[Federal Register Volume 83, Number 159 (Thursday, August 16, 2018)]
[Rules and Regulations]
[Pages 40846-40881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-14365]



[[Page 40845]]

Vol. 83

Thursday,

No. 159

August 16, 2018

Part II





Securities and Exchange Commission





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17 CFR Parts 229, 230, 232, et al.





Inline XBRL Filing of Tagged Data; Rules

Federal Register / Vol. 83 , No. 159 / Thursday, August 16, 2018 / 
Rules and Regulations

[[Page 40846]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229, 230, 232, 239, 249, 270, and 274

[Release Nos. 33-10514; 34-83551; IC-33139; File No. S7-03-17]
RIN 3235-AL59


Inline XBRL Filing of Tagged Data

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting amendments to require the use of the Inline 
eXtensible Business Reporting Language (``XBRL'') format for the 
submission of operating company financial statement information and 
fund risk/return summary information. We also are adopting the 
elimination of the 15 business day XBRL filing period for fund risk/
return summaries. The amendments are intended to improve the data's 
usefulness, timeliness, and quality, benefiting investors, other market 
participants, and other data users and to decrease, over time, the cost 
of preparing the data for submission to the Commission. The amendments 
will also eliminate the requirement for operating companies and funds 
to post ``Interactive Data Files'' (i.e., machine-readable computer 
code that presents information in XBRL format) on their websites and 
terminate the Commission's voluntary program for the submission of 
financial statement information interactive data that is currently 
available only to investment companies and certain other entities.

DATES: 
    Effective date: These amendments are effective on September 17, 
2018.
    Compliance dates: See Section III.A.1.c.

FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel, 
Division of Corporation Finance, at (202) 551-3430; John Foley, Senior 
Counsel, Division of Investment Management, at (202) 551-6792; Robert 
M. Willis, Assistant Director, Office of Disclosure Technology, Anzhela 
Knyazeva, Senior Financial Economist, or Hermine Wong, Special Counsel, 
Division of Economic and Risk Analysis, at (202) 551-6600.

SUPPLEMENTARY INFORMATION: We are adopting amendments to:
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    \1\ 17 CFR 229.10 through 229.1208.
    \2\ 17 CFR 232.10 through 232.903.
    \3\ 15 U.S.C. 77a et seq.
    \4\ 15 U.S.C. 78a et seq.
    \5\ 15 U.S.C. 80a et seq.

 
 
------------------------------------------------------------------------
Commission reference                                  CFR citation (17
                                                       CFR)
------------------------------------------------------------------------
Regulation S-K \1\..............  Item 601..........  Sec.   229.601
Regulation S-T \2\..............  Rule 11...........  Sec.   232.11
                                  Rule 201..........  Sec.   232.201
                                  Rule 202..........  Sec.   232.202
                                  Rule 305..........  Sec.   232.305
                                  Rule 401..........  Sec.   232.401
                                  Rule 402..........  Sec.   232.402
                                  Rule 405..........  Sec.   232.405
Securities Act of 1933            Rule 144..........  Sec.   230.144
 (Securities Act) \3\.
                                  Rule 485..........  Sec.   230.485
                                  Rule 497..........  Sec.   230.497
                                  Form S-3..........  Sec.   239.13
                                  Form S-8..........  Sec.   239.16b
                                  Form F-3..........  Sec.   239.33
                                  Form F-10.........  Sec.   239.40
Securities Exchange Act of 1934   Rule 13a-14.......  Sec.   240.13a-14
 (Exchange Act) \4\.
                                  Rule 15d-14.......  Sec.   240.15d-14
                                  Form 10-Q.........  Sec.   249.308a
                                  Form 10-K.........  Sec.   249.310
                                  Form 20-F.........  Sec.   249.220f
                                  Form 40-F.........  Sec.   249.240f
                                  Form 6-K..........  Sec.   249.306
Investment Company Act of 1940    Rule 8b-1.........  Sec.   270.8b-1
 (Investment Company Act) \5\.
                                  Rule 8b-2.........  Sec.   270.8b-2
                                  Rule 8b-33........  Sec.   270.8b-33
                                  Rule 30a-2........  Sec.   270.30a-2
Securities Act and Investment     Form N-1A.........  Sec.   239.15A and
 Company Act.                                          274.11A
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I. Introduction
II. Background and Economic Baseline
    A. Overview of Existing XBRL Requirements for Operating 
Companies and Funds
    B. Current XBRL Practices and Affected Parties
    1. XBRL Preparation
    2. Voluntary Use of Inline XBRL by Operating Companies Under the 
Exemptive Order
    3. XBRL Data Use
III. Final Amendments and Anticipated Economic Effects
    A. Discussion of the Final Amendments
    1. Inline XBRL Requirements
    2. Elimination of the Website Posting Requirements
    3. Termination of the 2005 XBRL Voluntary Program
    4. Technical Amendments
    B. Potential Economic Effects of the Amendments
    1. Inline XBRL Requirements
    2. Elimination of the Website Posting Requirements for Financial 
Statement Information and Risk/Return Summaries
    3. Termination of the 2005 XBRL Voluntary Program
    4. Alternatives
IV. Other Matters
V. Paperwork Reduction Act
    A. Background
    B. Summary of Comment Letters and Revisions to Proposals
    C. Reporting and Cost Burden Estimates
    1. Registration Statement and Periodic Reporting
    2. Regulation S-K and Regulation S-T
VI. Final Regulatory Flexibility Act Analysis
    A. Need for, and Objectives of, the Final Amendments
    B. Significant Issues Raised by Public Comments
    C. Small Entities Subject to the Amendments
    D. Projected Reporting, Recordkeeping and Other Compliance 
Requirements
    E. Agency Action To Minimize Effect on Small Entities
VII. Statutory Basis
Text of the Final Rule and Form Amendments

[[Page 40847]]

