Final Rule:
Adoption of Updated EDGAR Filer Manual
Release No. 5.50

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

(Release Nos. 33-7539; 34-40003; 35-26876; 39-2363; IC-23191)

RIN 3235-AG96

Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission

ACTION: Final Rules

SUMMARY: The 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 17 CFR part 232 (Regulation S-T) will be effective on June 1, 1998. The new edition of the EDGAR Filer Manual (Release 5.50) will be effective on June 1, 1998. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of June 1, 1998.

FOR FURTHER INFORMATION CONTACT: In the Office of Information Technology, Michael E. Bartell at (202) 942-8800; for questions concerning investment company filings, Ruth Armfield Sanders, Senior Counsel, Division of Investment Management, at (202) 942-0633; and for questions concerning Corporation Finance company filings, Margaret R. Black at (202) 942-2933.

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 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 edition of the EDGAR System and the Filer Manual (Release 5.50), the following four EDGAR submission form types have been added for filing of profiles for certain open-end management investment companies ⁴ pursuant to Rule 497 under the Securities Act: ⁵ 497K1, 497K2, 497K3A and 497K3B. Also, form type N-14MEF has been added for the filing of Forms N-14 pursuant to the Securities Act Rule 462(b).

In addition, Release 5.50 of EDGARLink no longer supports 1200 baud filing transmission rates, a transmission speed that was not being used by filers. Also, the number of exhibits allowed in one submission has been increased from 99 to 500; if more than 500 exhibits are attached to a single submission, the submission will not be accepted. The readme.doc file has been updated with the description of all 5.50 changes.

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 June 1, 1998.

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., Washington D.C. 20549. Electronic format copies will be available on the EDGAR electronic bulletin board and posted to the SEC’s Web Site. The SEC’s Web Site address for the Manual is http://www.sec.gov/asec/ofis/filerman.htm. 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. ⁶ It follows that the requirements of the Regulatory Flexibility Act ⁷ do not apply.

The effective date for the updated Filer Manual and the rule amendments is June 1, 1998. 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 is scheduled to be upgraded to Release 5.50 on May 30, 1998. The Commission believes that it is necessary to coordinate the effectiveness of the updated Filer Manual with the scheduled system upgrade in order to avoid confusion to EDGAR filers.

Statutory Basis

The amendment to Regulation S-T is being adopted under Sections 6, 7, 8, 10, and 19(a) of the Securities Act, ⁸ Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934, ⁹ Section 20 of the Public Utility Holding Company Act of 1935, ¹⁰ Section 319 of the Trust Indenture Act of 1939, ¹¹ and Sections 8, 30, 31, and 38 of the Investment Company Act. ¹²

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.

2. Section 232.301 is revised to read as follows:

§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 June 1998 edition of the EDGAR Filer Manual: Guide for Electronic Filing with the U.S. Securities and Exchange Commission (Release 5.50) 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 5^th 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 and posted to the SEC’s Web Site. The SEC’s Web Site address for the Manual is http://www.sec.gov/asec/ofis/filerman.htm. Information on becoming an EDGAR E-mail/electronic bulletin board subscriber is available by contacting CompuServe Inc. at (800) 576-4247.

By the Commission.

Jonathan G. Katz

Secretary

May 19, 1998

FOOTNOTES

-[1]- The Filer Manual originally was adopted on April 1, 1993, and became effective on April 26, 1993. Release No. 33 - 6986 (Apr. 1, 1993) (58 FR 18638). The most recent update to the Filer Manual was implemented on January 26, 1998. See Release No. 33-7495 (Jan. 20, 1998) (63 FR 3462).

-[2]- See Rule 301 of Regulation S-T (17 CFR 232.301).

-[3]- 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) for a comprehensive treatment of the rules adopted by the Commission governing mandated electronic filing. See also Release No. 33 - 7122 (Dec. 19, 1994) (59 FR 67752), in which the Commission made the EDGAR rules final and applicable to all domestic registrants, Release No. 33-7427 (July 1, 1997) (62 FR 36450), adopting the most recent minor amendments to the EDGAR rules; and Release No. 33-7472 (Oct. 24, 1997) (62 FR 58647), in which the Commission announced that, as of January 1, 1998, it would not accept paper filings required to be filed electronically.

-[4]- See Rule 498 (17 CFR 230.498) under the Securities Act of 1933 ("Securities Act") (15 U.S.C. 77a et seq. ).

-[5]- 17 CFR 230.497.

-[6]- 5 U.S.C. 601 - 612.

-[7]- 5 U.S.C. 553(b).

-[8]- 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).

-[9]- 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78 ll .

-[10]- 15 U.S.C. 79t.

-[11]- 15 U.S.C. 77sss.

-[12]- 15 U.S.C. 80a - 8, 80a-29, 80a-30 and 80a-37.

http://www.sec.gov/rules/final/33-7539.htm