[Federal Register Volume 69, Number 155 (Thursday, August 12, 2004)]
[Rules and Regulations]
[Pages 49803-49805]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-18413]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8454; 34-50160; 35-27881; 39-2424; IC-26525]
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 Electronic Data Gathering, Analysis, and 
Retrieval System (EDGAR) Filer Manual to reflect updates to the EDGAR 
system. The revisions are being made primarily to support the redesign 
of Form 8-K, where the reportable events have been expanded from 12 to 
22 items, a new

[[Page 49804]]

hierarchical numbering scheme has been introduced for the reportable 
events (items), and the fact that the 8-K can be filed to 
simultaneously satisfy some filing obligations for Rules 425, 14a-12, 
14d-2(b) and 13e-4(c). Revisions are also being made to provide support 
for EDGARLink on Windows [reg] XP, in addition to existing 
support for Windows [reg] 98, 2000 and NT; to provide 
support for modified exhibit descriptions for Regulations S-K and S-B; 
for discontinued support for submission Form types 40-8F-A, 40-8F-B, 
40-8F-L, 40-8F-M and their amendments; to provide support for the 
electronic filing of submission Form types 40-17G, 40-17GCS, 40-24B2, 
40-33 and their amendments; and, the ability to enter multiple classes 
(contracts) for a series at one time from a single web page.
    The revisions to the Filer Manual reflect changes within Volumes I, 
II and III, entitled ``EDGAR Release 8.8 EDGARLink Filer Manual,'' 
``EDGAR Release 8.8 N-SAR Supplement Filer Manual,'' and ``EDGAR 
Release 8.8 OnlineForms Filer Manual'' respectively. The updated manual 
will be incorporated by reference into the Code of Federal Regulations.

EFFECTIVE DATE: August 23, 2004. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of August 23, 2004.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 942-8800; for questions concerning 
the Division of Investment Management filings, in the Division of 
Investment Management, Ruth Armfield Sanders, Senior Special Counsel, 
at (202) 942-0978; for questions concerning the Division of Corporation 
Finance filings, in the Division of Corporation Finance, Herbert 
Scholl, Office Chief, EDGAR and Information Analysis, at (202) 942-
2940; and, in the Office of Filings and Information Services, Margaret 
A. Favor, (202) 942-8900.

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 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 (April 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on April 26, 2004. See Release No. 33-8409 (April 19, 
2004) [69 FR 21954].
    \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 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 (February 23, 1993) [58 FR 14628], 
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23, 
1993) [58 FR 14999], and 33-6980 (February 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 (December 
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 (October 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 (January 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; 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 49829], 
in which we implemented EDGAR Release 8.0; Release No. 33-8224 
(April 30, 2003) [66 FR 24345], in which we implemented EDGAR 
Release 8.5; Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 
33-8255A (September 4, 2003) [68 FR 53289] in which we implemented 
EDGAR Release 8.6; and Release No. 33-8409 (April 19, 2004) [69 FR 
21954] in which we implemented EDGAR Release 8.7.
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    We will implement EDGAR Release 8.8 on August 23, 2004, to support 
the redesign of Form 8-K,\5\ where the reportable events have been 
expanded from 12 to 22 items, a new hierarchical numbering scheme has 
been introduced for the reportable events (items), and the fact that 
the 8-K can be filed to simultaneously satisfy some filing obligations 
for Rules 425, 14a-12, 14d-2(b) and 13e-4(c). Revisions are also being 
made to provide support for EDGARLink on Windows [reg] XP, 
in addition to existing support for Windows [reg] 98, 2000 
and NT; to no longer support EDGARLink under Windows [reg] 
95; to provide support for modified exhibit descriptions for 
Regulations S-K and S-B, where both Regulations S-K and S-B 
descriptions are shown for each exhibit number, the descriptions have 
changed for Exhibits 7 and 17 and Exhibits 6 and 28 have been removed 
as valid exhibits.
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    \5\ See Release Nos. 33-8400 (March 16, 2004) [69 FR 15594] and 
33-8400A (August 4, 2004).
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    We are discontinuing support for submission types 40-8F-A, 40-8F-B, 
40-8F-L, and 40-8F-M and their amendments. In their place, filers will 
use new submission types N-8F and N-8F/A to submit their Forms N-8F and 
amendments. Those filers needing to file amendments to filings 
previously submitted on submission types 40-8F-A, 40-8F-B, 40-8F-L, or 
40-8F-M may do so using new submission type N-8F/A.
    Earlier this year, we proposed \6\ to amend to Rule 101 of 
Regulation S-T \7\ to make mandatory the electronic submission by 
investment companies of fidelity bonds under Section 17(g),\8\ sales 
literature filed with us under Section 24(b),\9\ and litigation 
material filed under Section 33 of the Investment Company Act.\10\ 
While we have not yet adopted our proposed amendment to Rule 101, we 
are adding electronic filing of submission types 40-17G, 40-17GCS, 40-
24B2, and 40-33 and their amendments so that filers may begin making 
these filings electronically on a voluntary basis. At this time, we 
will continue to accept paper submissions of these filings.
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    \6\ See ``Rulemaking for EDGAR System,'' Release 33-8401 (March 
16, 2004) [69 FR 13690 (March 23, 2004)].
    \7\ 17 CFR 232.101.
    \8\ 15 U.S.C. 80a-17(g).
    \9\ 15 U.S.C. 80a-24(b).
    \10\ 15 U.S.C. 80a-31.
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    This year we also proposed that certain open-end management 
investment companies and insurance company separate accounts identify 
in their EDGAR submissions information relating to their series and 
classes (or contracts, in the case of separate accounts).\11\ The new 
series and class page is now operational on the EDGAR Filing Web site 
https://www.edgarfiling.sec.gov/. Since the series and class page is 
live, filers who filed their latest registration statements or 
amendments on Form N-1A, N-3, N-4, or N-6 may use the page to enter 
information for their series and classes (contracts); filers who do so 
will be issued series and classes (contracts) identifiers. However, 
using the page and obtaining identifiers is not mandatory at this time. 
Obtaining identifiers will not become mandatory unless and until we act 
through a formal rulemaking to adopt the series and class requirements 
that we proposed.\12\ In this release, we

