76878 Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Rules and Regulations 

1We 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]. 

2See Rule 301 of Regulation S–T (17 CFR 

232.301). 

‘‘accessories,’’ as follows (see List of 

Items Controlled). 

* * * * * 

List of Items Controlled 

* * * * * 

Related Controls: 1. See USML Category XI 

for controls on direction-finding 

‘‘equipment’’ including types of 

‘‘equipment’’ in ECCN 5A001.e and any 

other military or intelligence electronic 

‘‘equipment’’ that is ‘‘subject to the ITAR.’’ 

2. See USML Category XI(a)(4)(iii) for 

controls on electronic attack and jamming 

‘‘equipment’’ defined in 5A001.f and .h 

that are subject to the ITAR. 3. See also 

ECCNs 5A101, 5A980, and 5A991. 

* * * * * 

■ 9. In Supplement No. 1 to part 774, 

Category 8, ECCN 8A609, ‘‘List of Items 

Controlled Section,’’ the ‘‘Items’’ 

paragraph is amended by revising 

paragraph x. to read as follows: 

8A609 Surface vessels of war and related 

commodities (see List of Items 

Controlled). 

* * * * * 

List of Items Controlled 

* * * * * 

Items: * * * 

x. ‘‘Parts,’’ ‘‘components,’’ ‘‘accessories’’ 

and ‘‘attachments’’ that are ‘‘specially 

designed’’ for a commodity enumerated or 

otherwise described in ECCN 8A609 (except 

for 8A609.y) or a defense article enumerated 

or otherwise described in USML Category VI 

and not elsewhere specified on the USML, in 

8A609.y or 3A611.y. 

* * * * * 

■ 10. In Supplement No. 1 to part 774, 

Category 8, ECCN 8A620, ‘‘List of Items 

Controlled Section,’’ the ‘‘Items’’ 

paragraph is amended by revising 

paragraph x. to read as follows: 

8A620 Submersible vessels, oceanographic 

and associated commodities (see List of 

Items Controlled). 

* * * * * 

List of Items Controlled 

* * * * * 

Items: * * * 

x. ‘‘Parts,’’ ‘‘components,’’ ‘‘accessories’’ 

and ‘‘attachments’’ that are ‘‘specially 

designed’’ for a commodity enumerated or 

otherwise described in ECCN 8A620 (except 

for 8A620.b or 8A620.y) and not elsewhere 

specified on the USML, in 8A620.y or 

3A611.y. 

* * * * * 

■ 11. In Supplement No. 1 to part 774, 

Category 9, ECCN 9A610, ‘‘List of Items 

Controlled Section,’’ the ‘‘Items’’ 

paragraph is amended by revising 

paragraph x. to read as follows: 

9A610 Military aircraft and related 

commodities, other than those 

enumerated in 9A991.a (see List of Items 

Controlled). 

* * * * * 

List of Items Controlled 

* * * * * 

Items: * * * 

x. ‘‘Parts,’’ ‘‘components,’’ ‘‘accessories,’’ 

and ‘‘attachments’’ that are ‘‘specially 

designed’’ for a commodity enumerated or 

otherwise described in ECCN 9A610 (except 

for 9A610.y) or a defense article enumerated 

or otherwise described in USML Category 

VIII and not elsewhere specified on the 

USML, in 9A610.y or 3A611.y. 

* * * * * 

■ 12. In Supplement No. 1 to part 774, 

Category 9, ECCN 9A619, ‘‘List of Items 

Controlled Section,’’ the ‘‘Items’’ 

paragraph is amended by revising 

paragraph x. to read as follows: 

9A619 Military gas turbine engines and 

related commodities (see List of Items 

Controlled). 

* * * * * 

List of Items Controlled 

* * * * * 

Items: * * * 

x. ‘‘Parts,’’ ‘‘components,’’ ‘‘accessories,’’ 

and ‘‘attachments’’ that are ‘‘specially 

designed’’ for a commodity enumerated or 

otherwise described in ECCN 9A619 (except 

for ECCN 9A619.c or 9A619.y) or a defense 

article enumerated or otherwise described in 

USML Category XIX and not elsewhere 

specified on the USML, in 9A619.y or 

3A611.y. 

* * * * * 

Dated: December 12, 2014. 

Kevin J. Wolf, 

Assistant Secretary for Export 

Administration. 

