Securities and Exchange Commission
17 CFR Part 232
[Release Nos. 33-8409; 34-49580; 35-27836; 39-2419; IC-26420]
Adoption of Updated EDGAR Filer Manual
Agency: Securities and Exchange Commission.
Action: Final rule.
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 mandatory electronic filing of Form ID, the application for access codes to file on EDGAR, via a new EDGAR Filer Management Web site and to support the initial period of our proposal to expand the information that we require certain open-end management investment companies and insurance company separate accounts to submit to us electronically through EDGAR regarding their series and classes (or contracts, in the case of separate accounts).
The revisions to the Filer Manual reflect changes within Volumes I, II and III, entitled "EDGAR Release 8.7 EDGARLink Filer Manual," "EDGAR Release 8.7 N-SAR Supplement Filer Manual," and "EDGAR Release 8.7 OnlineForms Filer Manual" respectively. The updated manual will be incorporated by reference into the Code of Federal Regulations.
Effective Date: April 26, 2004. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of April 26, 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; and 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; 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
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
We will implement EDGAR Release 8.7 on April 26, 2004, to support the mandatory electronic filing of Form ID5, via the new EDGAR Filer Management Web site, and to support the initial period of our proposal to expand the information that we require certain open-end management investment companies and insurance company separate accounts to submit to us electronically through EDGAR regarding their series and classes (or contracts, in the case of separate accounts) 6. The initial period being supported in this revision will allow these investment companies, which we refer to as "S/C Funds," to enter series and class (contract) information using the new Series and Classes (Contracts) Information page on the EDGAR Filer Web site (https://www.edgarfiling.sec.gov) to obtain series and class (contract) identifiers.
In addition, the new release will include EDGAR company naming convention updates. It will increase the company name length from 60 characters to 150 characters and support the use of additional ASCII characters in the company name and the ability to store and disseminate mixed-case company names7 instead of in all upper case (as was done in the past). It will also add new paper Form types 40-17GCS and 40-17GCS/A; a new field on the EDGAR Filer Web site's Company Information screen that will allow accelerated Form 10-K filers to identify themselves as such;8 a serial company name tag to Form 424 to allow for the entry of serial company names; a new tag for a filer supplied file number to Form 15-15D and Form 15-15D/A; and "EX-99.CERT" to the EDGARLink drop-down menu for Form types N-Q and N-Q/A.
EDGAR 8.7 supports backward compatibility of the 8.6.m templates as long as the reporting requirements for specific form types have not changed. EDGAR 8.7 server software supports all of the field identifiers that were valid in the 8.6.m 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 Web site. The discrete updates are reflected on the filing Web site and in the updated draft 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).9 It follows that the requirements of the Regulatory Flexibility Act 10 do not apply.
The effective date for the updated Filer Manual and the rule amendments is April 26, 2004. In accordance with the APA,11 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 8.7 is scheduled to become available on April 26, 2004. The Commission believes that it is necessary to coordinate the effectiveness of the updated Filer Manual with the scheduled system upgrade.
We are adopting the amendments to Regulation S-T under Sections 6, 7, 8, 10, and 19(a) of the Securities Act,12 Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,13 Section 20 of the Public Utility Holding Company Act of 1935,14 Section 319 of the Trust Indenture Act of 1939,15 and Sections 8, 30, 31, and 38 of the Investment Company Act of 1940.16
List of Subjects in 17 CFR Part 232
Incorporation by reference, 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 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.
* * * * *
2. Section 232.301 is revised to read as follows:
§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 8.7 EDGARLink Filer Manual Volume I, dated April 2004. Additional provisions applicable to Form N-SAR filers and Online Forms filers are set forth in the EDGAR Release 8.7 N-SAR Supplement Filer Manual Volume II, dated April 2004, and the EDGAR Release 8.7 OnlineForms Filer Manual Volume III, dated April 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 Office of the Federal Register, 800 North Capitol Street, NW, Suite 700, Washington, DC.
By the Commission.
Margaret H. McFarland
April 19, 2004
1 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 July 31, 2003. See Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 33-8255A (Sept. 10, 2003) [68 FR 53289].
2 This is the filer assistance software we provide filers filing on the EDGAR system.
3 See Rule 301 of Regulation S-T (17 CFR 232.301).
4 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 and Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 33-8255A (Sept. 10, 2003) [68 FR 53289] in which we implemented EDGAR Release 8.6.
5 See Release Nos. 33-8399 (Mar. 15, 2004) [69 FR 13426], "Mandated Electronic Filing for Form ID."
6 See Release No. 33-8401 (Mar. 16, 2004) [69 FR 13690], "Rulemaking for EDGAR System."
7 Additional ASCII characters accepted are: exclamation point (ASCII 33), pound/number sign (ASCII 35), dollar sign (ASCII 36), left parenthesis (ASCII 40), right parenthesis (ASCII 41), comma (ASCII 44), period (ASCII 46), colon (ASCII 58), semicolon (ASCII 59), equals sign (ASCII 61), at sign (ASCII 64), back quote (ASCII 96), left brace (ASCII 123), vertical bar (ASCII 124), right brace (ASCII 125).
8 Applicable EDGAR filers can do this by selecting the Information Exchange Retrieve/Edit Data option from the EDGAR Filer Web site.
9 5 U.S.C. 553(b).
10 5 U.S.C. 601- 612.
11 5 U.S.C. 553(d)(3).
12 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
13 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
14 15 U.S.C. 79t.
15 15 U.S.C. 77sss.
16 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.