

Regulation S-T

Regulation S-T (OMB Control No. 3235-0424) specifies the requirements that

govern the electronic submission of documents. The amendments will revise rules under

Regulation S-T, but the associated increase in burden is reflected in the “Voluntary

XBRL-Related Documents” collection of information as described above.

IV.

COST/BENEFIT ANALYSIS

The Commission is sensitive to the costs and benefits imposed by its rules. The

goal of the voluntary program is to increase EDGAR's efficiency and utility and to

enhance the usefulness to investors of the information collected through EDGAR. In

$333 per participant x 55 participants = $18,315. The estimated annual cost of the

software comes from our previous PRA estimate for the current voluntary program. See

XBRL Adopting Release, supra note 12, 70 FR at 6563 and n. 113. That estimate was

based on our discussions with software providers and others familiar with XBRL. We

estimated that the cost of licensing software will range from $200 to $3,000 each year,

with the majority of companies licensing less complex software in the $200 to $500

range. We set our software cost estimate at $500, which is the highest cost for the

simpler XBRL software license, and we assumed that the first year license fee will be

waived (based upon our understanding that software providers indicated that they will

provide these products for free in the initial stages of the voluntary program). Because

the PRA estimates represent the average burden over a three-year period, we estimated

the average burden for software license costs to be $333 per year. Id.

This annual total consists of $151,296 in outside professional costs plus $18,315 in

software costs.

order to evaluate data tagging further, we are adopting amendments to extend the current

interactive data voluntary reporting program to enable mutual funds voluntarily to submit

tagged information contained in the risk/return summary section of their prospectuses on

EDGAR as exhibits to Form N-1A filings.

Benefits

We believe that tagged information may allow more efficient and effective

retrieval, research, and analysis of company information through automated means. The

expansion of the voluntary program will assist us in assessing whether using interactive

data tags enhances users’ ability to analyze and compare mutual fund risk/return

summary information included in mutual funds’ filings with the Commission. The

expansion of the voluntary program to include narrative, non-financial information, such

as that contained in the risk/return summary, also will facilitate our ability to assess

further the technical requirements of processing tagged documents using EDGAR.

Currently, a number of companies use computers and data entry staff to mine

risk/return summary information provided by mutual funds on EDGAR in order to

populate databases that are used to package information for sale to analysts, funds,

investors, and others. Permitting funds to tag risk/return summary information in

Commission filings will aid this data-mining process in that it will identify points of data

at the source, which could reduce the cost to populate databases and improve the

accuracy of that data. Additionally, the expanded voluntary program may benefit funds

and the public by permitting experimentation with data tagged using the risk/return

summary taxonomy.

In the future, the availability of potentially more accurate tagged information

about mutual funds could also reduce the cost of research and analysis and create new

opportunities for companies that compile, provide, and analyze data to produce more

value added services. Enhanced access to tagged information also has the potential to

allow retail investors (or financial advisers assisting such investors) to perform more

personalized and sophisticated analyses and comparisons of mutual funds, which could

result in investors making better informed investment decisions, and therefore in a more

efficient distribution of assets by investors among different funds. This may, in turn, also

contribute to increased competition among mutual funds and result in a more efficient

allocation of resources among competing investment products. Although it is not

possible to quantify precisely the beneficial effects of more efficient allocation of

investors’ assets and increased competition, they may be significant, given the size of the

mutual fund industry.

In the Proposing Release, we sought comments on our cost-benefit analysis, 86 and

several commenters discussed the potential benefits resulting from the expansion of the

interactive data voluntary reporting program and from interactive data in general. Two

commenters stated that interactive data will increase the accuracy of information. 87 One

commenter also noted the potential for increased timeliness of critical data that investors

require to make informed investment decisions.88 Another commenter stated that a

prospectus tagged using the risk/return summary taxonomy will allow automated,

See Proposing Release, supra note 6, 72 FR at 6684.

See letters from Confluence and Hamscher, supra note 19.