[[Page 49805]]

are revising the series and class page to make it more user friendly. 
We have added the ability for investment companies to enter multiple 
classes (contracts) for a series at one time from a single web page.
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    \11\ See Release 33-8401.
    \12\ See Release 33-8401 and Appendix J to the EDGAR Filer 
Manual for further information. Please note that, before a 
registrant may use the series and class page, it must make sure it 
has only one CIK. Those 1940 Act registrants for whom we proposed to 
require identifiers for their series and classes (or contracts, in 
the case of separate accounts) (i.e., Form N-1A, N-3, N-4 and N-6 
registrants) must submit their 1940 Act filings under only one 1940 
Act number (811-) and one CIK. (Registrants may have multiple 1933 
Act numbers under a single CIK.) Any 1940 Act registrant wishing to 
obtain identifiers who has more than one 1940 Act number or more 
than one CIK must call the IM EDGAR Inquiry Line at 202-942-0978 for 
assistance before proceeding on the series and class page.
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    For EDGAR Release 8.8, the EDGARLink software and submission 
templates 1, 2, 3 and 5 will be updated to support Windows 
[reg] XP, in addition to Windows [reg] NT, 2000, 
and Windows [reg] 98, and the aforementioned submission form 
type changes. It is highly recommended that filers download, install, 
and use the new EDGARLink software and submission templates to ensure 
that submissions will be processed successfully; filers who wish to use 
EDGARLink on Windows [reg] XP must download the new version 
and new templates. Previous versions of the templates may not work 
properly. EDGARLink will no longer be supported on Windows 
[reg] 95. Notice of the update has previously been provided 
on the EDGAR Filing Web site and on the Commission's public Web site. 
The discrete updates are reflected on the EDGAR 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).\13\ It follows that the 
requirements of the Regulatory Flexibility Act \14\ do not apply.
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    \13\ 5 U.S.C. 553(b).
    \14\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is August 23, 2004. In accordance with the APA,\15\ 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 8.8 is scheduled to become available on August 23, 2004. 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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    \15\ 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 of 1933,\16\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\17\ 
Section 20 of the Public Utility Holding Company Act of 1935,\18\ 
Section 319 of the Trust Indenture Act of 1939,\19\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\20\
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    \16\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \17\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \18\ 15 U.S.C. 79t.
    \19\ 15 U.S.C. 77sss.
    \20\ 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 in part 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 8.8 EDGARLink Filer Manual Volume I, dated August 2004. 
Additional provisions applicable to Form N-SAR filers and Online Forms 
filers are set forth in the EDGAR Release 8.8 N-SAR Supplement Filer 
Manual Volume II, dated August 2004, and the EDGAR Release 8.8 
OnlineForms Filer Manual Volume III, dated August 2004. 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 National 
Archives and Records Administration (NARA). For information on the 
availability of this material at NARA, call 202-741-6030, or go to: 
http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

    Dated: August 6, 2004.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-18413 Filed 8-11-04; 8:45 am]
BILLING CODE 8010-01-P