
[Federal Register Volume 79, Number 246 (Tuesday, December 23, 2014)]
[Rules and Regulations]
[Pages 76878-76880]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-30041]


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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.

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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 
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.
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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 October 20, 2014. See Release No. 33-9668 (October 
29, 2014) [79 FR 64311].
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    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\
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    \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.
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    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.
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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 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.
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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:


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