See letter from PWC, supra note 19.

instantaneous extraction of every fact disclosed in the risk/return summary. 89 Further,

commenters stated that allowing funds to file tagged risk/return summary information

would serve the objective of providing investors with more user-friendly access to key

fund information. 90 Commenters also noted potential cost savings of interactive data

which would benefit investors. 91 Finally, one commenter noted that the investment

analysis process would become more efficient and effective through the increased use of

automation and reduced human intervention that would result from the use of interactive

data. 92

Costs

The expansion of the voluntary program will lead to some additional costs for

funds choosing to submit tagged documents containing risk/return summary information

as exhibits to their Form N-1A filings. For purposes of the PRA, we estimated that the

increase in annual internal burden hours to the industry will be 1,774 hours, which will

amount to approximately $393,828 and that the increase in annual external costs will

amount to approximately $169,611 for a total estimated increase of $563,439 on an

annual basis. 93

We based these cost estimates upon, among other things, experience with filers

who have submitted tagged financial information in the current voluntary program. 94

See letter from Hamscher, supra note 19.

See letters from ICI and PWC, supra note 19.

See letters from Confluence and PWC, supra note 19.

See letter from PWC, supra note 19.

See supra Section III.

See supra note 78.

Due to the ongoing nature of the project to develop the risk/return summary taxonomy,

however, we have limited data to quantify the cost of implementing the use of interactive

data tags applied to risk/return summary information. In the Proposing Release, we

sought comments and supporting data on our cost estimates with regard to the proposed

amendments. 95 We did not receive any comments or supporting data specific to our cost

estimates. 96

In the future, there may be additional costs to current users of EDGAR data. For

example, companies that currently provide tagging and dissemination of EDGAR data

may experience decreased demand for their services. These entities have developed

certain products and services based on data in EDGAR; many entities disseminate,

repackage, analyze, and sell the information. Allowing mutual funds to submit tagged

risk/return summary information, even voluntarily, may have an impact on entities

providing EDGAR-based services and products. Because the Commission does not

regulate all these entities, it is currently not feasible to accurately estimate the number or

size of these potentially affected entities. The limited, voluntary nature of the program

will help the Commission assess the effect, if any, on these entities. In addition, the

availability of mutual fund tagged data on EDGAR may provide these companies with

alternative business opportunities.

See Proposing Release, supra note 6, 72 FR at 6684.

One commenter noted that it is difficult to estimate the likely cost of participation in the

voluntary program at this time but noted that it may wish to provide cost data to the

Commission in the future. See letter from ICI, supra note 19.

PROMOTION OF EFFICIENCY, COMPETITION, AND CAPITAL

FORMATION

Section 2(c) of the Investment Company Act 97 and section 2(b) of the Securities

Act 98 require the Commission, when engaging in rulemaking that requires it to consider

or determine whether an action is necessary or appropriate in the public interest, to

consider, in addition to the protection of investors, whether the action will promote

efficiency, competition, and capital formation.

The amendments will extend the interactive data voluntary reporting program to

enable mutual funds voluntarily to submit tagged information contained in the risk/return

summary section of their prospectuses on EDGAR as exhibits to Form N-1A filings. The

expansion of the voluntary program is intended to help us evaluate the usefulness to

investors, third-party analysts, mutual funds, the Commission, and the marketplace of

data tagging and, in particular, of tagging mutual fund information. Because compliance

with the amendments will be voluntary, the Commission estimates that the impact of the

amendments will be limited. However, because the tagging of risk/return summary

information has the potential to facilitate analysis of that information, we believe that the

amendments could promote efficiency by allowing us and others to gain experience with

tagged mutual fund information in Commission filings.

Further, tagging of the risk/return summary information has the potential to help

streamline the delivery of mutual fund information, and provide investors and others with

improved tools to compare funds based upon, among other things, costs, investment

objectives, strategies, and risks. We believe that the potential to streamline the delivery

15 U.S.C. 80a-2(c).

15 U.S.C. 77b(b).

of mutual fund information and to provide investors and others with improved mutual

fund comparison tools could promote efficiency and competition through more efficient

allocation of investments by investors and more efficient allocation of assets among

competing funds. In the future, companies that currently provide tagging and

dissemination of EDGAR data may experience decreased demand for their services. The

availability of mutual fund tagged data on EDGAR, however, may provide these

companies with alternative business opportunities. We do not anticipate that the

amendments will have a significant impact on capital formation. Finally, because the

amendments are designed to permit mutual funds to provide information in a format that

we believe will be more useful to investors, we believe that the amendments are

appropriate in the public interest and for the protection of investors.

