[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