I. Introduction

    In 2009 the Commission adopted rules requiring operating companies 
\6\ to provide the information from the financial statements 
accompanying their registration statements and periodic and current 
reports in machine-readable format using XBRL by submitting it to the 
Commission in exhibits to such registration statements and reports and 
posting it on their websites, if any.\7\ That same year, the Commission 
similarly required open-end management investment companies (including 
exchange-traded funds (``ETFs'') organized as open-end management 
investment companies) (``funds'') to provide risk/return summary 
information from their prospectuses in XBRL format by submitting it to 
the Commission in exhibits and posting it on their websites, if any.\8\
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    \6\ For purposes of both the existing XBRL requirements for 
financial statement information and these amendments, operating 
companies are filers subject to the financial statement information 
XBRL requirements of Item 601(b)(101) of Regulation S-K and Forms F-
10, 20-F, 40-F and 6-K. Operating companies do not include any 
investment company that is registered under the Investment Company 
Act, any business development company (``BDC''), as defined in 
Section 2(a)(48) of that Act [15 U.S.C. 80a-2(a)(48)], or any entity 
that reports under the Exchange Act and prepares its financial 
statements in accordance with Article 6 of Regulation S-X [17 CFR 
210.6-01 through 210.6-10], as well as asset-backed issuers. See 
Release No. 33-9002 (Jan. 30, 2009) [74 FR 6776] (``2009 Financial 
Statement Information Adopting Release'') as corrected by Release 
No. 33-9002A (Apr. 1, 2009) [74 FR 15666], at 6780-1, nn. 69 and 78 
and accompanying text.
    \7\ 17 CFR 232.405. See also 2009 Financial Statement 
Information Adopting Release.
    \8\ See Release No. 33-9006 (Feb. 11, 2009) [74 FR 7747] (``2009 
Risk/Return Summary Adopting Release'') as corrected by Release No. 
33-9006A (May 1, 2009) [74 FR 21255]. The risk/return summary is set 
forth in Items 2, 3, and 4 of Form N-1A under the Securities Act and 
the Investment Company Act.
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    XBRL requirements currently apply to operating companies that 
prepare their financial statements in accordance with U.S. generally 
accepted accounting principles (``U.S. GAAP'') or in accordance with 
International Financial Reporting Standards (``IFRS'') as issued by the 
International Accounting Standards Board (``IASB'').\9\ XBRL 
requirements also apply to funds pursuant to Form N-1A and related 
rules under Regulation S-T.\10\ Operating companies and funds subject 
to these XBRL requirements must submit an Interactive Data File,\11\ 
including information tagged in XBRL, as an exhibit to the Related 
Official Filing, which is filed in the traditional HyperText Markup 
Language (``HTML'') or, less commonly, American Standard Code for 
Information Interchange (``ASCII'') format.\12\
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    \9\ As used in this release, the phrase ``IFRS as issued by the 
IASB'' refers to the authoritative text of IFRS.
    \10\ See General Instruction C.3.(g) to Form N-1A; Rule 405 of 
Regulation S-T.
    \11\ 17 CFR 232.11; 17 CFR 232.405. The term ``Interactive Data 
File'' means the machine-readable computer code that presents 
information in XBRL electronic format pursuant to Rule 405 of 
Regulation S-T. The Interactive Data File currently consists of an 
instance document and other documents as described in the Electronic 
Data Gathering, Analysis, and Retrieval system (EDGAR) Filer Manual. 
The instance document contains the XBRL tags for the information 
contained in the corresponding data in the Related Official Filing 
to satisfy the content and format requirements in Rule 405. The 
other documents in the Interactive Data File contain contextual 
information about the XBRL tags.
    \12\ 17 CFR 232.11. The term ``Related Official Filing'' means 
the ASCII or HTML format part of the official filing with which an 
Interactive Data File appears as an exhibit or, in the case of Form 
N-1A, the ASCII or HTML format part of the official filing that 
contains the information to which an Interactive Data File 
corresponds.
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    The 2009 requirements were intended to make financial information 
and fund risk/return summaries easier for investors to analyze and to 
assist in automating regulatory filings and business information 
processing.\13\ Since that time, however, some observers have expressed 
concerns regarding the quality of, extent of use of, and cost to create 
XBRL data.\14\ In addition, the Commission staff has identified common 
data quality issues associated with financial statement information 
XBRL data filed by operating companies.\15\
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    \13\ See 2009 Financial Statement Information Adopting Release, 
at 6776; 2009 Risk/Return Summary Adopting Release, at 7748.
    \14\ See Release No. 33-10323 (Mar. 1, 2017) [82 FR 21487] 
(``Inline XBRL Proposing Release''), at 14283, nn. 29-30, at 14286, 
n. 70, at 14287, n. 78, and accompanying text.
    \15\ See, e.g., Staff Observations of Custom Axis Tags (Mar. 29, 
2016), https://www.sec.gov/structureddata/reportspubs/osd_assessment_custom-axis-tags.html (retrieved Jun. 20, 2018); 
Staff Observations of Custom Tag Rates (July 7, 2014), https://www.sec.gov/dera/reportspubs/assessment-custom-tag-rates-xbrl.html 
(retrieved Jun. 20, 2018); Staff Observations from the Review of 
Interactive Data Financial Statements (Dec. 13, 2011), https://www.sec.gov/spotlight/xbrl/staff-review-observations-121311.shtml 
(retrieved Jun. 20, 2018).
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    At the same time, since the adoption of the original XBRL 
requirements in 2009, other observers have disagreed with the claim 
that the XBRL requirements impose high costs and emphasized the 
decrease in costs over time as filers and filing agents have gained 
experience and widely adopted the XBRL technology.\16\ Other observers 
have discussed the improvement in XBRL data quality over time and 
examined the benefits of XBRL data.\17\ The same observers have 
associated XBRL data with better availability of information about 
smaller operating companies from an access to capital standpoint.\18\
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    \16\ See Inline XBRL Proposing Release, at 14286.
    \17\ See Inline XBRL Proposing Release, at 14286 and at 14287, 
n. 81.
    \18\ Id.
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    We have reviewed and considered all of the comments that we 
received on the Inline XBRL Proposing Release.\19\ The final amendments 
reflect changes made in response to those comments. We are adopting the 
Inline XBRL requirements for operating companies and funds 
substantially as proposed, with modifications to address input from 
commenters. We are also eliminating the XBRL website posting 
requirements for operating companies and funds and eliminating the 
Commission's interactive data voluntary program (``2005 XBRL Voluntary 
Program''),\20\ as

[[Page 40848]]

