[Federal Register Volume 66, Number 190 (Monday, October 1, 2001)]
[Rules and Regulations]
[Pages 49829-49830]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-24328]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8007; 34-44834; 35-27443; 39-2393; IC-25168]
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 8.0. The new release includes an 
updated version of EDGARLink (Release 8.0) that filers must now 
download and use. The new version includes various enhancements to the 
templates and software. The revisions to the Filer Manual reflect these 
changes. The updated manual will be incorporated by reference into the 
Code of Federal Regulations.

EFFECTIVE DATE: October 1, 2001. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of October 1, 2001.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick 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 July 30, 2001. See Release No. 33-7999 (August 7, 
2001) [66 FR 42941].
    \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 8.0, the most recent step in the Commission's 
modernization project, will be implemented on September 24, 2001. This 
release includes a new version of EDGARLink (Release 8.0), which makes 
certain enhancements to the templates and software. Filers must 
download and use the updated EDGARLink 8.0 software and templates to 
ensure their filings will be processed successfully. EDGAR will no 
longer support earlier versions of EDGARLink. Notice of the update has 
previously been provided on the EDGAR Filing Web Site, through return 
notices to filers, and on the Commission's public web site. The 
discrete updates are reflected on the filing web site, and in the 
updated Filer Manual.
    One benefit of the new release is its update to the Internet Forms 
Viewer and the Java Runtime Environment software packages, which are 
incorporated into EDGARLink. This upgrade will make EDGARLink more 
compatible with newer versions of commercial and custom software 
already deployed and used by our customers.
    Other enhancements facilitate the entry of data for fee-based 
filings. EDGARLink Release 8.0 contains two new fee pages within 
Templates 1 and 2: the Fee and Offering Information page and Fee Offset 
Information page. The Fee and Offering Information page contains fee-
related fields: Payor CIK and Payor CCC, Method of Payment and the Fee 
Paid (if applicable). Also displayed is an Offering Table that replaces 
the Equity, Debt, Convertible and Other fields. Fee Paid is now 
required, if applicable to the particular form type, and a suspense 
error ``incorrect fee amount'' will be displayed if the amount in the 
Fee Paid field is less then the calculated fee amount.
    The Fee Offset Information page allows the entry of multiple 
offsets for a single submission. Each offset information row contains 
the CIK, Form Type, File Number, Offset Filing Date and the Amount. 
There is also a new automatic fee estimating function within EDGARLink 
that calculates the fee, based upon data entered by the filer. This 
function will be kept current through the use of the Fee Rate Table 
file; this file will be updated by the Commission and will be available 
for

[[Page 49830]]

download by the filers through the EDGAR Filing Web site.
    There also have been other enhancements to the EDGARLink Templates 
1, 2 and 3. We have updated various fields on the template screens, 
such as a save icon, to make them clearer and easier to use. Several 
fields have been relocated to improve the fit of the templates on the 
filer's monitor. EDGAR now will automatically assign file numbers to 
new registrants on amendments, when ``new'' is typed in the File Number 
field of the new co-registrant. We have also removed fields that were 
incorrectly displaying for certain form types. Fields now required for 
particular form types, such as the new fee fields for fee bearing 
filings and the File Number field for the U-3A-2/A form, will be 
displayed. A number of form types will now only allow single 
registrants: 24F-2NT, all OPUR form types, N-6F, N-6F/A, N-54A, N-54A/
A, N-54C and N-54C/A. Co-registrant fields for these form types will 
not be displayed. The form types N-6C9 and N-6C9/A have been removed 
from EDGAR.
    Along with adoption of the Filer Manual, we are amending Rule 301 
of Regulation S-T to provide for the incorporation by reference into 
the Code of Federal Regulations of today's revisions. This 
incorporation by reference was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, 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 Thomson Financial Corp, 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 October 1, 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 8.0 is scheduled to occur on September 24, 2001. The Commission 
believes that it is necessary to coordinate the effectiveness of the 
updated Filer Manual with the scheduled system upgrade.
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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 8.0), Volume I--Modernized EDGARLink, dated 
September 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 Thomson Financial Corp 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.

    Dated: September 24, 2001.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-24328 Filed 9-28-01; 8:45 am]
BILLING CODE 8010-01-P