[Federal Register Volume 66, Number 159 (Thursday, August 16, 2001)]
[Rules and Regulations]
[Pages 42941-42942]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-20183]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7999; 34-44660; 35-27430; 39-2391; IC-25102]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the Commission) is 
adopting revisions to the EDGAR Filer Manual to reflect updates to the 
EDGAR system made in EDGAR Release 7.5.b. The main purpose of EDGAR 
Release 7.5.b is to deploy internal Commission software. At the same 
time, certain corrections and improvements are being made to the 
modernized EDGARLink software. The revisions to the Filer Manual 
reflect these changes. In addition, since the Commission has retired 
the Legacy EDGARLink software, the Commission is eliminating Volume I 
of the manual, which governed the Legacy EDGAR system, and is 
renumbering the remaining two volumes. The updated manual will be 
incorporated by reference into the Code of Federal Regulations.

EFFECTIVE DATE: August 16, 2001. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of August 16, 2001.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Richard Heroux at (202) 942-8800; for questions concerning 
Investment Management company filings, Ruth Armfield Sanders, Senior 
Special Counsel, or Shaswat K. Das, Senior Counsel, Division of 
Investment Management, at (202) 942-0978; and for questions concerning 
Corporation Finance company filings, Herbert Scholl, Office Chief, 
EDGAR and Information Analysis, Division of Corporation Finance, at 
(202) 942-2940.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual (Filer Manual). The Filer Manual describes the technical 
formatting requirements for the preparation and submission of 
electronic filings through the Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system.\1\ It also describes the requirements for 
filing using modernized EDGARLink.\2\
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (Apr. 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on February 2, 2001. See Release No. 33-7933 (January 
16, 2001) [66 FR 8764].
    \2\ This is the Filer Assistance software we provide filers 
filing on the EDGAR system.
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    The Filer Manual contains all the technical specifications for 
filers to submit filings using the new modernized EDGAR system. Filers 
must comply with the applicable provisions of the Filer Manual in order 
to assure the timely acceptance and processing of filings made in 
electronic format.\3\ Filers should consult the Filer Manual in 
conjunction with our rules governing mandated electronic filing when 
preparing documents for electronic submission.\4\
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    \3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \4\ See Release Nos. 33-6977 (Feb. 23, 1993) [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] in which we 
comprehensively discuss the rules we adopted to govern mandated 
electronic filing. See also Release No. 33-7122 (Dec. 19, 1994) [59 
FR 67752], in which we made the EDGAR rules final and applicable to 
all domestic registrants; Release No. 33-7427 (July 1, 1997) [62 FR 
36450], in which we adopted minor amendments to the EDGAR rules; 
Release No. 33-7472 (Oct. 24, 1997) [62 FR 58647], in which we 
announced that, as of January 1, 1998, we would not accept in paper 
filings that we require filers to submit electronically; Release No. 
34-40934 (Jan. 12, 1999) [64 FR 2843], in which we made mandatory 
the electronic filing of Form 13F; Release No. 33-7684 (May 17, 
1999) [64 FR 27888], in which we adopted amendments to implement the 
first stage of EDGAR modernization; Release No. 33-7855 (April 24, 
2000) [65 FR 24788], in which we implemented EDGAR Release 7.0.
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    EDGAR Release 7.5.b, the most recent step in the Commission's 
modernization project, was implemented on July 30, 2001. The main 
purpose of EDGAR Release 7.5.b is to deploy internal Commission 
software. At the same time, as detailed below, certain corrections