proposed. The discussion below begins with a background description of 
the existing XBRL requirements and current XBRL practices. The 
discussion of the amendments is found in Section III.A.
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    \19\ See letters from Advanced Computer Innovations, Inc. (Mar. 
1, 2017) (``ACI''); Association of International Certified 
Professional Accountants (May 16, 2017) (``AICPA''); Biotechnology 
Innovation Organization (May 16, 2017) (``BIO''); CFA Institute 
(Jun. 12, 2017) (``CFA Institute''); Cigna Corporation (May 16, 
2017) (``Cigna''); Data Coalition (May 16, 2017) (``Data 
Coalition''); Deloitte & Touche LLP (May 5, 2017) (``Deloitte'') ; 
Ernst & Young LLP (May 16, 2017) (``EY''); Federated Investors (May 
16, 2017) (``Federated I''); Federated Investors (Jun. 1, 2018) 
(``Federated II''); Financial Executives International (May 16, 
2017) (``FEI''); Jack Frei (Mar. 13, 2017) (``Frei''); Gartner, Inc. 
(May 10, 2017) (``Gartner''); Grant Thornton LLP (May 16, 2017) 
(``Grant Thornton''); Hindssight 2020, llc (May 15, 2017) 
(``Hindssight''); Charles S. Hoffman (May 14, 2017) (``Hoffman''); 
Investment Company Institute (May 16, 2017) (``ICI I''); Investment 
Company Institute (Jun. 1, 2018) (``ICI II''); IRIS Business 
Services Limited (Mar. 27, 2017) (``IRIS''); Hemant Khatod (Mar. 27, 
2017) (``Khatod 1''); Hemant Khatod (Mar. 27, 2017) (``Khatod 2''); 
Suresh Kumar (Mar. 21, 2017) (``Kumar''); Paul Lewis (Mar. 10, 2017) 
(``Lewis''); Reps. Randy Hultgren, Carolyn Maloney, and Darrell 
Issa, Members of Congress (Apr. 27, 2017) (``Members of Congress''); 
Merrill Corporation (May 16, 2017) (``Merrill''); Morningstar, Inc. 
(May 16, 2017) (``Morningstar''); Octachoron Limited (May 15, 2017) 
(``Octachoron''); Bill Palmer (May 12, 2017) (``Palmer''); Laurie A. 
Pergamit (May 2, 2017) (``Pergamit''); Somnath Ray (May 17, 2017) 
(``Ray''); Daniel C. Sweeney (Mar. 27, 2017) (``Sweeney''); TagniFi 
(Apr. 19, 2017) (``TagniFi''); U.S. Bancorp Fund Services, LLC (May 
16, 2017) (``USBFS''); Workiva Inc. (May 23, 2017) (``Workiva I''); 
Workiva Inc. (Mar. 6, 2018) (``Workiva II''); XBRL International 
(May 16, 2017) (``XBRL International''); XBRL US (May 16, 2017) 
(``XBRL US'').
    \20\ See Rule 401 of Regulation S-T. In 2005, the Commission 
began to allow registrants to voluntarily submit financial 
information in XBRL form as exhibits to periodic reports and 
Investment Company Act filings. See Release No. 33-8529 (Feb. 3, 
2005) [70 FR 6556]. In 2007, the voluntary program was expanded to 
permit risk/return summary submissions. See Release No. 33-8823 
(Jul. 11, 2007) [72 FR 39289]. As a result of rule amendments 
adopted by the Commission in 2009, the 2005 XBRL Voluntary Program 
is now only open for participation by investment companies and other 
entities that prepare their financial statements in accordance with 
Article 6 of Regulation S-X. See 2009 Financial Statement 
Information Adopting Release and 2009 Risk/Return Summary Adopting 
Release.
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    We believe that the use of Inline XBRL may reduce the time and 
effort associated with preparing XBRL filings, simplify the review 
process for filers, and improve the quality and usability of XBRL data 
for investors, market participants, and other data users. The 
Commission will continue to monitor industry practices and market 
developments in disclosure technologies. Should future developments 
suggest that a more efficient or less costly reporting standard would 
provide at least substantively similar benefits as Inline XBRL, we 
would evaluate whether changes to our reporting format are appropriate, 
including, without limitation, designating another reporting standard 
as an alternative to Inline XBRL for some or all aspects of the rule.

II. Background and Economic Baseline

A. Overview of Existing XBRL Requirements for Operating Companies and 
Funds

    The XBRL requirements for the required information are located in 
the Interactive Data File provisions of Regulation S-K; \21\ Forms F-
10,\22\ 20-F,\23\ 40-F,\24\ 6-K,\25\ and N-1A; \26\ Rule 405 of 
Regulation S-T; and the EDGAR Filer Manual.\27\
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    \21\ See Item 601(b)(101) of Regulation S-K [17 CFR 
229.601(b)(101)].
    \22\ See Paragraph (101) of Part II--Information Not Required to 
be Delivered to Offerees or Purchasers of Form F-10.
    \23\ See Paragraph 101 of the Instructions as to Exhibits of 
Form 20-F.
    \24\ See Paragraph B.(15) of the General Instructions to Form 
40-F.
    \25\ See Paragraph C.(6) of the General Instructions to Form 6-
K.
    \26\ See General Instruction C.3.(g) to Form N-1A.
    \27\ The EDGAR Filer Manual sets forth the technical formatting 
requirements for the presentation and submission of electronic 
filings through the EDGAR system. EDGAR performs automated 
collection, validation, indexing, acceptance, and forwarding of 
submissions by companies and others who are required to file forms 
with the Commission. See https://www.sec.gov/edgar/aboutedgar.htm 
(retrieved Jun. 20, 2018).
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    Operating companies are required to submit financial statements and 
any applicable financial statement schedules in XBRL as exhibits to 
certain Exchange Act reports and Securities Act registration 
statements.\28\ In general, operating companies that prepare their 
financial statements in accordance with U.S. GAAP or in accordance with 
IFRS as issued by the IASB must submit their financial statements to 
the Commission in XBRL. Filers that are required to provide information 
in XBRL must use the taxonomies specified on the Commission's 
website.\29\
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    \28\ Financial statements in XBRL are required as exhibits to 
Exchange Act reports on Forms 10-Q, 10-K, 20-F, 40-F, and, in some 
cases, 8-K and 6-K. Financial statements in XBRL also are required 
as exhibits to Securities Act registration statements that contain 
financial statements, such as Form S-1 (except registration 
statements filed in connection with an initial public offering). 
Securities Act registration statements that do not contain financial 
statements, such as a Form S-3 or other form filed by an issuer that 
incorporates by reference all required financial statement 
information from its periodic reports, and Exchange Act registration 
statements are not required to include Interactive Data Files. See 
2009 Financial Statement Information Adopting Release.
    \29\ See Rule 405(c)(1) of Regulation S-T.
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    Funds are required to submit risk/return summary information in 
XBRL as exhibits to registration statements and to prospectuses with 
risk/return summary information that varies from the registration 
statement.\30\
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    \30\ See General Instruction C.3.(g) to Form N-1A.
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    An operating company generally must submit the Interactive Data 
File as an exhibit to the relevant Related Official Filing.\31\ Funds 
are required to submit the Interactive Data File within 15 business 
days of (1) the effective date of the registration statement or post-
effective amendment that contains the related information,\32\ or (2) 
the filing of a form of prospectus made pursuant to paragraph (c) or 
(e) of Rule 497.\33\ Operating companies and funds may delay submission 
and posting to the extent provided under a hardship exemption.\34\
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    \31\ See Rule 405(a) of Regulation S-T.
    \32\ See General Instruction C.3.(g)(i), (iv) to Form N-1A.
    \33\ See General Instruction C.3.(g)(ii), (iv) to Form N-1A.
    \34\ An operating company may delay the submission and posting 
of the Interactive Data File to the extent provided under a 
temporary or a continuing hardship exemption. See Rules 201 and 202 
of Regulation S-T. A fund filer may delay the submission and posting 
of the Interactive Data File to the extent provided under a 
continuing hardship exemption. See Rule 202 of Regulation S-T.
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    When filers submit XBRL exhibits during EDGAR filing, the XBRL 
exhibits are validated for compliance with certain EDGAR Filer Manual 
technical requirements before the attachments are accepted. During 
EDGAR filing, EDGAR validates XBRL documents that make up an 
Interactive Data File, producing error and warning messages when issues 
with the XBRL data are identified. EDGAR also ``renders''--creates a 
human-readable version of--XBRL data that can be viewed on the EDGAR 
website. EDGAR users can view a rendered version of the tagged 
information submitted in the XBRL exhibit by clicking on the 
``Interactive Data'' button next to the relevant filing on EDGAR.
    For both operating companies and funds, the Interactive Data File 
submitted to the Commission also must be posted on the filer's website, 
if any, on the earlier of the calendar day that the filer submitted or 
was required to submit it.\35\ Operating companies must keep the 
Interactive Data File posted for at least 12 months.\36\ Funds must 
keep the Interactive Data File posted until the registration statement 
or post-effective amendment to which the Interactive Data File relates 
is no longer current.\37\
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    \35\ See Rule 405(g).
    \36\ Id.
    \37\ See Rule 405(g) and General Instruction C.3.(g)(iii) to 
Form N-1A.
    If a fund does not submit or post interactive data as required, 
its ability to file post-effective amendments to its registration 
statement under Rule 485(b) under the Securities Act is 
automatically suspended until it submits and posts the interactive 
data as required. See Rule 485(c) under the Securities Act. The 
Interactive Data File also must be submitted in such a manner that 
will permit the information for each series and, for any information 
that does not relate to all of the classes in a filing, each class 
of the fund to be separately identified. See General Instruction 
C.3.(g)(iv) to Form N-1A.
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    Currently, the requirement for operating companies to submit and 
post financial statement information in XBRL applies through the 
exhibit requirements of Item 601(b)(101) of Regulation S-K \38\ and 
Forms F-10,\39\ 20-F,\40\ 40-F,\41\ and 6-K.\42\ Similar requirements 
for funds to submit and post risk/return summary information in XBRL 
apply through the exhibit requirements of Form N-1A \43\ and Rule 
497.\44\ These exhibit requirements specify when information in the 
Related Official Filing triggers the requirement to submit and post an 
Interactive Data File in the manner provided by Rule 405 of Regulation 
S-T.\45\ Rule 405 sets forth the basic content, format, submission, and 
posting requirements for the Interactive Data File, such as the 
requirement to submit the Interactive Data File as an exhibit to the 
Related Official Filing.\46\ Rule 405 also requires

