[Federal Register Volume 68, Number 147 (Thursday, July 31, 2003)]
[Rules and Regulations]
[Pages 44876-44878]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-19087]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8255; 34-48204; 35-27700; 39-2409; IC-26013]
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 primarily to improve the functionality of the SEC's 
Online Forms website. The website is currently used for preparing and 
submitting ownership reports, Forms 3, 4, 5 and their amendments, Forms 
3/A, 4/A and 5/A, required under section 16(a) of the Securities 
Exchange Act of 1934, generally as required by section 403 of the 
Sarbanes-Oxley Act of 2002. Some of the improved functionality includes 
the ability to list holdings of securities separately from securities 
transactions; facilitating the reporting of gift, phantom stock plan 
and similar transactions; automatic entry of the filer's address by the 
system based on the filer's CIK number and the ability to change the 
address for the filing\1\; and XML schema and stylesheet updates to 
support these changes. In addition, the new release will include 
support for extended EDGAR filing and dissemination to 6 a.m., as a 
trial to assess its usefulness to filers; same day acceptance and 
dissemination of Form 3, 4 and 5 filings and Securities Act of 1933, 
Rule 462(b) filings, MEF form types, received on business days on or

[[Page 44877]]

before 10 p.m., eastern standard time; Form 8-K Items 10, 11, 12, and 
13; new form types N-CSRS, N-PX and N-Q; and rescinded form types BW-2 
and BW-3. The revisions to the Filer Manual reflect these changes 
within Volumes I, II and III, entitled ``EDGAR Release 8.6 EDGARLink 
Filer Manual'', ``EDGAR Release 8.6 Filer Manual N-SAR Supplement'', 
and ``EDGAR Release 8.6 OnlineForms Filer Manual'' respectively. The 
updated manual will be incorporated by reference into the Code of 
Federal Regulations.
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    \1\ Changes of address will be effective for that filing only. 
EDGAR filers are reminded of their responsibility to ensure that 
their address of record, as reflected in the EDGAR database, is kept 
current. This can be done by selecting the Information Exchange--
Retrieve/Edit Data option from the EDGAR OnlineForms Website.

EFFECTIVE DATE: July 31, 2003. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
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as of July 31, 2003.

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.\2\ It also describes the requirements for 
filing using modernized EDGARLink.\3\
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    \2\ We originally adopted the Filer Manual on July 1, 1993, with 
an effective date of July 26, 1993. Release No. 33-6986 (Apr. 1, 
1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on April 30, 2003. See Release No. 33-8224 (May 7, 
2003) [66 FR 24345].
    \3\ 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 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.\4\ Filers should consult the Filer Manual in conjunction with 
our rules governing mandated electronic filing when preparing documents 
for electronic submission.\5\
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    \4\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \5\ 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 (July 24, 
2000) [65 FR 24788], in which we implemented EDGAR Release 7.0; 
Release No. 33-7999 (August 7, 2001) [66 FR 42941], in which we 
implemented EDGAR Release 7.5; Release No. 33-8007 (September 24, 
2001) [66 FR 42829], in which we implemented EDGAR Release 8.0; 
Release No. 33-8224 (May 7, 2003) [66 FR 24345], in which we 
implemented EDGAR Release 8.5.
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    We will implement EDGAR Release 8.6 on July 28, 2003, to improve 
the functionality of the SEC's Online Forms website, to support new 
extended EDGAR filing and dissemination hours to 6 a.m., to support 
same day acceptance and dissemination of Form 3, 4 and 5 filings and 
Securities Act of 1933, Rule 462(b) filings, MEF form types, received 
on business days on or before 10 p.m., to support recent rulemaking 
activity related to the addition of the new Form 8-K Items 10, 11, 12, 
and 13, new form types N-CSRS, N-PX and N-Q and rescinded form types 
BW-2 and BW-3. This release also includes minor updates to submission 
Templates 1, 2, 3, and 5, and the EDGARLink software, to allow for new 
exhibit types: EX-31 and EX-32 and exhibits for use with Form N-CSR 
(submission types N-CSR and N-CSRS): EX-99.906CERT, EX-99.CERT and EX-
99.CODE ETH; to disallow the use of exhibit types, EX-99.102P3 CERT, 
EX-99.133 CERT, EX-99.77Q3 CERT; to disallow the use of form types BW-2 
and BW-3; to allow for the use of new form types N-CSRS and N-CSRS/A 
(for submission of certified semi-annual shareholder report of 
registered management investment companies); N-PX and N-PX/A (for 
submission of annual report of proxy voting record of registered 
management investment companies); and N-Q and N-Q/A (for submission of 
quarterly schedule of portfolio holdings of registered management 
investment company if and when the Commission adopts form N-Q); and to 
allow for the use of Form 8-K Items 10, 11, 12, and 13.
    EDGAR 8.6 supports backward compatibility of the 8.5 templates as 
long as the reporting requirements for specific form types have not 
changed. EDGAR 8.6 server software supports all of the field 
identifiers that were valid in the 8.5 version of the PureEdge 
templates. Notice of the update has previously been provided on the 
EDGAR filing Web site and on the Commission's public website. The 
discrete updates are reflected on the filing Web site and in the 
updated Filer Manual Volumes.
    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.shtml. You may 
also obtain copies from Thomson Financial Inc, 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).\6\ It follows that the requirements 
of the Regulatory Flexibility Act \7\ do not apply.
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    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is July 31, 2003. In accordance with the APA,\8\ 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 8.6 is scheduled to occur on July 26, 2003, becoming available 
on July 28, 2003. 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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    \8\ 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,\9\ Sections 3, 12, 13, 14, 
15, 23, and 35A of the Securities Exchange Act of 1934,\10\ Section 20 
of the Public Utility Holding Company Act of 1935,\11\ Section 319 of 
the Trust Indenture Act

[[Page 44878]]

of 1939,\12\ and Sections 8, 30, 31, and 38 of the Investment Company 
Act of 1940.\13\
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    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \11\ 15 U.S.C. 79t.
    \12\ 15 U.S.C. 77sss.
    \13\ 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

0
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

0
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.


0
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 the 
EDGAR Release 8.6 EDGARLink Filer Manual Volume I, dated July 2003. 
Additional provisions applicable to Form N-SAR filers and Online Forms 
filers are set forth in the EDGAR Release 8.6 Filer Manual Volume II N-
SAR Supplement, dated July 2003, and the EDGAR Release 8.6 OnlineForms 
Filer Manual Volume III, dated July 2003. 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 Fifth Street, NW., Washington, DC 20549-0102 
or by calling Thomson Financial Inc 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.shtml. 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: July 22, 2003.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 03-19087 Filed 7-30-03; 8:45 am]
BILLING CODE 8010-01-P