We requested comment on whether the proposed amendments would promote

efficiency, competition, and capital formation. We received no comment on this issue.

VI.

FINAL REGULATORY FLEXIBILITY ANALYSIS

This Final Regulatory Flexibility Analysis was prepared in accordance with 5

U.S.C. 604 and relates to the amendments we are adopting that will expand the current

interactive data voluntary reporting program to enable mutual funds voluntarily to submit

tagged information contained in the risk/return summary section of their prospectuses on

EDGAR as exhibits to Form N-1A filings. An Initial Regulatory Flexibility Analysis

(“IRFA”), which was prepared in accordance with the 5 U.S.C. 603, was published in the

release proposing the amendments.

Need for the Amendments

The purpose of the amendments is to help us evaluate the usefulness to investors,

third-party analysts, mutual funds, the Commission, and the marketplace of data tagging

and, in particular, of tagging mutual fund information. We believe that the expanded

voluntary program will enable us to study further the extent to which interactive data tags

enhance the comparability of that data, the usefulness of data tags for dissemination, and

our staff's ability to review and assess the accuracy and adequacy of that data. The

expanded voluntary program will also help us assess the effect of interactive data tags on

the quality and transparency of risk/return summary information, as well as the

compatibility of data tagging with the Commission's disclosure requirements.

More specifically, we believe that the expanded voluntary program will better

enable us to study the extent to which interactive data enhances the:

•

search capability of the EDGAR database to allow more efficient and effective

extraction and analysis of specific data,

•

capability to perform comparisons among mutual funds, and

•

ability to perform analyses of mutual fund data and whether it would reduce the

resources needed for data analysis.

In addition, we believe that the expanded voluntary program will enhance our ability to

evaluate the:

•

impact on the staff's ability to review filings on a more timely and efficient basis,

•

use of tagged data for risk assessment and surveillance procedures, and

•

compatibility of interactive data with reporting quality, transparency, and other

Commission reporting requirements.

Significant Issues Raised by Public Comment

In the IRFA for the proposed amendments, we requested comment on the number

of small entities that would be affected by the proposed amendments, the existence or

nature of the potential effect of the proposals on small entities, how to quantify the effect

of the proposals, how different procedures could be provided for small entities, and we

asked commenters to provide any empirical data supporting the extent of the impact. We

received no comment letters specifically addressing the IRFA in the Proposing Release;

however, one commenter suggested that the Commission could lower the barrier for

participation for small funds by providing a “literal” or structured form using some

commonly used software applications. 99

Small Entities Subject to the Rules

The expansion of the voluntary program may have an effect on mutual fund

participants in the voluntary program. Under Rule 0-10 under the Investment Company

Act, an investment company is a small entity if it, together with other investment

companies in the same group of related investment companies, has net assets of $50

million or less as of the end of its most recent fiscal year. 100 We estimate that there are

approximately 131 mutual funds that meet this definition. A smaller subset of those

issuers may voluntarily submit tagged risk/return summary information under the

voluntary program, but, because submitting risk/return summary information will be

voluntary, we anticipate that only complexes with sufficient resources will elect to

See letter from Hamscher, supra note 19.

100

17 CFR 270.0-10.

participate. To date, no small entity mutual funds have elected to participate in the

current voluntary program.

Projected Reporting, Recordkeeping, and Other Compliance

Requirements

The voluntary program is designed to assist us in assessing the feasibility of using

interactive data on a broader basis. Experience with the current voluntary program

indicates that the cost of participating in the expanded program, the associated burden on

the EDGAR system, and the possible effect of the expanded voluntary program on those

entities that use the EDGAR data will be minimal. Nevertheless, the impact of the

amendments remains somewhat speculative at this point.