[[Page 40849]]

that an Interactive Data File be submitted in accordance with the EDGAR 
Filer Manual.\47\ The EDGAR Filer Manual contains additional formatting 
and submission requirements for the Interactive Data File.
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    \38\ The exhibit requirements of Item 601(b)(101) relate to 
Forms S-1, S-3, S-4, S-11, F-1, F-3, F-4, 8-K, 10-Q, and 10-K.
    \39\ See Paragraph (101) of Part II (Information Not Required to 
be Delivered to Offerees or Purchasers) of Form F-10.
    \40\ See Paragraph 101 of the Instructions as to Exhibits of 
Form 20-F.
    \41\ See Paragraph B.(15) of the General Instructions to Form 
40-F.
    \42\ See Paragraph C.(6) of the General Instructions to Form 6-
K.
    \43\ See General Instruction C.3.(g) to Form N-1A.
    \44\ See Rule 497(c), (e).
    \45\ The exhibit provisions that specify when an Interactive 
Data File is required for financial information also specify when it 
is optional and when it is prohibited.
    \46\ See Rule 405(a)(2) for the exhibit requirement.
    \47\ See Rule 405(a)(3).
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    On June 13, 2016, the Commission issued an exemptive order under 
the Exchange Act to permit operating companies that comply with certain 
conditions listed in the order to file structured financial statement 
data required in their periodic and current reports using Inline XBRL 
through March 2020, in lieu of filing all their XBRL data in a separate 
exhibit.\48\
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    \48\ See Order Granting Limited and Conditional Exemption under 
Section 36(a) of the Securities Exchange Act of 1934 from Compliance 
with Interactive Data File Exhibit Requirement in Forms 6-K, 8-K, 
10-Q, 10-K, 20-F, and 40-F to Facilitate Inline Filing of Tagged 
Financial Data, Release No. 34-78041 (Jun. 13, 2016) [81 FR 39741] 
(``Exemptive Order'').
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B. Current XBRL Practices and Affected Parties

