2013-23914. 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 [phone]; in the Division of Investment Management, for questions concerning Form 13F contact Heather Fernandez at [phone]; and in the Office of Information Technology, contact Vanessa Anderson at [phone].

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.

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]

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]

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.

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.

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]

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

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), 78 l, 78m, 78n, 78o(d), 78w(a), 78 ll, 80a-6(c), 80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.

* * * * *

2. Section 232.301 is revised to read as follows:

§ 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/​code_​of_​federal_​regulations/​ibr_​locations.html.

By the Commission.

Dated: September 25, 2013.

Kevin M. O'Neill,

Deputy Secretary.

Footnotes

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].

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.

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

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

6.  5 U.S.C. 553(b).

7.  5 U.S.C. 601-612.

8.  5 U.S.C. 553(d)(3).

9.  15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).

10.  15 U.S.C. 78c, 78 l, 78m, 78n, 78o, 78w, and 78 ll.

11.  15 U.S.C. 77sss.

12.  15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.