[Federal Register Volume 63, Number 15 (Friday, January 23, 1998)]
[Rules and Regulations]
[Pages 3462-3463]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-1646]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-7495; 34-39558; 35-26818; 39-2361; IC-23002]
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 incorporation by reference into
the Code of Federal Regulations.
DATES: Effective: The amendment to 17 CFR part 232 (Regulation S-T)
will be effective on January 26, 1998.
Other dates: The new edition of the EDGAR Filer Manual (Release
5.40) will be effective on January 26, 1998. The incorporation by
reference of the EDGAR Filer Manual is approved by the Director of the
Federal Register as of January 26, 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 August 23, 1997. See Release No. 33-7432 (July 29,
1997) [62 FR 41841].
\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\3\ 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] 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
5.40), filers will be able to specify either an Internet address or a
CompuServe address or both to receive messages on the status of an
electronic filing. Since messages sent through Internet may not be as
secure as messages sent via CompuServe, certain company information
will be omitted from Internet messages for suspended filings and test
filings.
Release 5.40 adds two EDGAR submission types for filings submitted
by investment companies and deletes or changes the header information
of several existing submission types. These changes are being made to
accommodate the recent rule and form amendments changing the method by
which certain investment companies calculate and pay registration
fees.4 The following submission types have been added for
[[Page 3463]]
the filing of initial registration statements and pre-effective
amendments on Form N-14 by closed-end investment companies: N-14 8C and
N-14 8C/A. In addition, the following investment company submission
types will no longer be subject to fees and the fee-related tags have
been removed: N-1, N-1/A, N-1A, N-1A/A, N-3, N-3/A, N-4, N-4/A, N-14,
N-14/A, N-14AE, N-14AE/A, S-6, S-6/A, and 487. Finally, submission
types 24F-2NT and 24F-3NT (and their amendments) must be filed within
90 days of the registrant's fiscal year end. This is a change from the
60-day requirement in effect prior to October 11, 1997.
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\4\ See Release No. 33-7448 (Sep. 10, 1997) [62 FR 47934]. The
rule amendments adopted in that release provided for automatic
registration of an indefinite number of securities by all open-end
management investment companies and unit investment trusts. As a
result, election by these issuers of registration of an indefinite
number of shares is no longer necessary or appropriate. Accordingly,
all EDGAR submission types used for making that election are being
eliminated.
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The following investment company submission types will no longer be
accepted by the EDGAR system: 24F-1, 24F-2EL, 24F-2EL/A, 24F-2TM, 24F-
2TM/A, N-1A EL, N-1A EL/A, N-3 EL, N-3 EL/A, N-4 EL, N-4 EL/A, S-6EL24,
S-6EL24/A, 485A24E, 485A24F, 485B24E, 485B24F, 485BXTE, 485BXTF,
N14EL24, N14EL24/A, N14AE24, and N14AE24/A.
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 January 26, 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, N.W., Washington, D.C.
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.5 It follows that the
requirements of the Regulatory Flexibility Act 6 do not
apply.
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\5\ 5 U.S.C. 601-612.
\6\ 5 U.S.C. 553(b).
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The effective date for the updated Filer Manual and the rule
amendments is January 26, 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 5.40 on January 24, 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 of 1933,7 Sections
3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of
1934,8 Section 20 of the Public Utility Holding Company Act
of 1935,9 Section 319 of the Trust Indenture Act of
1939,10 and Sections 8, 30, 31, and 38 of the Investment
Company Act.11
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\7\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
\8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
\9\ 15 U.S.C. 79t.
\10\ 15 U.S.C. 77sss.
\11\ 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), 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
January 1998 edition of the EDGAR Filer Manual: Guide for Electronic
Filing with the U.S. Securities and Exchange Commission (Release 5.40)
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 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,
N.W., Washington, D.C. 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.
By the Commission.
Dated: January 20, 1998.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-1646 Filed 1-22-98; 8:45 am]
BILLING CODE 8010-01-P