1. XBRL Preparation
    There were approximately 8,315 filers of annual and quarterly 
reports (Forms 10-K, 10-Q, 20-F, and 40-F), including amendments, 
during calendar year 2017.\49\ As of December 2017, there were 
approximately 11,181 funds registered on Form N-1A.\50\ Filers may 
prepare their Interactive Data to comply with existing XBRL 
requirements in-house or use an outside service provider.\51\ Tagging 
required disclosures in XBRL may involve either a standalone or 
integrated approach.\52\
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    \49\ The figures are based on staff analysis of EDGAR filings. 
Filers were identified based on Central Index Key (``CIK'') codes. 
Some filers, including investment companies, asset-backed issuers, 
and filers who have received a hardship exemption, are not subject 
to financial statement information interactive data requirements. 
Interactive data requirements for operating companies also pertain 
to certain Securities Act registration statements, as well as 
certain filings on Forms 8-K and 6-K containing specified financial 
statements.
    \50\ The figures are based on data obtained from ICI as of 
December 31, 2017, available at http://www.ici.org/research/stats, 
and staff analysis of EDGAR filings. This count includes 9,360 
mutual funds and 1,821 ETFs registered as open-end investment 
companies. The estimate of ETFs is reduced to exclude approximately 
eight ETFs registered as unit investment trusts (``UITs''). UITs and 
closed-end funds are not subject to the proposed amendments and are 
therefore excluded from this estimate.
    \51\ See Inline XBRL Proposing Release, at 14285. See also 
William Sinnett, SEC reporting and the impact of XBRL: 2013 survey, 
Financial Executives Research Foundation (Nov. 15, 2013) (``FERF 
Study''), at 15.
    \52\ See Inline XBRL Proposing Release, at 14285. With a 
standalone approach, filers or filing agents create an XBRL exhibit 
by copying the information from the filing document and tagging it 
in XBRL, which requires them to expend incremental resources to 
create and tag a copy of the data and verify the consistency of 
tagged data across documents. With an integrated approach, XBRL 
tagging of required disclosures is a part of a broader disclosure 
management process, and integrated disclosure management software is 
used to generate both the HTML filing and the XBRL exhibit.
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    In 2009 the Commission estimated the expected direct cost of 
compliance with XBRL requirements by operating companies.\53\ After the 
adoption of the 2009 rules, several pre-proposal commenters and studies 
provided estimates of the cost of compliance with financial statement 
information XBRL requirements.\54\ According to a 2013 survey, the 
median operating company filer required 25 hours for the preparation 
and 15 hours for the review of XBRL and between $8,000 and $10,000 for 
the services of outside professionals for its most recent annual 
filing.\55\ According to another survey, the median small filer paid 
$10,000 or less on an annual basis for fully outsourced creation and 
filing of its XBRL exhibits.\56\ Preliminary statistics from a pricing 
survey being conducted by the AICPA and XBRL US indicate that the cost 
of XBRL formatting has declined 41% since 2014 and that the average 
cost of XBRL preparation for small reporting companies in 2017 averaged 
$5,850 per year.\57\ The 2009 Risk/Return Summary Adopting Release 
estimated the expected direct cost of compliance with the fund risk/
return summary XBRL requirements.\58\
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    \53\ See 2009 Financial Statement Information Adopting Release, 
at 6804 (estimating direct costs of preparing and submitting 
interactive data-formatted financial statements, excluding the cost 
of website posting, at $39,510-$81,220 ($12,450-$20,340) for the 
first submission (each subsequent submission) with block-text 
footnotes and schedules and $29,700-$59,150 ($20,075-$36,940) for 
the first submission (each subsequent submission) with detailed 
tagging of footnotes and schedules, and the cost of website posting 
at $1,000 per year).
    \54\ See Inline XBRL Proposing Release, at 14285-6, n. 69.
    \55\ See FERF Study, at 18-19.
    \56\ See Research shows XBRL filing costs are lower than 
expected, AICPA, https://www.aicpa.org/InterestAreas/FRC/AccountingFinancialReporting/XBRL/DownloadableDocuments/XBRL%20Costs%20for%20Small%20Companies.pdf (retrieved Jun. 20, 2018) 
(``AICPA Study''); Mohini Singh (2017) The Cost of Structured Data: 
Myth vs. Reality, CFA Institute, https://www.cfapubs.org/doi/pdf/10.2469/ccb.v2017.n5.1 (retrieved Jun. 20, 2018).
    \57\ See https://xbrl.us/wp-content/uploads/2018/06/XBRL-US-Letter-to-HFSC-RE-HR-5054-6-6-2018.pdf (retrieved Jun. 20, 2018).
    \58\ See 2009 Risk/Return Summary Adopting Release, at 7769 
(estimating direct costs of preparing and submitting interactive 
data-formatted risk/return summary information, excluding the cost 
of website posting, at $23,200 for the first submission ($3,100 for 
each subsequent submission) and the cost of website posting at 
$250).
     One commenter stated that it uses a third-party vendor for XBRL 
preparation and estimated the average time the commenter expends to 
review the approximately 336 risk/return summary XBRL filings per 
year produced for its funds at approximately 12 hours per month, 
with a peak of 32 hours per month. See letter from Federated II. 
This amounts to an average review time of approximately 0.43 hours 
per filing (12 hours per month x 12 months/336 filings per year). 
The cost of outside services for XBRL preparation, which are 
incurred in addition to the review time, is not stated in this 
letter.
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2. Voluntary Use of Inline XBRL by Operating Companies Under the 
Exemptive Order
    A small but growing number of operating company filers have relied 
on the Exemptive Order to voluntarily file in Inline XBRL.\59\ Large 
accelerated, accelerated, and nonaccelerated filers and smaller 
reporting companies were well represented, with large accelerated 
filers representing a larger proportion of voluntary operating company 
filers than their proportionate share of all operating company 
filers.\60\
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    \59\ Based on staff analysis of Inline XBRL filings, as of May 
21, 2018, approximately 152 unique operating company filers filed 
approximately 526 Inline XBRL filings. The number of filers that 
have voluntarily filed in Inline XBRL so far is modest relative to 
the overall number of filers (approximately 1.8%).
    \60\ As of May 21, 2018, staff analysis of voluntary Inline XBRL 
filings showed that large accelerated filers accounted for 
approximately 38% and accelerated filers approximately 18% of such 
filings. By comparison, based on staff analysis of Forms 10-K, 10-Q, 
20-F, and 40-F filings and amendments to them filed during calendar 
year 2017, large accelerated filers accounted for approximately 26% 
and accelerated filers for approximately 19% of such filings.
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    Filers that have filed in Inline XBRL under the Exemptive Order 
used XBRL preparation software or filing agents that already can 
accommodate Inline XBRL. Based on filing software information, where 
available in the filing, voluntary Inline XBRL filers used seven 
different vendors.\61\ In conjunction with the Exemptive Order, the 
Commission also made the open source Inline Viewer available to the 
public so that filers could test and view their submissions before 
EDGAR filing and the public could easily view the Inline XBRL document 
within the context of a web browser.
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    \61\ This estimate is based on filings information as of May 21, 
2018.
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    One commenter--whose vendor members are estimated by the commenter 
to ``provide XBRL creation services for an estimated 80% of U.S. public 
companies that file in XBRL to the SEC each quarter''--stated that 
``[m]any vendors today already have Inline XBRL capabilities or have 
development underway'' to incorporate this capability into their 
tools.\62\
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    \62\ See letter from XBRL US. See also letters from Workiva I, 
IRIS, and ACI.
     Vendors identified as having been used in voluntary Inline XBRL 
filings and other software vendors and filing agents that reference 
Inline XBRL capabilities on their websites, and in other public 
sources, accounted for approximately 87% of financial statement XBRL 
filings filed during 2017 for which preparation software could be 
identified. Preparation software could not be identified for 
approximately 3% of financial statement XBRL filings.

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[[Page 40850]]

    Based on our understanding of the experience of voluntary Inline 
XBRL filers and the input from commenters whose XBRL solutions were 
used in voluntary Inline XBRL filings, filers have not incurred 
increases in the cost of XBRL software.\63\ We recognize, however, that 
filers that voluntarily elected to file in Inline XBRL under the 
Exemptive Order may not be representative of all filers affected by the 
amendments. For example, most voluntary filers already used integrated 
XBRL preparation software. Thus, their transition to Inline XBRL likely 
entailed minimal changes to XBRL preparation workflow, with the 
resulting minor impact on both the cost of XBRL preparation and XBRL 
data quality.
---------------------------------------------------------------------------

    \63\ See, e.g., letters from Workiva I and ACI. Both of these 
commenters were vendors whose XBRL preparation solutions were used 
by voluntary Inline XBRL filers.
---------------------------------------------------------------------------