[FR Doc. 2014–29674 Filed 12–22–14; 8:45 am] 

BILLING CODE P 

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. 

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 


tkelley on DSK3SPTVN1PROD with RULES
Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Rules and Regulations 76879 

3See Release No. 33–9668 in which we 

implemented EDGAR Release 14.2. For additional 

history of Filer Manual rules, please see the cites 

therein. 

4 5 U.S.C. 553(b). 

5 5 U.S.C. 601–612. 

6 5 U.S.C. 553(d)(3). 

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. 

governing mandated electronic filing 

when preparing documents for 

electronic submission.3

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. 

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. 

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

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), 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. 

* * * * * 

■ 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 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/ 


tkelley on DSK3SPTVN1PROD with RULES
76880 Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Rules and Regulations 

1Rule 206(3)–3T [17 CFR 275.206(3)–3T]. All 

references to rule 206(3)–3T and the various 

sections thereof in this release are to 17 CFR 

275.206(3)–3T and its corresponding sections. See 

also Temporary Rule Regarding Principal Trades 

with Certain Advisory Clients, Investment Advisers 

Act Release No. 2653 (Sep. 24, 2007) [72 FR 55022 

(Sep. 28, 2007)] (‘‘2007 Principal Trade Rule 

Release’’). 

2 482 F.3d 481 (D.C. Cir. 2007) (vacating rule 

202(a)(11)–1 under the Advisers Act). 

3See 2007 Principal Trade Rule Release, Sections 

I and VI.C. 

4See Temporary Rule Regarding Principal Trades 

with Certain Advisory Clients, Investment Advisers 

Act Release No. 2965 (Dec. 23, 2009) [74 FR 69009 

(Dec. 30, 2009)] (‘‘2009 Extension Release’’); 

Temporary Rule Regarding Principal Trades with 

Certain Advisory Clients, Investment Advisers Act 

Release No. 2965A (Dec. 31, 2009) [75 FR 742 (Jan. 

6, 2010)] (making a technical correction to the 2009 

Extension Release). 

5See 2009 Extension Release, Section II.c. 

6See Temporary Rule Regarding Principal Trades 

with Certain Advisory Clients, Investment Advisers 

Act Release No. 3118 (Dec. 1, 2010) [75 FR 75650 

(Dec. 6, 2010)] (proposing a two-year extension of 

rule 206(3)–3T’s sunset provision) (‘‘2010 Extension 

Proposing Release’’); Temporary Rule Regarding 

Principal Trades with Certain Advisory Clients, 

Investment Advisers Act Release No. 3128 (Dec. 28, 

2010) [75 FR 82236 (Dec. 30, 2010)] (extending rule 

206(3)–3T’s sunset provision from December 31, 

2010 to December 31, 2012) (‘‘2010 Extension 

Release’’); Temporary Rule Regarding Principal 

Trades with Certain Advisory Clients, Investment 

Advisers Act Release No. 3483 (Oct. 9, 2012) [77 FR 

62185 (Oct. 12, 2012)] (proposing a two-year 

extension of rule 206(3)–3T’s sunset provision); 

Temporary Rule Regarding Principal Trades with 

Certain Advisory Clients, Investment Advisers Act 

Release No. 3522 (Dec. 20, 2012) [77 FR 76854 (Dec. 

31, 2012)] (extending rule 206(3)–3T’s sunset 

provision from December 31, 2012 to December 31, 

2014) (‘‘2012 Extension Release’’). 

7Public Law 111–203, 124 Stat. 1376 (2010). 

Under section 913 of the Dodd-Frank Act, we were 

required to conduct a study and provide a report 

to Congress concerning the obligations of brokerdealers and investment advisers, including 

standards of care applicable to those intermediaries 

and their associated persons. Section 913 also 

authorizes us to promulgate rules concerning the 

legal or regulatory standards of care for brokerdealers, investment advisers, and persons 

associated with these intermediaries for providing 

personalized investment advice about securities to 

retail customers, taking into account the findings, 

conclusions, and recommendations of the study. 

The study mandated by section 913 of the DoddFrank Act was prepared by the staff and delivered 

to Congress on January 21, 2011. See Study on 

Investment Advisers and Broker-Dealers (‘‘913 

Study’’) (Jan. 21, 2011), available at http://

www.sec.gov/news/studies/2011/913studyfinal.pdf. 

