[Federal Register Volume 78, Number 15 (Wednesday, January 23, 2013)]
[Rules and Regulations]
[Pages 4766-4768]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-01058]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 239, 249, 269, 274
[Release Nos. 33-9382; 34-68644; 39-2488; IC-30348]
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
[[Page 4767]]
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
introduce the new EDGARLink Online submission type IRANNOTICE; and
support PDF as an official filing format for submission types 497AD,
40-17G, 40-17G/A, 40-17GCS, 40-17GCS/A, 40-24B2, and 40-24B2/A. The
EDGAR system is scheduled to be upgraded to support this functionality
on January 14, 2013.
DATES: Effective Date: January 23, 2013. The incorporation by reference
of the EDGAR Filer Manual is approved by the Director of the Federal
Register as of January 23, 2013.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions on submission type IRANNOTICE, contact Jeffrey
Thomas at (202) 551-3600; in the Division of Investment Management for
questions concerning submission types 497AD, 40-17G, 40-17G/A, 40-
17GCS, 40-17GCS/A, 40-24B2, and 40-24B2/A, contact Heather Fernandez at
(202) 551-6708; and in the Office of Information Technology, contact
Vanessa Anderson at (202) 551-8800.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, 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.
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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 Oct. 4, 2012. See Release No. 33-9364 (October 15,
2012) [77 FR 62431].
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The revisions to the Filer Manual reflect changes within Volume II
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 22
(January 2013). 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.\2\ Filers may consult the Filer Manual in conjunction with our
rules governing mandated electronic filing when preparing documents for
electronic submission.\3\
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\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\3\ See Release No. 33-9364 (October 15, 2012) [77 FR 62431] in
which we implemented EDGAR Release 12.2. For additional history of
Filer Manual rules, please see the cites therein.
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The EDGAR system will be upgraded to Release 13.0 on January 14,
2013 and will introduce the following changes: EDGAR will be updated to
introduce a new submission type, IRANNOTICE, on EDGAR Filing Web site
for filers to submit notices of disclosure filed in Exchange Act
quarterly and annual reports under Section 219 of the Iran Threat
Reduction and Syria Human Rights Act of 2012 \4\ and new section 13(r)
of the Securities Exchange Act of 1934.\5\ Filers may access this
submission type from the `EDGARLink Online Form Submission' link on the
EDGAR Filing Web site. Additionally, filers may construct XML
submissions for this submission type by following the EDGARLink Online
Technical Specification document.
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\4\ Public Law 112-158.
\5\ 15 U.S.C. 78m(r).
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EDGAR will be updated to allow filers to submit, on a voluntary
basis, submission types 497AD, 40-17G, 40-17G/A, 40-17GCS, 40-17GCS/A,
40-24B2, and 40-24B2/A in Portable Document Format (PDF) as an official
filing format. EDGAR will continue to accept ASCII and HTML as official
filing formats for these submissions.
The new online version of Form N-SAR deployment has been delayed to
April 2013. 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.\6\
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\6\ We also are making a technical correction to the
instructions of Form ID (referenced in 17 CFR 239.63, 249.446, 269.7
and 274.402) to conform them with a recent change we made to Rules
10 (17 CFR 232.10) and 101 (17 CFR 232.101) of Regulation S-T and
the EDGAR Filer Manual relating to the use of PDF files in
connection with the Form ID authentication process. See Release No.
33-9353 (Aug. 29, 2012).
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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).\7\ It follows that the requirements of the Regulatory
Flexibility Act \8\ do not apply.
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\7\ 5 U.S.C. 553(b).
\8\ 5 U.S.C. 601- 612.
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The effective date for the updated Filer Manual and the rule
amendments is January 23, 2013. In accordance with the APA,\9\ 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 13.0 is scheduled to become available on January 14, 2013. 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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\9\ 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,\10\ Sections 3, 12,
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\11\
Section 319 of the Trust Indenture Act of 1939,\12\ and Sections 8, 30,
31, and 38 of the Investment Company Act of 1940.\13\
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\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. 77sss.
\13\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects
17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
17 CFR Parts 239, 249 and 269
Reporting and recordkeeping requirements, Securities.
[[Page 4768]]
17 CFR Part 274
Investment companies, 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
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 232.301 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 EDGAR Filer Manual, Volume I: ``General Information,''
Version 14 (October 2012). The requirements for filing on EDGAR are set
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,''
Version 22 (January 2013). 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.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
3. The authority citation for Part 239 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29,
80a-30, 80a-37, and Pub. L. 111-203, Sec. 939A, 124 Stat. 1376,
(2010) unless otherwise noted.
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
0
4. The authority citation for Part 249 continues to read, in part, as
follows:
Authority: 15 U.S.C. 78a et seq., and 7201 et seq.; and 18
U.S.C. 1350, unless otherwise noted.
* * * * *
PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939
0
5. The authority citation for Part 269 continues to read as follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, and 78ll(d), unless otherwise noted.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
0
6. The authority citation for Part 274 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise
noted.
* * * * *
0
7. Form ID (referenced in Sec. Sec. 239.63, 249.446, 269.7 and 274.402
of this chapter) is amended by revising the fourth paragraph of the
section entitled ``Using and Preparing Form ID'' of the Form ID General
Instructions, to read as follows.
[The revised Form ID will not appear in the Code of Federal
Regulations]
FORM ID
UNIFORM APPLICATION FOR ACCESS CODES TO FILE ON EDGAR
* * * * *
FORM ID
GENERAL INSTRUCTIONS
USING AND PREPARING FORM ID
* * * * *
The Form ID application must include a notarized authentication
document in PDF format. The application can include other attachments
such as a cover letter or Power of Attorney. To assemble the Form ID
submission (i.e., associate any attachments with your Form ID
application), you must upload them to EDGAR. The PDF document
attachment must not contain active content (Actions, embedded
JavaScript, etc.), external references (Destinations, Hyperlinks,
etc.), and passwords or document security controls.
* * * * *
Dated: January 14, 2013.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-01058 Filed 1-22-13; 8:45 am]
BILLING CODE 8011-01-P