    With regard to data quality of voluntary Inline XBRL filings by 
operating companies under the Exemptive Order, Commission staff 
reviewed a random sample of 25 Form 10-Q and Form 10-K Inline XBRL 
filings submitted pursuant to the Exemptive Order as of November 1, 
2017 \64\ to determine whether Inline XBRL had any effect on a 
particular issue of data quality: Negative values.\65\ For each of the 
25 filings, Commission staff reviewed the Inline XBRL filing and the 
latest filing prior to the Inline XBRL filing to determine if amounts 
were inappropriately entered as negative values in either of the 
filings. Commission staff observed one Inline XBRL filing with an 
inappropriate negative value for a footnote disclosure; the same 
disclosure in the latest filing prior to the Inline XBRL filing did not 
have an inappropriate negative value. After the initial Inline XBRL 
filing, that filer submitted a subsequent Inline XBRL filing and 
corrected the error.
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    \64\ The examined subset of filings was randomly drawn from 252 
Inline XBRL filings submitted as of November 1, 2017.
    \65\ Most XBRL numeric elements are designed to be entered as 
positive values. Even if the XBRL element is related to a credit 
balance, the element should still be submitted as a positive number 
because debit and credit balances represent presentation attributes 
for the HTML document, not the underlying meaning of the XBRL 
element.
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    One commenter stated that XBRL data quality has not improved 
significantly, based on errors in XBRL data identified during the 
commenter's review of early voluntary Inline XBRL filings pursuant to 
the Exemptive Order.\66\ However, the example provided by the commenter 
of an Inline XBRL tagging error was not an error in the Inline XBRL 
document, but rather a presentation discrepancy when the Inline XBRL 
document was run through the EDGAR Renderer, which is designed for XBRL 
format documents and not Inline XBRL format documents. In part of the 
example provided, the Inline XBRL document had a dimensional axis that 
does not present in the EDGAR rendered view.
---------------------------------------------------------------------------

    \66\ See letter from TagniFi.
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    Nevertheless, these observations suggest that some XBRL data 
quality issues may remain for a minority of filers. The relatively 
small number of voluntary Inline XBRL filings to date makes it 
difficult to draw definitive conclusions about the extent to which 
Inline XBRL may improve data quality going forward. Moreover, we are 
not able to observe whether the reviewed voluntary filings were 
prepared with the use of the Inline XBRL Viewer tool, which can 
facilitate detection of certain types of errors, such as negative 
values and scaling errors. In addition, the experience of a small 
number of voluntary filers may not be representative of all filers 
subject to the amendments.
    Since the implementation of the voluntary Inline XBRL program, we 
have observed that, not only is the public using the Inline XBRL data, 
but some data users have also made enhancements to the Commission's 
open source Inline XBRL Viewer. These enhancements, such as creating 
instantly human-readable time series charting, may help to make the 
XBRL data even more useful. For example, using these enhancements, a 
user can hover over the revenues element of a filing and instantly view 
the latest two years of reported revenues for that filer, or hover over 
a narrative element and instantly view the latest two years of text 
reported for that element by that filer.
3. XBRL Data Use
    There is a wide range of XBRL data users, including investors, 
financial analysts, economic research firms, data aggregators, academic 
researchers, filers seeking information on their peers for benchmarking 
purposes, and Commission staff.
    During the second quarter of 2017, individual financial statement 
information XBRL exhibits were accessed on the EDGAR website 
approximately 53.1 million times (including approximately 13.7 million 
unique filing views by approximately 149,000 unique IP addresses) and 
individual risk/return summary XBRL exhibits were accessed 
approximately 6.8 million times (including approximately 839,000 unique 
filing views by approximately 8,000 unique IP addresses).\67\ This is 
the approximate equivalent of 287 exhibit views and 74 unique filing 
views for each filing with financial statement information XBRL data 
and 224 exhibit views and 28 unique filing views for each filing with 
risk/return summary XBRL data during the examined quarter.
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    \67\ The figures are based on staff analysis of EDGAR log file 
data for the second quarter of 2017. The analysis examined access 
during the second quarter of 2017 to all financial statement 
information XBRL exhibits filed with annual and current reports and 
amendments to them and all risk/return summary XBRL exhibits filed 
with amendments to registration statements and forms of prospectuses 
since inception of the XBRL requirements. The analysis did not 
exclude access by ``bots'' because machine-readable XBRL data is 
designed to enable automated aggregation and processing. Due to data 
availability, these statistics do not capture access to XBRL data 
through the Public Dissemination Service or the use of the data, 
tools, and products made available by third-party data aggregators, 
incorporating XBRL data to varying degrees, which likely account for 
the largest share of market participants' access to such data. These 
statistics also do not capture access to DERA XBRL datasets, which 
is discussed separately. The data definitions used to identify XBRL 
exhibits excluded access to XBRL data as part of a complete 
submission file or as part of an Inline XBRL document (for filings 
pursuant to the Exemptive Order).
    Applying the same methodology, individual XBRL files of 
nonaccelerated filers and smaller reporting companies were accessed 
on the EDGAR website approximately 23.3 million times (including 
approximately 6.2 million unique filing views by approximately 
46,000 unique IP addresses). This is the approximate equivalent of 
239 exhibit views (64 unique filing views) per filing. Filer status 
was obtained from the XBRL portion of the respective filing. 
Applying the same methodology, individual XBRL files of 
biotechnology companies were accessed on the EDGAR website 
approximately 4.9 million times (including approximately 1.3 million 
unique filing views by approximately 24,000 unique IP addresses). 
This is the approximate equivalent of 288 exhibit views (78 unique 
filing views) per filing. Companies were classified as being in the 
biotechnology sector based on primary Standard Industry 
Classification (``SIC'') codes (obtained from the XBRL portion of 
the respective filing) that correspond to industry groups for 
pharmaceutical products and medical equipment in the Fama and French 
49 industry classification (http://mba.tuck.dartmouth.edu/pages/faculty/ken.french/Data_Library/det_49_ind_port.html, retrieved Jun. 
20, 2018).
---------------------------------------------------------------------------

    The Commission also combines, organizes and posts for bulk download 
financial statement information and risk/return summary XBRL data 
extracted from filings.\68\ As of June 16,

[[Page 40851]]

2018, in the approximately eight months since the Commission began 
posting risk/return summary datasets, financial statement data sets had 
approximately 55,327 page views (including approximately 33,130 unique 
page views); financial statement and notes data sets had approximately 
232,398 page views (including 194,623 unique page views), and risk/
return summary data sets had approximately 2,089 page views (including 
approximately 1,791 unique page views).\69\
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    \68\ See https://www.sec.gov/dera/data/financial-statement-data-sets.html, https://www.sec.gov/dera/data/financial-statement-and-notes-data-set.html, and https://www.sec.gov/dera/data/mutual-fund-prospectus-risk-return-summary-data-sets (retrieved Jun. 20, 2018).
    \69\ These statistics do not account for the use of third-party 
products or websites incorporating these datasets. See, e.g., 
https://console.cloud.google.com/launcher/details/sec-public-data-bq/sec-public-dataset (retrieved Jun. 20, 2018).
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    A number of businesses have created products that provide XBRL data 
to investors. Data aggregators (i.e., entities that, in general, 
collect, package, and resell data) have incorporated XBRL data into 
their products to varying degrees. Various third-party data providers 
extract or preview information contained in XBRL exhibits, offering 
XBRL analytics tools or using XBRL data to supplement other reported 
data based on filer disclosures.\70\
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    \70\ See, e.g., a discussion of XBRL analytics tools, https://xbrl.us/use/howto/ (retrieved Jun. 20, 2018); https://xbrl.us/home/category/productsservices/service/data-aggregation/ (retrieved Jun. 
20, 2018); Mitchell R. Wenger, Rick Elam, and Kelly L. Williams 
(2013) A tour of five XBRL tools, Journal of Accountancy (Apr. 1, 
2013), https://www.journalofaccountancy.com/issues/2013/apr/20126677.html (retrieved Jun. 20, 2018); Inline XBRL Proposing 
Release, at 14286, n. 77; letters from Octachoron and TagniFi.
---------------------------------------------------------------------------