No registrant will be required to submit tagged documents under the expansion of

the voluntary program. The submission of tagged risk/return summary information will

require a participating mutual fund to tag the risk/return summary section of its

prospectus using the risk/return summary taxonomy and potentially develop extensions

and to submit exhibits to its filing. Volunteers may also need to purchase software or

retain a consultant to assist in tagging data. For purposes of the PRA, we estimated that

each volunteer, including small entities, would incur approximately 43 burden hours and

$333 in software costs annually.

Agency Action to Minimize Effect on Small Entities

The Regulatory Flexibility Act directs us to consider significant alternatives that

would accomplish the stated objective, while minimizing any significant adverse impact

on small entities. The purpose of the amendments is to help us evaluate the usefulness to

investors, third-party analysts, mutual funds, the Commission, and the marketplace of

data tagging and, in particular, of tagging mutual fund information. Submitting

documents containing tagged risk/return summary information is entirely voluntary. We

have considered different or simpler procedures for small entities, including:

•

The establishment of different compliance or reporting requirements or

timetables;

•

The clarification, consolidation, or simplification of the proposed requirements;

•

The use of performance rather than design standards; and

•

Exemption from coverage.

For tagged data to provide benefits such as ready comparability, however, the data

tagging system cannot have alternative procedures. Similarly, in order to achieve the

benefits of interactive data tagging, use of a single data tagging technology is necessary.

Additionally, providing structured input forms, as suggested by one commenter, 101 is not

appropriate at this time given the cost of deploying and maintaining such forms and the

difficulty of permitting extensions to be used with a structured input form. If we

determine to require data tagging in the future, we will look to the results of the voluntary

program, including those of the expansion of the program to risk/return summary

information, in considering alternatives to minimize any burden on small entities.

VII.

STATUTORY AUTHORITY

The Commission is adopting the rule amendments outlined above under Sections

5, 6, 7, 10, 19(a), and 28 of the Securities Act [15 U.S.C. 77e, 77f, 77g, 77j, 77s(a), and

77z-3] and Sections 6(c), 8, 24(a), 30, and 38 of the Investment Company Act [15 U.S.C.

80a-6(c), 80a-8, 80a-24(a), 80a-29, and 80a-37].

101

See supra note 99.

List of Subjects in 17 CFR Parts 232 and 239

Reporting and recordkeeping requirements, Securities.

List of Subjects in 17 CFR Parts 270 and 274

Investment Companies, Reporting and recordkeeping requirements, Securities.

TEXT OF RULE AND FORM AMENDMENTS

For the reasons set forth above, the Commission amends title 17, Chapter II of the

Code of Federal Regulations as follows:

PART 232 – REGULATION S-T – GENERAL RULES AND REGULATIONS

FOR ELECTRONIC FILINGS

The general authority citation for Part 232 is revised to read 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.

Amend § 232.401 by:

Revising the first sentence of paragraph (a);

Removing the word “or” at the end of paragraph (b)(1)(ii);

Removing the phrase “(§ 239.15A and § 274.11A of this chapter)” in

paragraph (b)(1)(iii);

Removing the period at the end of paragraph (b)(1)(iii) and adding in its

place “; or”;

Adding new paragraph (b)(1)(iv); and

Revising paragraphs (d)(1)(i) and (d)(2)(i).

The addition and revisions read as follows:

§ 232.401 XBRL-Related Document Submissions.

(a)

An electronic filer that participates in the voluntary XBRL (eXtensible

Business Reporting Language) program may submit XBRL-Related Documents

(§ 232.11) in electronic format as an exhibit to: the filing (other than a Form N-1A

(§ 239.15A and § 274.11A of this chapter) filing) to which the XBRL-Related

Documents relate; an amendment to such filing, but, in the case of a Form N-1A filing,

an amendment made only after the effective date of the Form N-1A filing to which the

XBRL-Related Documents relate; or if the electronic filer is eligible to file a Form 8-K

(§ 249.308 of this chapter) or a Form 6-K (§ 249.306 of this chapter), a Form 8-K or a

Form 6-K, as applicable, that references the filing to which the XBRL-Related

Documents relate if such Form 8-K or Form 6-K is submitted no earlier than the date of

that filing.