For a discussion regarding principal trading, see 

section IV.C.1.(b) of the 913 Study. See also 

Commissioners Kathleen L. Casey and Troy A. 

Paredes, Statement by SEC Commissioners: 

Statement Regarding Study on Investment Advisers 

and Broker-Dealers (Jan. 21, 2011), available at 

http://www.sec.gov/news/speech/2011/

spch012211klctap.htm (opposing the release of the 

913 Study to Congress and stating that more 

rigorous analysis is required before the Commission 

engages in any follow-on rulemaking). 

8See 2012 Extension Release, Section II. 9See id.; 2010 Extension Release, Section II. 

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 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Part 275 

[Release No. IA–3984; File No. S7–23–07] 

RIN 3235–AL56 

Temporary Rule Regarding Principal 

Trades With Certain Advisory Clients 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: The Securities and Exchange 

Commission is amending rule 206(3)–3T 

under the Investment Advisers Act of 

1940, a temporary rule that establishes 

an alternative means for investment 

advisers that are registered with the 

Commission as broker-dealers to meet 

the requirements of section 206(3) of the 

Investment Advisers Act when they act 

in a principal capacity in transactions 

with certain of their advisory clients. 

The amendment extends the date on 

which rule 206(3)–3T will sunset from 

December 31, 2014 to December 31, 

2016. 

DATES: The amendments in this 

document are effective December 30, 

2014 and the expiration date for 17 CFR 

275.206(3)–3T is extended to December 

31, 2016. 

FOR FURTHER INFORMATION CONTACT: 

Melissa S. Gainor, Senior Counsel, 

Sarah A. Buescher, Branch Chief, or 

Daniel S. Kahl, Assistant Director, at 

(202) 551–6787 or IArules@sec.gov, 

Investment Adviser Regulation Office, 

Division of Investment Management, 

U.S. Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–8549. 

SUPPLEMENTARY INFORMATION: The 

Securities and Exchange Commission is 

adopting an amendment to temporary 

rule 206(3)–3T [17 CFR 275.206(3)–3T] 

under the Investment Advisers Act of 

1940 [15 U.S.C. 80b] that extends the 

date on which the rule will sunset from 

December 31, 2014 to December 31, 

2016. 

I. Background 

On September 24, 2007, we adopted, 

on an interim final basis, rule 206(3)– 

3T, a temporary rule under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’) that provides an 

alternative means for investment 

advisers that are registered with us as 

broker-dealers to meet the requirements 

of section 206(3) of the Advisers Act 

when they act in a principal capacity in 

transactions with certain of their 

advisory clients.1 The purpose of the 

rule was to permit broker-dealers to sell 

to their non-discretionary advisory 

clients, following the decision in 

Financial Planning Association v. SEC,2

certain securities held in the proprietary 

accounts of their firms that might not be 

available on an agency basis, or might 

be available on an agency basis only on 

less attractive terms, while protecting 

clients from conflicts of interest as a 

result of such transactions.3 In 

December 2009, we adopted rule 

206(3)–3T as a final rule in the same 

form in which it was adopted on an 

interim final basis in 2007, except that 

we extended the rule’s sunset date by 

one year to December 31, 2010.4 We 

deferred final action on rule 206(3)–3T 

in December 2009 because we needed 

additional time to understand how, and 

in what situations, the rule was being 

used.5 In both December 2010 and 

December 2012, we further extended the 

rule’s sunset date, in each case for an 

additional two-year period.6 We 

deferred final action on rule 206(3)–3T 

in 2010 in order to complete a study 

required by section 913 of the DoddFrank Wall Street Reform and Consumer 

Protection Act (the ‘‘Dodd-Frank Act’’).7

In 2012, we deferred final action on rule 

206(3)–3T to further consider the 

findings, conclusions, and 

recommendations of the 913 Study and 

the comments we had received from 

interested parties.8 In connection with 

each extension, we noted that our 

consideration of the regulatory 

requirements applicable to brokerdealers and investment advisers was 

ongoing and that an extension would 

allow the Commission to consider more 

broadly the regulatory requirements 

applicable to broker-dealers and 

investment advisers, including whether 

rule 206(3)–3T should be substantively 

modified, supplanted, or permitted to 

sunset.9


tkelley on DSK3SPTVN1PROD with RULES