[[Page 42942]]

and improvements are being made to the modernized EDGARLink software. 
These changes are now reflected in the updated Filer Manual.
    We have updated the template screens of the EDGARLink software. 
Certain fields have been expanded (including phone number and group 
members); redundant and unnecessary fields have been removed; and 
validation of some template fields has been improved. The new EDGARLink 
filer software contains an Integrity Checker that allows filers to 
verify the correct installation of each portion of their EDGARLink 
software.
    In addition, we have also made improvements to and updated the 
EDGAR Filing Web Site https://www.edgarfiling.sec.gov>. Filers must use 
this site to transmit their documents to the Commission. They can 
download the latest version of the EDGARLink software, receive 
notification of a filing's status, change their password and company 
information, receive on-line help, and perform other functions. Error 
messages for password changes are more specific, certain fields have 
been designated as ``non-critical'' when a filer changes company 
information (and are therefore not required) and all SGML header tags 
have been removed from Return Copies.
    We have updated old error messages and created new ones for the new 
Receipt and Acceptance system to enhance the clarity of error-reporting 
within the suspense notifications that filers receive. Test filings 
that require fees will generate a warning if fees are not present in 
the payor's account at the time of processing. Test submissions will 
also be checked for duplicates (if applicable) against all similar 
live, accepted submissions. Those filers who transmit filings to the 
Commission using a dedicated leased line will undergo a modernization 
of the software used with those lines. Finally, modules containing more 
than one document are not supported in the modernized system.
    Since the Legacy EDGAR system was discontinued as of April 20, 
2001, we are also eliminating the former Volume I of the Filer Manual, 
which described that system, and renumbering the remaining volumes. The 
Manual will now consist of these two parts: EDGAR Filer Manual (Release 
7.5), Volume I--Modernized EDGARLink; and EDGAR Filer Manual (Release 
7.0), Volume II--N-SAR Supplement.
    Finally, we are amending Rule 301 of Regulation S-T to provide for 
the incorporation by reference into the Code of Federal Regulations of 
today's revisions to the Filer Manual. This incorporation by reference 
was approved by the Director of the Federal Register in accordance with 
5 U.S.C. 552(a) and 1 CFR part 51.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, 450 Fifth Street, NW., Washington DC 20549-0102. We will 
post electronic format copies on the Commission's Web Site; the address 
for the Filer Manual is http://www.sec.gov/info/edgar/filermanual.htm>. 
You may also obtain copies from Disclosure Incorporated, the paper and 
microfiche contractor for the Commission, at (800) 638-8241.
    Since the Filer Manual relates solely to agency procedures or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act (APA).\5\ It follows that the requirements 
of the Regulatory Flexibility Act \6\ do not apply.
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    \5\ 5 U.S.C. 553(b).
    \6\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is August 16, 2001. In accordance with the APA,\7\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The EDGAR system upgrade to 
Release 7.5.b took place on July 30, 2001. The Commission believes that 
it is necessary to coordinate the effectiveness of the updated Filer 
Manual with the scheduled system upgrade in order to minimize confusion 
to EDGAR filers.
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    \7\ 5 U.S.C. 553(d)(3).
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Statutory Basis

    We are adopting the amendments to Regulation S-T 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 of 1940.\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, 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), 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.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
requirements for filers using modernized EDGARLink are set forth in 
EDGAR Filer Manual (Release 7.5), Volume I--Modernized EDGARLink, dated 
July 2001. Additional provisions applicable to Form N-SAR filers are 
set forth in EDGAR Filer Manual (Release 7.0), Volume II--N-SAR 
Supplement, dated July 2001. All of these provisions have been 
incorporated by reference into the Code of Federal Regulations, which 
action was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with 
these requirements in order for documents to be timely received and 
accepted. You can obtain paper copies of the EDGAR Filer Manual from 
the following address: Public Reference Room, U.S. Securities and 
Exchange Commission, 450 5th Street, NW., Washington, DC 20549-0102 or 
by calling Disclosure Incorporated at (800) 638-8241. Electronic format 
copies are available on the Commission's Web Site. The address for the 
Filer Manual is http://www.sec.gov/info/edgar/filerman.htm>. You can 
also photocopy the document at the Office of the Federal Register, 800 
North Capitol Street, NW, Suite 700, Washington, DC.

    By the Commission.

    Dated: August 7, 2001.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-20183 Filed 8-15-01; 8:45 am]
BILLING CODE 8010-01-P