    The Commission staff uses XBRL data to efficiently analyze large 
quantities of information in support of risk assessment, rulemaking, 
and enforcement activities, including as part of its internally 
developed Corporate Issuer Risk Assessment and Financial Statement 
Query Viewer applications.
    Commenters and studies have noted the benefits of XBRL data in 
providing a wide range of financial reporting data that is not always 
available elsewhere.\71\ Other commenters and studies have indicated 
that XBRL data use has been limited, in part due to concerns regarding 
data quality and lack of awareness of XBRL.\72\ Several commenters 
stated that risk/return summary XBRL data is little used by 
investors.\73\ Some commenters stated that the use of risk/return 
summary XBRL data is limited due to the delay in its availability as 
compared to the HTML version of the same information.\74\ One of these 
commenters, a large data aggregator that processes fund information for 
investors, indicated that it must manually extract information from 
fund HTML filings because the structured XBRL filing comes too late for 
investors' preferences.\75\
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    \71\ See, e.g., letters from CFA Institute, Data Coalition, 
Grant Thornton, Members of Congress, Octachoron, TagniFi, XBRL US, 
and XBRL International.
    Various academic studies have examined the benefits of XBRL for 
the information environment of firms. See Inline XBRL Proposing 
Release, at 14295, n. 169. See also Yu Cong, Hui Du, and Miklos A. 
Vasarhelyi (2017) Are XBRL files being accessed? Evidence from the 
SEC EDGAR log file data set, Journal of Information Systems 
(forthcoming) (examining rates of access to XBRL files and providing 
some evidence that investors in smaller operating companies access 
XBRL files and that investors may prefer XBRL files to non-XBRL 
files when both types of files are included with the filing).
    \72\ See Inline XBRL Proposing Release, at 14287, n. 78. See 
also letter from BIO (stating that ``XBRL data is little used by 
biotech investors''). But see note 67 above (discussing XBRL data 
use for smaller and biotech companies that is generally consistent 
with the XBRL data use for all operating companies).
    A December 2016 global survey of members by the CFA Institute, 
corroborating the results of the prior surveys, found that less than 
half of the respondents (approximately 45%) were aware of XBRL and, 
among those aware of XBRL, a minority of respondents (approximately 
23%) use financial XBRL data from periodic reports. See CFA 
Institute Member Survey: XBRL, https://blogs.cfainstitute.org/marketintegrity/2016/12/05/do-you-know-what-xbrl-is-a-majority-of-survey-respondents-do-not-know/ and https://www.cfainstitute.org/-/media/documents/survey/xbrl-member-survey-report-2016.ashx 
(retrieved Jun. 20, 2018).
    \73\ See letters from Federated I and II, Frei, ICI I and II, 
and USBFS. One of these letters cited limited use of XBRL data 
posted on the filer's website in connection with the discussion of 
limited XBRL data use. See letter from Federated II.
    \74\ See, e.g., letters from Morningstar (``we use the HTML 
filings rather than the XBRL filings because we can process them and 
share the information with end investors more quickly than if we 
were to wait for the XBRL filing'') and XBRL US (``[r]isk/return 
data from mutual funds today is not as timely as investors would 
prefer'').
    \75\ See letter from Morningstar.
---------------------------------------------------------------------------

    The 2005 XBRL Voluntary Program for financial statement information 
has not been used for several years, with no submissions during 
calendar years 2011-2017.\76\
---------------------------------------------------------------------------

    \76\ A few filers submitted Voluntary Program XBRL exhibits 
(EX100), but those filings seem to have been made in error.
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III. Final Amendments and Anticipated Economic Effects

A. Discussion of the Final Amendments

1. Inline XBRL Requirements
a. Use of Inline XBRL Format
    On March 1, 2017, the Commission proposed rule and form amendments 
to facilitate improvements in the quality and usefulness of XBRL data 
and, over time, decrease filing costs by decreasing XBRL preparation 
costs.\77\ The proposed amendments would require operating company 
financial statement information and fund risk/return summary 
information to be submitted in the Inline XBRL format.\78\ Inline XBRL 
allows filers to embed XBRL data directly into an HTML document, 
eliminating the need to tag a copy of the information in a separate 
XBRL exhibit. Inline XBRL is both human-readable and machine-readable 
for purposes of validation, aggregation, and analysis. The proposed 
amendments also would eliminate the requirements for filers to post 
Interactive Data Files on their websites and terminate the 2005 XBRL 
Voluntary Program with respect to financial statement information.\79\
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    \77\ See Inline XBRL Proposing Release.
    \78\ Inline XBRL<SUP>TM</SUP> and iXBRL<SUP>TM</SUP> are 
trademarks of XBRL International. XBRL[supreg] is a registered 
trademark of XBRL International. The Inline XBRL technology is 
freely licensed by XBRL International. See https://specifications.xbrl.org/spec-group-index-inline-xbrl.html (retrieved 
Jun. 20, 2018) and https://specifications.xbrl.org/presentation.html 
(retrieved Jun. 20, 2018).
    \79\ See note 20 above.
---------------------------------------------------------------------------

    The majority of commenters generally supported the proposed Inline 
XBRL requirements.\80\ Many of these commenters specifically supported 
the proposal to replace the XBRL format with the Inline XBRL format for 
operating company filers,\81\ while several commenters supported 
applying the proposed Inline XBRL requirements to both operating 
companies and funds.\82\ Several commenters opposed the proposed Inline 
XBRL requirements for some or all filers.\83\
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    \80\ See, e.g., letters from ACI, AICPA, CFA Institute, Data 
Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Lewis, Kumar, 
Members of Congress, Merrill, Morningstar, Octachoron, Palmer, 
TagniFi, Workiva I, XBRL International, and XBRL US.
    \81\ See, e.g., letters from ACI, AICPA, CFA Institute, Data 
Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Members of 
Congress, Merrill, Morningstar, Octachoron, TagniFi, XBRL 
International, XBRL US, and Workiva I.
    \82\ See, e.g., letters from ACI, AICPA, CFA Institute, Data 
Coalition, Members of Congress, Morningstar, XBRL International, and 
XBRL US.
    Two of these commenters elaborated on their specific support to 
replace the XBRL format with the Inline XBRL format for risk/return 
summaries. See letters from Morningstar and XBRL US.
    \83\ See, e.g., letters from Cigna and FEI (opposing the Inline 
XBRL requirement for financial statement information); letters from 
Hindssight and Pergamit (expressing general opposition to Inline 
XBRL); and letters from Federated I and II, Frei, ICI I and II, and 
USBFS (opposing the Inline XBRL requirement for risk/return 
summaries).
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    After considering these comments, we are adopting, substantially as 
proposed, amendments to Rule 405 to require the submission of financial 
statement information and risk/return summary information Interactive 
Data Files in Inline XBRL.\84\ Operating companies and funds, on a 
phased in basis, will be required to embed a part of the

