Adoption of Updated EDGAR Filer Manual

AGENCY:

Securities and Exchange Commission.

ACTION:

Final rule.

SUMMARY:

The Commission is adopting revisions to the EDGAR Filer Manual and is providing for their incorporation by reference into the Code of Federal Regulations. On May 16, 2000, we adopted a new Volume II, which described the Modernized EDGAR system implemented by EDGAR Release 7.0. Today, we are adopting conforming changes to the parts of the EDGAR Manual that concern the old (Legacy) EDGAR system (Volume I) and the filing of Form N-SAR documents (Volume III).

EFFECTIVE DATE:

June 23, 2000. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of June 23, 2000.

FOR FURTHER INFORMATION CONTACT:

In the Office of Information Technology, Richard Heroux at (202) 942-8800; in the Division of Investment Management, for questions concerning investment company filings, Shaswat K. Das, Attorney, at (202) 942-0978, and for questions concerning Volume III (N-SAR Supplement), Carolyn A. Miller, Senior Financial Analyst, at (202) 942-0513; and for questions concerning Corporation Finance company filings, Herbert Scholl, Office Chief, EDGAR and Information Analysis, Division of Corporation Finance, at (202) 942-2930.

SUPPLEMENTARY INFORMATION:

The EDGAR Filer Manual (“Filer Manual”) describes the technical formatting requirements for the preparation and submission of electronic filings through the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. On May 16, 2000, we adopted a new Volume II of the Filer Manual, containing the technical specifications for using the new modernized EDGAR system implemented by EDGAR Release 7.0. Today we are updating the provisions of the Filer Manual governing the Legacy EDGAR system, and the N-SAR Supplement, to reflect the limited changes being made to these systems with the implementation of EDGAR Release 7.0. The Filer Manual provisions governing the Legacy EDGAR system are found in Volume I. The provisions governing N-SAR filings are found in Volume III.

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. Filers should consult the Filer Manual in conjunction with our rules governing mandated electronic filing when preparing documents for electronic submission.

The principal revisions to the Legacy EDGAR provisions reflect these changes in EDGAR Release 7.0: an update to the use of magnetic tape cartridges and the removal of 9 track tapes when support of the Legacy EDGAR system ends; the elimination of diskette filing effective July 10, 2000; and the need for filers using the Legacy EDGAR software system to update company information, change passwords or change CIK confirmation codes by either entering the new data using the new EDGAR website available on the Internet or submitting an amended Form ID. Filers using the old version of EDGARLink will not be able to take advantage of EDGAR's new graphic and hypertext linking features.

The principal revision to the N-SAR provisions reflects the capability to install and run the N-SAR application under a Windows operating system environment. While filers will be able to submit their Forms N-SAR using the modernized EDGARLink, we do not encourage its use at this point, since certain header-building assistance and error checking is not yet available to filers using the modernized EDGARLink.

We are also amending Rule 301 of Regulation S-T to provide for the incorporation by reference into the Code of Federal Regulations of the updated Volumes I and III of the Filer Manual. 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 SEC's Web Site. The SEC's Web Site address for the Filer Manual is http://www.sec.gov/asec/ofis/filerman.htm. You may also obtain copies from Disclosure Incorporated, 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). It follows that the requirements of the Regulatory Flexibility Act do not apply.

The effective date for the updated Filer Manual and the rule amendments is June 23, 2000. In accordance with the APA, 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 7.0 took effect on May 30, 2000. The Commission believes that it is necessary to coordinate the effectiveness of the updated Filer Manual with the scheduled system upgrade in order to minimize confusion to EDGAR filers.

Statutory Basis

We are adopting the amendments to Regulation S-T under Sections 6, 7, 8, 10, and 19(a) of the Securities Act, Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934, Section 20 of the Public Utility Holding Company Act of 1935, Section 319 of the Trust Indenture Act of 1939, and Sections 8, 30, 31, and 38 of the Investment Company Act.

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 as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78 l, 78m, 78n, 78o(d), 78w(a), 78 ll (d), 79t(a), 80a-8, 80a-29, 80a-30 and 80a-37.

2. Section 232.301 is revised to read as follows: