[Federal Register Volume 79, Number 246 (Tuesday, December 23, 2014)]
[Rules and Regulations]
[Pages 76878-76880]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-30041]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9692; 34-73868; 39-2499; IC-31383]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
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
make available a new exhibit type EX-1.01 and disallow Exhibit type EX-
1.02 on EDGARLink Online for submission form types SD and SD/A, to
implement the ``Calendar Year Ending'' value validation rule for form
type 13H-A, to require Transfer Agents with file numbers in the range
085-15000 to 085-19999 to select ``Comptroller of the Currency'' as the
registrant's appropriate regulatory agency on Form TA-2 and its
amendment, and to update the EDGAR Portal to include a new option, ``Do
you need more information?'' that links to the `Guidance for Filers and
FAQs' section on the SEC's Public Web site (www.sec.gov). The EDGAR
system is scheduled to be upgraded to support this functionality on
December 15, 2014.
DATES: Effective December 23, 2014 The incorporation by reference of
the EDGAR Filer Manual is approved by the Director of the Federal
Register as of December 23, 2014.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions concerning the revisions for Form SD or SD/A,
contact Heather Mackintosh at (202) 551-3600; in the Division of
Trading and Markets, for questions concerning the revisions for Form
13H-A and TA-2, contact Kathy Bateman at (202) 551-4345, and in the
Office of Information Technology, contact Tammy Borkowski at (202) 551-
7208.
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.
---------------------------------------------------------------------------
\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 October 20, 2014. See Release No. 33-9668 (October
29, 2014) [79 FR 64311].
---------------------------------------------------------------------------
The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
19 (December 2014), and Volume II entitled EDGAR Filer Manual, Volume
II: ``EDGAR Filing,'' Version 29 (December 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
[[Page 76879]]
governing mandated electronic filing when preparing documents for
electronic submission.\3\
---------------------------------------------------------------------------
\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\3\ See Release No. 33-9668 in which we implemented EDGAR
Release 14.2. For additional history of Filer Manual rules, please
see the cites therein.
---------------------------------------------------------------------------
The EDGAR system will be upgraded to Release 14.3 on December 15,
2014 and will introduce the following changes.
A new exhibit type EX-1.01 will be available on EDGARLink Online
for submission form types SD and SD/A. Filers that are filing a
Conflict Minerals Report should specify Item 1.02 on a Form SD or SD/A
submission and attach the Conflict Minerals Report as EX-1.01 in
official ASCII or HTML format. Exhibit type EX-1.02, which was
previously allowed on a SD and SD/A submission, will no longer be
available on EDGARLink Online or accepted by EDGAR.
Submission form type 13H-A will restrict the ``Calendar Year
Ending'' value to a year that is prior to the current calendar year.
The EDGAR automated submission notification email for a 13H-A
submission form type will inform the filer that the 13H-A submission
received was for an annual filing or a combined annual and fourth
quarter filing.
Form TA-2 and its amendment will be updated to remove ``Office of
Thrift Supervision'' as an option for Item 3(a)--Registrant's
appropriate regulatory agency (ARA). Filers must download the latest
template to file Form TA-2 and its amendment using the `EDGARLite
Submission Templates' link on the EDGAR OnlineForms Management Web
site.
Transfer Agents with file numbers in the range 085-15000 to 085-
19999 must now select ``Comptroller of the Currency'' instead of
``Office of Thrift Supervision'' as the registrant's appropriate
regulatory agency on Form TA-2 and its amendment. In addition, EDGAR
will suspend filer-constructed submissions of Form TA-2 and its
amendment with ``Office of Thrift Supervision'' (OTS) as the value for
the registrant's appropriate regulatory agency. Please refer to the
``EDGAR Form TA-2 Technical Specification'' document for details.
Validations for Item 5 of Form TA-2 and its amendment will be
updated as follows. If the response for Item 2(a) is ``Some'' or
``None'' and the value for Item 5(a) is equal to zero, then the total
of Items 5d(i) to 5d(vi) must be equal to 0%; if it is greater than
zero, then the total of Items 5d(i) to 5d(vi) must be equal to 100%.
The EDGAR automated submission notification emails for Form D
submissions will include the web address of the Electronic Filing
Depository (https://efdnasaa.org) to enable Form D filers fulfill their
state filing obligations.
The EDGAR Portal will be updated to include a new option, ``Do you
need more information?'' that links to the `Guidance for Filers and
FAQs' section on the SEC's Public Web site (www.sec.gov). In addition,
the `Access Notes' section on the EDGAR Portal will include contact
information for EDGAR Filer Support.
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.
---------------------------------------------------------------------------
\4\ 5 U.S.C. 553(b).
\5\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------
The effective date for the updated Filer Manual and the rule
amendments is December 23, 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 14.3 is scheduled to become available on December 15, 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.
---------------------------------------------------------------------------
\6\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
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:
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 19 (December 2014). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 29 (December 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/
[[Page 76880]]
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: December 17, 2014.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-30041 Filed 12-22-14; 8:45 am]
BILLING CODE 8011-01-P