[Federal Register Volume 70, Number 189 (Friday, September 30, 2005)]
[Rules and Regulations]
[Pages 57130-57132]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-19315]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8612; 34-52477; 35-28033; 39-2439; IC-27070]
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 changes made to 
improve, reorganize and restructure the EDGAR Filer Manual volumes to 
make it easier for filers and those wishing to apply for EDGAR access 
codes to locate the information that they need to apply for EDGAR 
access, maintain company information and submit a filing. With this 
reorganization, no changes have been made to the filing process.
    The revisions to the Filer Manual reflect changes within Volumes I, 
II and III, entitled ``EDGAR Filer Manual Volume I General 
Information,'' ``EDGAR Filer Manual Volume II EDGAR Filing,'' and 
``EDGAR Filer Manual Volume III N-SAR Supplement'' respectively. The 
updated manual will be incorporated by reference into the Code of 
Federal Regulations.

EFFECTIVE DATE: October 14, 2005. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of October 14, 2005.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 551-8800; 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; for questions concerning the 
Division of Investment Management filings, 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, Velma Smith, at (202) 942-8900.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual (Filer Manual). The Filer Manual describes how to become an 
EDGAR filer and 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 June 6, 2005. See Release No. 33-8573 (May 19, 2005) 
[70 FR 30899].
    \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; 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; and Release No. 33-8573 
(May 19, 2005) [70 FR 30899] in which we implemented EDGAR Release 
9.0.
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    The revisions to the EDGAR Filer Manual volumes are being made to 
improve, reorganize and restructure the EDGAR Filer Manual volumes to 
make it easier for filers, and those wishing to apply for EDGAR access 
codes, to locate the information that they need to apply for EDGAR 
access, maintain company information and submit electronic filings. The 
EDGAR Filer Manual has also been rearranged to eliminate information 
that was repeated between the different volumes and to be more aligned 
with the logical functions performed by EDGAR users. The reorganized 
filer manual does not include any changes to the filing process.
    The EDGAR Filer Manual Volume I General Information covers the 
EDGAR application process, outlines how to keep company data, which is 
stored in EDGAR, current and provides a brief introduction to the 
filing process. The appendices in this volume, as well as those that 
are a part of the other volumes, ``Glossary of Commonly Used Terms, 
Acronyms, and Abbreviations'' and ``Frequently Asked Questions'' for 
example, only contain information specific to the processes and 
concepts covered within the volume. The appendices are no longer 
repeated in each volume. Volume I is intended to be a reference for 
those that need to obtain EDGAR access, those that are new to EDGAR and 
those that are responsible for keeping company information current.
    The EDGAR Filer Manual Volume II EDGAR Filing focuses entirely on 
the filing process. It illustrates each step of the process to submit 
an electronic submission and helps filers understand the tools provided 
by the SEC for constructing and transmitting those submissions, 
concisely consolidating information previously provided in the former 
EDGAR Release 9.0 EDGARLink Filer Manual Volume I and EDGAR Release 9.0 
OnlineForms Filer Manual Volume III. It also provides a much improved 
Index to Forms which, in addition to the Submission Type and 
Description, adds the name of the tool (e.g., EDGARLink or Online 
Forms/XML Web site), the template number that contains that particular 
submission type and the Filer Constructed Form Specification (formerly 
known as ``Reduced Content Filing Specification'') that should be used 
by those that

[[Page 57131]]

prepare filings without using EDGARLink or the OnlineForms/XML Web 
site. The Index to Forms is provided in alphanumeric order, which can 
be used by those that only know the submission type, as well as by Act. 
This volume is intended to be a reference for those that are 
responsible for submitting filings to the SEC via the EDGAR system.
    The EDGAR Filer Manual Volume III N-SAR Supplement is the guide for 
preparing the electronic submissions of Form N-SAR. While this volume 
used to be Volume II of the EDGAR Filer Manual, its current content has 
remained essentially unchanged with the exception of the minor 
modifications necessary to update references to the other updated Filer 
Manual volumes.
    Prior to the reorganization of the EDGAR Filer Manual, the version 
numbers assigned to each volume were based upon the EDGAR release 
number in which it was implemented. As of this revised Filer Manual, 
each volume will be baselined at Version One and will no longer follow 
the EDGAR release numbers. This will prevent the need to make changes 
to the EDGAR Filer Manual volumes simply to update the EDGAR release 
when none of the other content has been changed. The EDGAR Filer Manual 
volumes will only be updated when changes are made to the functions 
contained within a particular volume. Filers should consult the SEC's 
Public Web site, EDGAR Filing Web site or the EDGAR OnlineForms/XML Web 
site to determine the current version of the software or documents.
    The SEC maintains a number of Web sites and URLs to support the 
filing process. As more sites and URLs have been developed, it has 
become more complicated for filers to find the correct site for a 
single function. To give filers a central location from which they can 
navigate to the EDGAR Web site that they need to access rather than 
having to remember the different URLs to each of the EDGAR Filing Web 
sites, we created an EDGAR Gateway Web site that can be reached at the 
following URL: https://www.portal.edgarfiling.sec.gov. The use of the 
new EDGAR Gateway Web site is optional. The existing EDGAR Filer 
Management, EDGAR Filing and EDGAR OnlineForms/XML Web sites can still 
be accessed as they have previously. The EDGAR Gateway Web site is 
expected to be available on or about September 26, 2005.
    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.\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 fourteen (14) days after publication in the Federal 
Register. Because the changes made to reorganize the Filer Manual were 
made solely for the purposes of clarity and do not change the filing 
process, we find that there is good cause to establish an effective 
date less than 30 days after publication of these rules.

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,\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 of 1940.\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, Reporting and recordkeeping 
requirements, Securities.

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 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 1 (September 2005). The requirements for filing on EDGAR are 
set forth in the EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' 
Version 1 (September 2005). 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/federalregister /
code--of--federal--regulations /ibr--locations.html.

    Dated: September 21, 2005.


[[Page 57132]]


    By the Commission.
Jonathan G. Katz,
Secretary.
[FR Doc. 05-19315 Filed 9-29-05; 8:45 am]
BILLING CODE 8010-01-P