[Federal Register Volume 63, Number 102 (Thursday, May 28, 1998)]
[Rules and Regulations]
[Pages 29104-29106]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-13876]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7539; 34-40003; 35-26876; 39-2363; IC-23191]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final Rules.

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SUMMARY: The Commission is adopting an updated edition of the EDGAR 
Filer Manual and is providing for its

[[Page 29105]]

incorporation by reference into the Code of Federal Regulations.

EFFECTIVE DATE: The amendment to 17 CFR part 232 (Regulation S-T) will 
be effective on June 1, 1998. The new edition of the EDGAR Filer Manual 
(Release 5.50) will be effective on June 1, 1998. The incorporation by 
reference of the EDGAR Filer Manual is approved by the Director of the 
Federal Register as of June 1, 1998.

FOR FURTHER INFORMATION CONTACT:
In the Office of Information Technology, Michael E. Bartell; at (202) 
942-8800; for questions concerning investment company filings, Ruth 
Armfield Sanders, Senior Counsel, Division of Investment Management, at 
(202) 942-0633; and for questions concerning Corporation Finance 
company filings, Margaret R. Black at (202) 942-2933.

SUPPLEMENTARY INFORMATION: The Commission today announces the adoption 
of an updated EDGAR Filer Manual (``Filer Manual''), which sets forth 
the technical formatting requirements governing the preparation and 
submission of electronic filings through the Electronic Data Gathering, 
Analysis, and Retrieval (``EDGAR'') system.\1\ Compliance with the 
provisions of the Filer Manual is required in order to assure the 
timely acceptance and processing of filings made in electronic 
format.\2\ Filers should consult the Filer Manual in conjunction with 
the Commission's rules governing mandated electronic filing when 
preparing documents for electronic submission.\3\
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    \1\ The Filer Manual originally was adopted on April 1, 1993, 
and became effective on April 26, 1993. Release No. 33-6986 (Apr. 1, 
1993) [58 FR 18638]. The most recent update to the Filer Manual was 
implemented on January 26, 1998. See Release No. 33-7495 (Jan. 20, 
1998) [63 FR 3462].
    \2\ See Rule 301 of Regulation S-T (17 CFR 232.310).
    \3\ See Release Nos. 33-6977 (Feb. 23, 1998) [58 FR 14628], IC-
19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23, 1993) [58 FR 
14999], and 33-6980 (Feb. 23, 1993) [58 FR 15009], for a 
comprehensive treatment of the rules adopted by the Commission 
governing mandated electronic filing. See also Release No. 33-7122 
(Dec. 19, 1994) [59 FR 67752], in which the Commission made the 
EDGAR rules final and applicable to all domestic registrants, 
Release No. 33-7427 (July 1, 1997) [62 FR 36450], adopting the most 
recent minor amendments to the EDGAR rules; and Release No. 33-7472 
(Oct. 24, 1997) [62 FR 58647], in which the Commission announced 
that, as of January 1, 1998, it would not accept paper filings 
required to be filed electronically.
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    In this edition of the EDGAR System and the Filer Manual (Release 
5.50), the following four EDGAR submission form types have been added 
for filing of profiles for certain open-end management investment 
companies \4\ pursuant to Rule 497 under the Securities Act.\5\ 497K1, 
497K2, 497K3A and 497K3B. Also, form type N-14MEF has been added for 
the filing of Forms N-14 pursuant to the Securities Act Rule 462(b).
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    \4\ See Rule 498 [17 CFR 230.498] under the Securities Act of 
1933 (``Securities Act'') [15 U.S.C. 77a et seq.].
    \5\ 17 CFR 230.497.
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    In addition, Release 5.50 of EDGARLink no longer supports 1200 baud 
filing transmission rates, a transmission speed that was not being used 
by filers. Also, the number of exhibits allowed in one submission has 
been increased from 99 to 500; if more than 500 exhibits are attached 
to a single submission, the submission will not be accepted. The 
readme.doc file has been updated with the description of all 5.50 
changes.
    Rule 301 of Regulation S-T also is being amended to provide for the 
incorporation by reference of the Filer Manual into the Code of Federal 
Regulations, which incorporation by reference was approved by the 
Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 
1 CFR Part 51. The revised Filer Manual and the amendment to Rule 301 
will be effective on June 1, 1998.
    Paper copies of the updated Filer Manual may be obtained at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, Mail Stop 1-2, 450 Fifth Street, NW., Washington, DC 20549. 
Electronic format copies will be available on the EDGAR electronic 
bulletin board and posted to the SEC's Web Site. The SEC's Web Site 
address for the Manual is http://www.sec.gov/asec/ofis/filerman.htm. 
Copies also may be obtained from Disclosure Incorporated, the paper and 
microfiche contractor for the Commission, at (800) 638-8241.
    Since the Filer Manual relates solely to agency procedure or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act.\6\ It follows that the requirements of 
the Regulatory Flexibility Act \7\ do not apply.
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    \6\ 5 U.S.C. 601-612.
    \7\ 5 U.S.C. 553(b).
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    The effective date for the updated Filer Manual and the rule 
amendments is June 1, 1998. In accordance with the Administrative 
Procedure Act 5 U.S.C. 553(d)(3), the Commission finds that there is 
good cause to establish an effective date less than 30 days after 
publication of these rules. The EDGAR system is scheduled to be 
upgraded to Release 5.50 on May 30, 1998. The Commission believes that 
it is necessary to coordinate the effectiveness of the updated Filer 
Manual with the scheduled system upgrade in order to avoid confusion to 
EDGAR filers.

Statutory Basis

    The amendment to Regulation S-T is being adopted under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act,\8\ Sections 3, 12, 13, 14, 
15, 23, and 35A of the Securities Exchange Act of 1934,\9\ Section 20 
of the Public Utility Holding Company Act of 1935,\10\ Section 319 of 
the Trust Indenture Act of 1939,\11\ and Sections 8, 30, 31, and 38 of 
the Investment Company Act.\12\
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    \8\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
    \9\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll
    \10\ 15 U.S.C. 79t.
    \11\ 15 U.S.C. 77sss.
    \12\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Investment companies, Registration 
requirements, Reporting and recordkeeping requirements, Securities.

Text of the Amendment

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    1. The authority citation for part 232 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a)m, 80a-8, 80a-
29, 80a-30 and 80a-37.

    2. Section 232.301 is revised to read as follows:


Sec. 232.301  EDGAR Filer Manual.

    Electronic filings shall be prepared in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
June 1998 edition of the EDGAR Filer Manual: Guide for Electronic 
Filing with the U.S. Securities and Exchange Commission (Release 5.50) 
is incorporated into the Code of Federal Regulations by reference, 
which action was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. Compliance with the 
requirements found therein is essential to the timely receipt and 
acceptance of documents filed with or otherwise submitted to the 
Commission in

[[Page 29106]]

electronic format. Paper copies of the EDGAR Filer Manual may be 
obtained at the following address: Public Reference Room, U.S. 
Securities and Exchange Commission, Mail Stop 1-2, 450 5th Street, NW., 
Washington, DC 20549. They also may be obtained from Disclosure 
Incorporated by calling (800) 638-8241. Electronic format copies are 
available through the EDGAR electronic bulletin board and posted to the 
SEC's Web Site. The SEC's Web site address for the Manual is http://
www.sec.gov/asec/ofis/filerman.htm. Information on becoming an EDGAR E-
mail/electronic bulletin board subscriber is available by contacting 
CompuServe Inc. at (800) 576-4247.
    Dated: May 19, 1998.
    By the commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-13876 Filed 5-27-98; 8:45 am]
BILLING CODE 8010-01-U