SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-7351; 34-37774; 35-26585; 39-2343; IC-22257]
RIN 3235-AG96
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission
ACTION: Final Rules
SUMMARY: The Securities and Exchange Commission ("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.
EFFECTIVE DATE: The amendment to Regulation S-T will be
effective on October 7, 1996. The new edition of the EDGAR Filer
Manual (Release 5.10) will be effective on October 7, 1996. The
incorporation by reference of the EDGAR Filer Manual is approved
by the Director of the Federal Register as of October 7, 1996.
FOR FURTHER INFORMATION CONTACT: In the Office of Information
Technology, David T. Copenhafer at (202) 942-8800; for questions
concerning investment company filings, Ruth Armfield Sanders,
Senior Counsel, Division of Investment Management, at (202) 942-
0591.
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
2
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/ In this
update, notice is provided to filers concerning the change in
electronic filing requirements resulting from the elimination of
fees previously adopted by the Commission under the Independent
Offices Appropriations Act of 1952 ("IOAA").4/
In addition, several submission types have been added to
accommodate existing rules. Specifically, new EDGAR submission
type "POS 8C" has been added to accommodate filings of post-
____________________
1/ The Filer Manual originally was adopted on April 1, 1993,
and became effective on April 26, 1993. Release No. 33-6986
(April 1, 1993) [58 FR 18638]. The most recent update to the
Filer Manual was adopted in Release No. 33-7241 (November 13,
1995) [60 FR 57682].
2/ See Rule 301 of Regulation S-T (17 CFR 232.301).
3/ 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] for a comprehensive treatment of the rules
adopted by the Commission governing mandated electronic filing.
See also Release No. 33-7122 (December 19, 1994) [59 FR 67752],
in which the Commission made the EDGAR rules final and applicable
to all domestic registrants and adopted minor amendments to the
EDGAR rules, and Release No. 33-7241, in which the Commission
adopted the most recent update to the Filer Manual and additional
minor technical amendments to the EDGAR rules.
4/ 31 U.S.C. 9701. See Release No. 33-7331 (September 17,
1996) [61 FR 49957], adopting, and Release No. 33-7293 (May 16,
1996) [61 FR 25601], proposing, the fee elimination.
3
effective amendments under the Securities Act of 1933 (the
"Securities Act")5/ by certain investment companies. This
submission type is to be used by investment companies whose
registration statements are filed on Forms N-2 and N-5 for the
submission of post-effective amendments under the Securities Act,
or for post-effective amendments under both the Securities Act
and the Investment Company Act of 1940.6/ Also added for
investment companies are submission types "485BXT," "485BXTE,"
and "485BXTF." These three submission types are to be used by
open-end investment companies submitting filings under Securities
Act rule 485(b)(1)(v) to designate new effective dates for
filings previously made under Securities Act rule 485(a).7/
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 October 7,
1996.
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.,
____________________
5/ 15 U.S.C. 77a et seq.
6/ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
7/ See Release Nos. IC-20486 (August 17, 1994) [59 FR
43460] and IC-20486A (September 19, 1994) [59 FR 48798].
4
Washington D.C. 20549. Electronic format copies will be
available on the EDGAR electronic bulletin board. 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.8/ It follows that the
requirements of the Regulatory Flexibility Act9/ do not apply.
The effective date for the updated Filer Manual and the rule
amendments is October 7, 1996. 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 was upgraded to Release 5.10 on September 14, 1996, to add
the new submission types and implement technical system
enhancements, and upgraded again on Saturday, October 5, 1996, to
implement system adjustments to accommodate the elimination of
IOAA fees, in anticipation of an effective date of Monday,
October 7, 1996. The Commission believes that it is necessary to
coordinate the effectiveness of the updated Filer Manual with the
effective date for the elimination of IOAA fees to avoid
confusion for EDGAR filers.
Statutory Basis
The amendment to Regulation S-T is being adopted under
____________________
8/ 5 U.S.C. 601-612.
9/ 5 U.S.C. 553(b).
5
Sections 6, 7, 8, 10, and 19(a) of the Securities Act,10/
Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities
Exchange Act of 1934,11/ Section 20 of the Public Utility
Holding Company Act of 1935,12/ Section 319 of the Trust
Indenture Act of 1939,13/ and Sections 8, 30, 31, and 38 of
the Investment Company Act of 1940.14/
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.
____________________
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. 79t.
13/ 15 U.S.C. 77sss.
14/ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
6
2. Section 232.301 is revised to read as follows:
Section 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 September 1996 edition of the
EDGAR Filer Manual: Guide for Electronic Filing with the U.S.
Securities and Exchange Commission (Release 5.10) 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. Information on
becoming an EDGAR E-mail/electronic bulletin board subscriber is
available by contacting CompuServe Inc. at (800) 848-8199.
By the Commission.
Jonathan G. Katz
Secretary
7
October 2, 1996