[Federal Register Volume 77, Number 173 (Thursday, September 6, 2012)]
[Rules and Regulations]
[Pages 54806-54808]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-21805]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9353; 34-67747; 39-2485; IC-30185]
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 and related rules to reflect
updates to the EDGAR system. The revisions are being made primarily to
support submission of Confidential Registration Statements; require
Form ID authentication documents in PDF format; automate LTID
generation for Large Trader registrations; support minor updates to
Form D; remove superseded XBRL Taxonomies; remove the OMB expiration
date from Form TA-1, TA-2, TA-W, 25-NSE; and request of unused funds.
The EDGAR system is scheduled to be upgraded to support this
functionality on July 2, 2012.
DATES: Effective Date: September 6, 2012. The incorporation by
reference of the EDGAR Filer Manual is approved by the Director of the
Federal Register as of September 6, 2012.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions on Confidential Registration Statement, Form ID,
and Forms D contact Jeffrey Thomas, Office of Information Technology,
at (202) 551-3600; in the Division of Risk, Strategy, and Financial
Innovation for questions concerning XBRL Taxonomies contact Walter
Hamscher, at (202) 551-5397; in the Division of Trading and Markets for
questions concerning Form 13H contact Richard R. Holley III, at (202)
551-5614, for questions concerning Form TA contact Kenneth Riitho, at
(202) 551-5592; and in the Office of Information Technology, contact
Rick Heroux, at (202) 551-8800.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, Volume I and Volume II. 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 EDGARLink Online and the Online Forms/XML
Web site. We also are making conforming changes to Rules 10 \2\ and 101
\3\ of Regulation S-T \4\ relating to the Form ID authentication
process.
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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 March 30, 2012. See Release No. 33-9303 (March 26,
2012) [77 FR 19077].
\2\ 17 CFR 232.10.
\3\ 17 CFR 232.101.
\4\ 17 CFR Part 232.
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The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
13 (July 2012) and Volume II entitled EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 20 (July 2012). The updated manual will be
incorporated by reference into the Code of Federal Regulations.
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.\5\ Filers may consult the Filer Manual in conjunction with our
rules governing mandated electronic filing when preparing documents for
electronic submission.\6\
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\5\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\6\ See Release No. 33-9303 (March 26, 2012) [77 FR 19077] in
which we implemented EDGAR Release 12.0. For additional history of
Filer Manual rules, please see the cites therein.
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The EDGAR system will be upgraded to Release 12.1 on July 2, 2012
and will introduce the following changes: EDGAR will be updated to
support submission of confidential draft registration statements for
companies that qualify either under the JOBS Act or the Division of
Corporate Finance's foreign private issuer policy. Draft registration
statements and amendments must be submitted using submission form types
DRS and DRS/A. These confidential submission types can be accessed from
the EDGAR Filing Web site, by selecting the ``Draft Reg. Statement''
link. New filers may select the ``Access Codes will be used to submit
draft registration'' option on the Form ID application to indicate that
they are submitting an application for EDGAR access to file Draft
Registration Statements. If the filers already have an assigned EDGAR
Central Index Key (CIK), then they must use the existing CIK.
EDGAR and Regulation S-T will require the authenticating document
for Form ID submissions to be submitted in
[[Page 54807]]
electronic format as a Portable Document Format (PDF) attachment.
Filers would no longer be permitted to fax the Form ID authentication
documents for new requests to apply for EDGAR access, update
passphrase, convert paper only filer to electronic filer, and access
for new serial companies.\7\
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\7\ In addition to changing the Filer Manual provisions, we also
are amending Rule 10(b)(2) [17 CFR 232.10(b)(2)] and Rule
101(a)(1)(ix) [17 CFR 232.101(a)(1)(ix)] of Regulation S-T to
eliminate references to faxing the required authentication document.
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EDGAR will assign a unique Large Trader identification (``LTID'')
number to any person or entity that files a new Form 13H initial
filing. The acceptance email notification that EDGAR sends to the filer
will include the assigned LTID number. On future 13H-A and 13H-Q
filings, the system will pre-populate the previously assigned LTID
number which will be unalterable by the registrant.
In addition, Form 13H's Taxpayer Identification Number field will
accept a nine-digit Social Security Number if a filer does not have a
ten-digit Taxpayer Identification Number without requiring the filer to
use a placeholder digit. For Item 1(a), if filers indicate Investment
Adviser as their business, they can further indicate their type of
advisory business to involve ``Registered Investment Companies'' and/or
``Hedge Funds or other Funds not registered under the Investment
Company Act.'' This field, which currently allows only one of these two
options to be selected, will now allow both options to be selected.