(b)

(1)

(iv)

The risk/return summary information set forth in Items 2 and 3 of Form

N-1A provided that, in the case of a Form N-1A filing that includes more than one series

(as that term is used in rule 18f-2(a) under the Investment Company Act (§ 270.18f-2(a)

of this chapter), a filer may include in mandatory content complete risk/return summary

information for any one or more of those series.

(d)

(1)

(i)

That the financial information contained in the XBRL-Related Documents

is “unaudited” or “unreviewed,” as applicable (but only if the mandatory content

contained in the XBRL-Related Documents contains information other than risk/return

summary information submitted under paragraph (b)(1)(iv) of this section);

(2)

(i)

The exhibit index of a Form 10-K (§ 249.310 of this chapter), 10-Q

(§ 249.308a of this chapter), 10 (§ 249.210 of this chapter), 10-SB (§ 249.210b of this

chapter), 10-KSB (§ 249.310b of this chapter), 10-QSB (§ 249.308b of this chapter), 20-F

or N-1A and, in the case of risk/return summary information submitted under paragraph

(b)(1)(iv) of this section, within the XBRL-Related Documents as a tagged data element;

Revise § 232.402(a)(1) to read as set forth below and amend § 232.402(b)

by removing each reference to “Item 401” and adding in its place “Rule 401”.

§ 232.402 Liability for XBRL-Related Documents.

(a)

(1)

Are not deemed filed for purposes of section 11 of the Securities Act (15

U.S.C 77k), section 18 of the Exchange Act (15 U.S.C. 78r), or section 34(b) of the

Investment Company Act (15 U.S.C. 80a-33(b)), or otherwise subject to the liabilities of

these sections, and are not part of any registration statement to which they relate;

PART 239 – FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

The general authority citation for Part 239 is revised to read as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 77sss, 78c, 78l, 78m,

78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13,

80a-24, 80a-26, 80a-29, 80a-30, and 80a-37, unless otherwise noted.

PART 270 – GENERAL RULES AND REGULATIONS, INVESTMENT

COMPANY ACT OF 1940

The authority citation for Part 270 continues to read in part as follows:

Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-39, unless

otherwise noted.

Revise § 270.8b-33 to read as follows:

§ 270.8b-33 XBRL-Related Documents.

A registrant that participates in the voluntary XBRL (eXtensible Business

Reporting Language) program may submit, in electronic format as an exhibit to a filing

on Form N-1A (§§ 239.15A and 274.11A of this chapter), Form N–CSR (§§ 249.331 and

274.128 of this chapter), or Form N–Q (§§ 249.332 and 274.130 of this chapter) to which

they relate, XBRL-Related Documents (§ 232.11 of this chapter). A registrant that

submits XBRL-Related Documents as an exhibit to a form must name each

XBRL-Related Document “EX 100” as specified in the EDGAR Filer Manual and submit

the XBRL-Related Documents in such a manner that will permit the information for each

series and, for any information that does not relate to all of the classes in a filing, each

class of an investment company registrant and each contract of an insurance company

separate account to be separately identified. A registrant may submit such exhibit with,

or in an amendment to, the Form N-CSR or Form N-Q filing to which it relates, or in an

amendment to the Form N-1A filing to which it relates, in accordance with rule 401 of

Regulation S-T (§ 232.401).

PART 274 – FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY

ACT OF 1940

The authority citation for Part 274 continues to read in part as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n, 78o(d),

80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise noted.

Amend General Instruction B.4.(b) of Form N-1A (referenced in

§§ 239.15A and 274.11A) by revising “8b-32 [17 CFR 270.8b-1 – 270.8b-32]” to read

“8b-33 [17 CFR 270.8b-1 – 270.8b-33]”.

Note: The text of Form N-1A will not appear in the Code of Federal Regulations.

By the Commission.

Florence E. Harmon

Deputy Secretary

July 11, 2007

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.