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Rule

Adoption of Updated EDGAR Filer Manual

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 introduce the new EDGARLink Online submission form type SD (Specialized Disclosure Report) and SD/A; support minor updates to Form 13H. The EDGAR system is scheduled to be upgraded to support this functionality on July 22, 2013.

 

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DATES: Back to Top

Effective July 31, 2013. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of July 31, 2013.

FOR FURTHER INFORMATION CONTACT: Back to Top

In the Division of Corporation Finance, for questions concerning submission form type SD and SD/A contact Heather Mackintosh at (202) 551-3600; in the Division of Trading and Markets for questions concerning Form 13H contact Richard Holley; and in the Office of Information Technology, contact Vanessa Anderson at (202) 551-8800.

SUPPLEMENTARY INFORMATION: Back to Top

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 24 (July 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 13.2 on July 22, 2013 and will introduce the following changes: EDGAR will be updated to introduce submission form types, SD (Specialized Disclosure Report) and SD/A on EDGAR Filing Web site for filing disclosure under Exchange Act Sections 13(p) and the related rule regarding the use of conflict minerals. These submission form types will be available on the EDGARLink Online application. Filers may also construct submissions by following the `EDGARLink Online XML Technical Specification', available on the Commission's public Web site's “Information for EDGAR Filers” Web page.

Form SD Item 1.02 (Conflict Minerals Report) will require issuers to provide the Conflict Minerals Report as Exhibit 1.02 in ASCII or HTML format. See Final Release No. 34-67716.

EDGAR will be updated to allow Form 13H filers to use the 13H-A submission form type to satisfy both their annual and fourth quarter amendment filing requirements. Filers will be able to submit form type 13H-A as their annual (13H-A) and fourth quarter amendment (13H-Q) submissions. Additionally, submission form types 13H, 13H-A and 13H-Q will be updated to increase the maximum number of characters accepted by Item 1(b) to 20,000 characters and increase the number of broker-dealers that can be provided under Item 6 to 2000.

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). [4] It follows that the requirements of the Regulatory Flexibility Act [5] do not apply.

The effective date for the updated Filer Manual and the rule amendments is July 31, 2013. 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 13.2 is scheduled to become available on July 22, 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 Back to Top

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]

List of Subjects in 17 CFR Part 232 Back to Top

Text of the Amendment Back to Top

In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is amended as follows:

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PART 232—REGULATION S-T—GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS Back to Top

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 24 (July 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.

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By the Commission.

Dated: July 25, 2013.

Elizabeth M. Murphy,

Secretary.

[FR Doc. 2013-18395 Filed 7-30-13; 8:45 am]

BILLING CODE 8011-01-P

Footnotes Back to Top

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 May 14, 2013. See Release No. 33-9403 (May 21, 2013) [78 FR 29616].

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2. See Rule 301 of Regulation S-T (17 CFR 232.301).

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3. See Release No. 33-9403 (May 21, 2013) [78 FR 29616] in which we implemented EDGAR Release 13.1. For additional history of Filer Manual rules, please see the cites therein.

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7. 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).

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8. 15 U.S.C. 78c, 78 l, 78m, 78n, 78o, 78w, and 78 ll.

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10. 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.

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