Finally, the OMB Number and the Paperwork Reduction Act Disclosures on
the Instructions page of Form 13H will be updated.
EDGAR will no longer support US GAAP Taxonomy 1.0, US Financial
Reporting Taxonomy Framework (USFRTF) 2005, US GAAP Taxonomy 2009, US
Schedule of Investments (SOI) Taxonomy 2008, Risk Return Taxonomy 2008,
and Risk Return Taxonomy 2006.
Form D screens and instructions will be updated for Item 6 to
replace the reference to ``Securities Act Section 4(6)'' with
``Securities Act Section 4(5)'' as per Release No. 33-9287.
The OMB expiration date will no longer be displayed on the Forms
TA-1, TA-2, TA-W, and 25-NSE. These forms will continue to display
other OMB Approval information. In addition, Forms 3, 4, and 5 will no
longer refer to Public Utility Holding Company Act (PUHCA).
Filers will be able to view their account balance along with the
date and amount of their most recent deposit. Filers will also able to
view their account activity statement for the previous twelve months.
Additionally, filers will be able to request the return of unused
funds. These options will be available on the `Retrieve/Edit Company
and Submission Data' functionality of the EDGAR Filing Web site.
The deployment of EDGAR Release 12.0.1, originally planned for July
9, 2012 to implement an online version of Form N-SAR, is being delayed
until the fourth quarter of this calendar year. The specific deployment
date will be announced on the Commission's public Web site's
``Information for EDGAR Filers'' page (http://www.sec.gov/info/edgar.shtml). Filers should continue to use the EDGAR Filer Manual,
Volume III: N-SAR Supplement to file their N-SAR submissions. When the
online version of Form N-SAR is deployed, EDGAR Filer Manual, Volume
III: N-SAR Supplement will be retired. Instructions to file the online
version of Form N-SAR addressed in Chapter 9 of EDGAR Filer Manual,
Volume II: EDGAR Filing should then be followed.
Along with the 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 1543, Washington DC 20549, on
official business days between the hours of 10:00 a.m. and 3:00 p.m. 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.
Since the Filer Manual and the corresponding rule changes relate
solely to agency procedures or practice, publication for notice and
comment is not required under the Administrative Procedure Act
(APA).\8\ It follows that the requirements of the Regulatory
Flexibility Act \9\ do not apply.
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\8\ 5 U.S.C. 553(b).
\9\ 5 U.S.C. 601-612.
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The effective date for the updated Filer Manual and the rule
amendments is September 6, 2012. In accordance with the APA,\10\ 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 12.1 is scheduled to become available on July 2, 2012. The
Commission believes that establishing an effective date less than 30
days after publication of these rules is necessary to coordinate the
effectiveness of the updated Filer Manual with the system upgrade.
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\10\ 5 U.S.C. 553(d)(3).
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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,\11\ Sections 3, 12,
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\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\
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\11\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\12\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
\13\ 15 U.S.C. 77sss.
\14\ 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.
Text of the Amendments
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), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *
0
2. Section 232.10 is amended by revising paragraph (b)(2), to read as
follows:
Sec. 232.10 Application of part 232.
* * * * *
(b) * * *
(2) File, by uploading as a Portable Document Format (PDF)
attachment to the Form ID filing, a notarized document, manually signed
by the applicant over the applicant's typed signature, that includes
the information required to be included in the Form ID filing and
confirms the authenticity of the Form ID filing.
* * * * *
0
3. Section 232.101 is amended by revising paragraph (a)(1)(ix), to read
as follows:
[[Page 54808]]
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) * * *
(1) * * *
(ix) Form ID (Sec. Sec. 239.63, 249.446, 269.7 and 274.402 of this
chapter); the Form ID authenticating document required by Rule 10(b) of
Regulation S-T (Sec. 232.10(b)) also shall be filed in electronic
format as an uploaded Portable Document Format (PDF) attachment to the
Form ID filing. Other related correspondence and supplemental
information submitted after the Form ID filing shall not be submitted
in electronic format;
* * * * *
0
4. 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 updated EDGAR Filer Manual, Volume I: ``General
Information,'' Version 13 (July 2012). The requirements for filing on
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 20 (July 2012). 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 1543, Washington, DC 20549,
on official business days between the hours of 10:00 a.m. and 3:00 p.m.
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 inspect 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/federal_register/code_of_federal_regulations/ibr_locations.html.
By the Commission.
Dated: August 29, 2012.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-21805 Filed 9-5-12; 8:45 am]
BILLING CODE 8011-01-P