[Federal Register Volume 79, Number 209 (Wednesday, October 29, 2014)]
[Rules and Regulations]
[Pages 64311-64313]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-25536]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9668; 34-73390; 39-2498; IC-31294]
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 updates are being made primarily to
support the revision of the disclosure, reporting and offering process
for asset-backed securities (ABS) to enhance transparency and better
protect investors in the securitization market; system upgrade to be
compatible with Internet Explorer (IE) version 8.0; revision of the N-
SAR system requirements. The EDGAR system is scheduled to be upgraded
to support this functionality on October 20, 2014.
DATES: Effective October 29, 2014. The incorporation by reference of
the EDGAR Filer Manual is approved by the Director of the Federal
Register as of October 29, 2014.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions concerning the revisions for asset-backed
securities contact Heather Mackintosh at (202) 551-3600; and in the
Office of Information Technology, contact Tammy Borkowski at (202) 551-
7208.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
[[Page 64312]]
Manual, Volume I, Volume II, and Volume III. 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 June 20, 2014. See Release No. 33-9600 (June 20,
2014) [79 FR 35280].
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The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
18 (October 2014), Volume II entitled EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 28 (October 2014), and Volume III entitled
EDGAR Filer Manual, Volume III: ``N-SAR Supplement,'' Version 4
(October 2014). 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. 33-9600 in which we implemented EDGAR
Release 14.1. For additional history of Filer Manual rules, please
see the cites therein.
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The EDGAR system will be upgraded to Release 14.2 on October 20,
2014 and will introduce the following changes.
EDGAR will be updated to add new submission form types SF-1, SF-1/
A, SF-3, SF-3/A, SF-3MEF, 424H, 424H/A, ABS-EE, and ABS-EE/A to the
EDGAR Filing Web site. These submission form types can be accessed by
selecting the `EDGARLink Online Form Submission' link on the EDGAR
Filing Web site. Additionally, filers may construct XML submissions for
these submission form types by following the ``EDGARLink Online XML
Technical Specification'' document.
New exhibits EX-102 (Asset Data File) and EX-103 (Asset Related
Document) will be available on EDGARLink Online for submission form
types ABS-EE and ABS-EE/A. Filers must construct an XML Asset-Backed
Security (ABS) Asset Data File by following the new ``EDGAR ABS XML
Technical Specification'' document. Each element listed in the Element/
Attribute Name column in section 3.4 (Mapping of ABS Schemas to Asset
Data Types) of the ``EDGAR ABS XML Technical Specification'' document
corresponds to an Item number of Schedule AL--Asset-Level Information
(17 CFR 229.1125). Schedule AL contains the complete title and
description of each of the disclosure requirements and filers should
refer to Schedule AL for a full description of the information that
must be provided in any ABS Asset Data File.
Form 8-K Item 6.06 (Static Pool) will be available on EDGARLink
Online for submission form types 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8-K12G3,
8-K12G3/A, 8-K15D5, and 8-K15D5/A.
Exhibit EX-106 (Static Pool) will be available on EDGARLink Online
and can be included with the following submission form types: S-1, S-1/
A, S-1MEF, S-3, S-3/A, S-3ASR, S-3D, S-3DPOS, S-3MEF, SF-1, SF-1/A, SF-
3, SF-3/A, and SF-3MEF. In addition, Exhibit EX-106 can also be
included with the following submission form types if Item 6.06 is
selected: 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8-K12G3, 8-K12G3/A, 8-K15D5,
and 8-K15D5/A.
The Login and Frequently Asked Questions (FAQ) screens for all
EDGAR Web sites, the EDGAR Portal, and the EDGAR Company Database will
be updated to specify Internet Explorer 8.0 as the recommended browser
and Firefox 24.x as an additionally compatible browser.
EDGAR Filer Manual Volume I (General Information) and EDGAR Filer
Manual Volume II (EDGAR Filing) will be updated to remove all
references to leased line filings, as EDGAR no longer supports the
leased line filing method.
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.
The updated EDGAR Filer Manual will be available for Web site
viewing and printing; the address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may also 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., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m.
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).\4\ It follows that the requirements of the Regulatory
Flexibility Act \5\ do not apply.
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\4\ 5 U.S.C. 553(b).
\5\ 5 U.S.C. 601-612.
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The effective date for the updated Filer Manual and the rule
amendments is October 29, 2014. In accordance with the APA,\6\ 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 14.2 is scheduled to become available on October 20, 2014. 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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\6\ 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,\7\ Sections 3, 12,
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\8\
Section 319 of the Trust Indenture Act of 1939,\9\ and Sections 8, 30,
31, and 38 of the Investment Company Act of 1940.\10\
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\7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
\9\ 15 U.S.C. 77sss.
\10\ 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 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:
[[Page 64313]]
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 18 (October 2014). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 28 (October 2014). Additional provisions
applicable to Form N-SAR filers are set forth in the EDGAR Filer
Manual, Volume III: ``N-SAR Supplement,'' Version 4 (October 2014). 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. The EDGAR Filer Manual is available
for Web site viewing and printing; the address for the Filer Manual is
http://www.sec.gov/info/edgar.shtml. 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., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. 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: October 20, 2014.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-25536 Filed 10-28-14; 8:45 am]
BILLING CODE 8011-01-P