
[Federal Register Volume 78, Number 191 (Wednesday, October 2, 2013)]
[Rules and Regulations]
[Pages 60684-60686]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-23914]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9457; 34-70497; 39-2492; IC-30722]


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 revisions are being made primarily to 
support updates to Form D and to submission form types 13F-HR and 13F-
HR/A. The EDGAR system is scheduled to be upgraded to support this 
functionality on September 23, 2013.

DATES: Effective Date: October 2, 2013. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of October 2, 2013.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation 
Finance, for questions concerning Form D contact Heather Mackintosh at 
(202) 551-3600; in the Division of Investment

[[Page 60685]]

Management, for questions concerning Form 13F contact Heather Fernandez 
at (202) 551-6715; 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.
---------------------------------------------------------------------------

    \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 July 25, 2013. See Release No. 33-9433 (July 31, 
2013) [78 FR 46256].
---------------------------------------------------------------------------

    The revisions to the Filer Manual reflect changes within Volume II 
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 25 
(September 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\
---------------------------------------------------------------------------

    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ See Release No. 33-9433 in which we implemented EDGAR 
Release 13.2. For additional history of Filer Manual rules, please 
see the cites therein.
---------------------------------------------------------------------------

    The EDGAR system will be upgraded to Release 13.3 on September 23, 
2013 and will introduce the following changes: Form D screens and 
instructions will be updated for Item 6 to replace the reference to 
``Rule 506'' with ``Rule 506(b)'' and ``Rule 506(c)'', and to replace 
the reference to ``Securities Act Section 4(5)'' with ``Securities Act 
Section 4(a)(5)'', as per Release No. 33-9415.\4\ Additionally, Form D 
``Terms of Submission'' in the Signature and Submission screen will be 
updated as per Release No. 33-9414.\5\
---------------------------------------------------------------------------

    \4\ See Release No. 33-9415 (September 23, 2013) [78 FR 44771].
    \5\ See Release No. 33-9414 (September 23, 2013) [78 FR 44729].
---------------------------------------------------------------------------

    Submission form types 13F-HR and 13F-HR/A will be updated to allow 
a maximum of 16 digits in the Sole, Shared, and None columns in COLUMN 
8 of the Information Table.
    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).\6\ It follows that the requirements of the Regulatory 
Flexibility Act \7\ do not apply.
---------------------------------------------------------------------------

    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the rule 
amendments is October 2, 2013. In accordance with the APA,\8\ 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 13.3 is scheduled to become available on September 23, 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.
---------------------------------------------------------------------------

    \8\ 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,\9\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\10\ 
Section 319 of the Trust Indenture Act of 1939,\11\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\12\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \11\ 15 U.S.C. 77sss.
    \12\ 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 EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 15 (May 2013). The requirements for filing on EDGAR are set 
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' 
Version 25 (September 2013). Additional provisions applicable to Form 
N-SAR filers are set forth in the EDGAR Filer Manual, Volume III: ``N-
SAR Supplement,'' Version 2 (August 2011). 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/

[[Page 60686]]

code--of--federal--regulations/ibr--locations.html.

    By the Commission.

    Dated: September 25, 2013.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-23914 Filed 10-1-13; 8:45 am]
BILLING CODE 8011-01-P


