[Federal Register Volume 71, Number 22 (Thursday, February 2, 2006)]
[Rules and Regulations]
[Pages 5596-5598]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 06-945]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8656; 34-53186; 35-28081; 39-2441; IC-27219]
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 amended 
rules and forms adopted by the Commission requiring that certain open-
end management investment companies and insurance company separate 
accounts identify in their EDGAR submissions information relating to 
their investment company type, series and classes (or contracts, in the 
case of separate accounts), and ticker symbols. Revisions are also 
being made to support the final rule requiring that Form 25-NSE be 
filed electronically. In addition, revisions are being made to revoke 
submission types based on the Public Utility Holding Company Act of 
1935 which was repealed in the enactment of the Energy Policy Act of 
2005. Finally, revisions are being made to complete the removal of the 
submission types rescinded on December 1, 2005 as a result of the 
adoption of securities offering reform initiatives.
    The revisions to the Filer Manual reflect changes within Volumes I 
and II, entitled EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 2 (February 2006) and EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 3 (February 2006) respectively. The updated manual 
will be incorporated by reference into the Code of Federal Regulations.

EFFECTIVE DATE: February 6, 2006. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of February 6, 2006.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 551-8800; for questions concerning 
the rescinding of Public Utility Holding Company Act of 1935 submission 
types, in the Division of Investment Management, Catherine A. Fisher, 
Assistant Director, Office of Public Utility Regulation at (202) 551-
6944; for questions concerning Securities Offering Reform, in the 
Division of Corporation Finance, Herbert Scholl, Office Chief, EDGAR 
and Information Analysis at (202) 551-3615; for questions concerning 
the Form 25-NSE filings, in the Division of Market Regulation, Sharon 
Lawson, Senior Special Counsel, at (202) 551-5605; for questions 
concerning the inclusion of series and class (contract) data in filings 
for open-end management investment companies and insurance company 
separate accounts, in the Division of Investment Management, Ruth 
Armfield Sanders, Senior Special Counsel, at (202) 551-6989; and, in 
the Office of Filings and Information Services, Shirley Slocum, at 
(202) 551-8900.

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 EDGARLink \2\ and the Online Forms/XML 
Web site.
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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 November 7, 2005. See Release No. 33-8633 (November 
1, 2005) [70 FR 67350].
    \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) [68 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; Release No. 33-8409 (April 19, 2004) [69 FR 
21954] in which we implemented EDGAR Release 8.7; Release No. 33-
8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR 
Release 8.8; Release No. 33-8528 (February 3, 2005) [70 FR 6573] in 
which we implemented EDGAR Release 8.10; Release No. 33-8573 (May 
19, 2005) [70 FR 30899] in which we implemented EDGAR Release 9.0; 
Release No. 33-8612 (September 21, 2005) [70 FR 57130] in which the 
Commission granted the authorization to publish the release adopting 
the reorganized EDGAR Filer Manual; and Release No. 33-8633 
(November 1, 2005) [70 FR 67350] in which we implemented EDGAR 
Release 9.2.

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[[Page 5597]]

    The revisions are being made primarily to support the amended rules 
and forms adopted by the Commission requiring 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).\5\ 
Specifically, we will be adding fields to certain EDGAR submission 
templates for use by certain open-end management investment company and 
insurance company separate account filers to identify their Investment 
Company Type and the series and classes (contracts) on behalf of which 
a filing is being made. Beginning February 6, 2006, filers would 
include information on existing series and classes (contracts) and new 
series and classes (contracts) on behalf of which a filing is made; 
they would also include information on series and classes (contracts) 
involved in mergers. (Filers were required to enter information on 
series and classes (contracts) in existence prior to February 6, 2006 
via the www.edgarfiling.sec.gov Web site to obtain identifiers prior to 
that date.)
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    \5\ See Rulemaking for EDGAR System, Release No. 33-8590 (July 
18, 2005) [70 FR 43558 (July 27, 2005)].
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    In addition, revisions are being made to support the requirement to 
file Form 25-NSE electronically.\6\
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    \6\ In a prior release, Commission updates to the Filer Manual 
supporting the issuer submission type 25 were included. This version 
of the manual includes updates for submission type 25-NSE which will 
be filed by the National Securities Exchanges. Submission type 25 
and form type 25-NSE will both be a required electronic form 
starting on April 24, 2006. See Removal From Listing and 
Registration of Securities Pursuant to Section 12(d) of the 
Securities Exchange Act of 1934, Release No. 34-52029 (July 14, 
2005) [70 FR 42456].
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    As a result of the adoption of securities offering reform 
initiatives, the submission of types S-2, S-2/A, F-2, F-2/A were 
eliminated. Amendments to these form types filed after December 1, 2005 
must comply with the requirements of Forms S-1/A, S-3/A, F-1/A or F-3/A 
as appropriate.
    The recent enactment of the Energy Policy Act of 2005 will result 
in the repeal of the Public Utility Holding Company Act of 1935 (``1935 
Act'') effective February 8, 2006. Therefore, the EDGAR system will no 
longer accept 1935 Act filings as of 5:30 PM on February 8, 2006. 
Submission types and references to the 1935 Act will be removed from 
the EDGAR Filer Manual in this release of the volume, but 1935 Act 
submission types will be accepted for the period ending at the close of 
business on February 8th following the February 6th publication of the 
manual. The 1935 Act submission types will be removed from EDGARLink in 
a future release.
    For EDGAR Release 9.3, the EDGARLink software and submission 
templates 1, 2, and 3 will be updated to support the aforementioned 
submission type changes. All investment company filers should download 
and use the new software and submission templates to ensure that 
submissions will be processed successfully. Previous versions of the 
software and templates will not work properly for submissions that 
require series and class (contract) data. 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, 100 F Street, NE., Room 1580, Washington, DC 20549. 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, the paper document 
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).\7\ It follows that the requirements 
of the Regulatory Flexibility Act \8\ do not apply.
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    \7\ 5 U.S.C. 553(b).
    \8\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is February 6, 2006. In accordance with the APA,\9\ 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 9.3 is scheduled to become available on February 6, 2006. 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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    \9\ 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,\10\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\11\ 
Section 319 of the Trust Indenture Act of 1939,\12\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\13\
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    \10\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \11\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \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 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, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.

* * * * *

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

[[Page 5598]]

technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 2 (February 2006). The requirements for filing on EDGAR are set 
forth in the EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 3 
(February 2006). Additional provisions applicable to Form N-SAR filers 
are set forth in the EDGAR Filer Manual, Volume III: ``N-SAR 
Supplement,'' Version 1 (September 2005). 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, 100 F Street, NE., Room 1580, Washington, DC 20549 
or by calling Thomson Financial at (800) 638-8241. Electronic 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.

    By the Commission.

    Dated: January 27, 2006.
Nancy M. Morris,
Secretary.
[FR Doc. 06-945 Filed 2-1-06; 8:45 am]
BILLING CODE 8010-01-P