[[Page 40852]]

Interactive Data File within an HTML document using Inline XBRL and to 
include the rest in an exhibit to that document. The portion filed as 
an exhibit to the form will contain contextual information about the 
XBRL tags embedded in the filing. The information as tagged will 
continue to be required to satisfy all other requirements of Rule 405, 
including the technical requirements in the EDGAR Filer Manual.
---------------------------------------------------------------------------

    \84\ See new Rule 405(a)(3).
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    The Inline XBRL requirement, similar to the current XBRL 
requirement, will apply to financial statement information in HTML 
regardless of whether it appears in the non-exhibit part of a filing 
and/or in one or more exhibits. Accordingly, under Inline XBRL, tags 
must be embedded wherever that HTML information appears.
    The Commission received a number of comments that addressed data 
usability, quality, and cost issues. Various commenters stated that 
Inline XBRL would, over time, (i) increase the efficiency of review and 
yield savings of XBRL preparation time and cost; \85\ (ii) potentially 
improve the quality of XBRL data (by reducing discrepancies between 
HTML and XBRL data); \86\ and (iii) increase the data's usability 
(through greater accessibility and transparency of the data and 
enhanced capabilities for data users, who would no longer have to view 
the XBRL data separately from the text of the documents).\87\ One 
commenter stated that while ``Inline XBRL will not directly contribute 
to increased quality . . . indirectly, Inline XBRL will contribute to 
better decisions related to the meaning conveyed by the machine-
readable XBRL format.'' \88\ Another commenter emphasized the benefit 
of Inline XBRL ``in allowing filers greater control over the 
presentation of financial exhibits.'' \89\
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    \85\ See, e.g., letters from ACI, AICPA, CFA Institute, Cigna, 
Data Coalition, FEI, IRIS, Kumar, Lewis, Members of Congress, 
Merrill, Workiva I, XBRL International, and XBRL US. But see letter 
from ICI I (stating that funds will not realize a significant 
increase in the effectiveness and efficiency of XBRL preparation) 
and letter from Pergamit (stating that Inline XBRL would not yield 
benefits for filers).
    \86\ See, e.g., letters from ACI, AICPA, CFA Institute, IRIS, 
Kumar, Lewis, Members of Congress, Merrill, Morningstar, Octachoron, 
Palmer, Ray, XBRL International, and XBRL US. But see, e.g., note 
107 below (stating that there would not be gains in data quality for 
risk/return summaries) and letters from EY, TagniFi, and Workiva I 
(stating that there would not be gains in data quality for financial 
statement information).
    \87\ See, e.g., letters from ACI, AICPA, CFA Institute, 
Deloitte, IRIS, Morningstar, Octachoron, Ray, TagniFi, and XBRL US. 
But see letters from Federated I and II (regarding risk/return 
summaries) and Pergamit.
    \88\ See letter from Hoffman.
    \89\ See letter from Octachoron.
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    Several commenters that supported requiring Inline XBRL for 
financial statement information expressed concern that switching to 
Inline XBRL would not be sufficient to significantly improve the 
quality of financial statement information XBRL data without additional 
measures. Some of these commenters recommended that the Commission 
implement additional validation rules, including the incorporation of 
XBRL Data Quality Committee validation rules.\90\ Some of these 
commenters recommended expanding the scope of auditor assurance to 
include review of XBRL tags.\91\ Some commenters encouraged additional 
engagement or alignment with other entities such as the Financial 
Accounting Standards Board (``FASB''), the IASB, and international 
regulators who are also using the Inline XBRL format.\92\
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    \90\ See, e.g., letters from AICPA, CFA Institute, Deloitte, 
TagniFi, Workiva I, XBRL International, and XBRL US.
    \91\ See, e.g., letters from AICPA, CFA Institute, Deloitte, EY, 
Grant Thornton, Hoffman, XBRL International, and XBRL US.
    \92\ See, e.g., letters from AICPA, EY, and XBRL International.
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    We continue to analyze the data quality of submissions made in XBRL 
and Inline XBRL, as well as monitor developments related to the XRBL 
standard and the Inline XBRL specification. If additional technical 
rules within the EDGAR environment are deemed necessary, they may be 
reflected in updates to the EDGAR Filer Manual, but we are not imposing 
additional XBRL validation requirements at this time. We note that 
filers, vendors, and filing agents are currently able to voluntarily 
incorporate validation rules into their software and that the 
Commission makes available various tools to assist XBRL filers. 
Moreover, filers remain subject to Rule 405(c) of Regulation S-T, which 
imposes certain fundamental data quality requirements on Interactive 
Data File submissions.\93\
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    \93\ 17 CFR 232.405(c)(1). In particular, each data element in 
the Interactive Data File must reflect the same information in the 
corresponding data in the Related Official Filing; data elements 
contained in the corresponding data in the Related Official Filing 
may not be changed, deleted, or summarized in the Interactive Data 
File; and each data element contained in the Interactive Data File 
must be matched with an appropriate tag from the most recent version 
of the standard list of tags specified by the EDGAR Filer Manual, 
with a new special element required to be created and used only if 
an appropriate tag does not exist in the standard list.
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    Regarding our engagement with other entities such as the FASB, we 
note that the staff actively engages with the FASB over the development 
of the U.S. GAAP Taxonomy throughout the year. For example, the staff 
reviews and consults on the taxonomy development process, taxonomy 
changes, and comments received from the public. We continue to 
encourage all members of the public to submit any comments they may 
have to improve the U.S. GAAP Taxonomy to the FASB. As we have noted 
throughout this release, we are aware of various developments that 
could impact the Commission's XBRL requirements and will continue to 
monitor those developments as filers transition to Inline XBRL.
    With respect to expanded auditor assurance, one commenter stated 
that a recent survey of its members found that ``77 per cent of 
respondents wish to have assurance of the tagged data.'' \94\ Another 
commenter stated that ``audit committees are likely to request that 
auditors perform a separate attestation engagement to provide an 
opinion on the accuracy and consistency of the XBRL formatted 
information, and issue a report'' in order ``to provide investors 
additional confidence in the iXBRL formatted information.'' \95\ 
However, a different commenter stated that XBRL data cannot be audited 
because tag selection is subjective and no accounting standards are 
applicable.\96\
---------------------------------------------------------------------------

    \94\ See letter from CFA Institute.
    \95\ See letter from AICPA.
    \96\ See letter from Workiva I.
---------------------------------------------------------------------------

    As the Commission stated in the Inline XBRL Proposing Release, the 
proposed amendments were intended to modernize existing financial 
statement information XBRL requirements to incorporate developments in 
the XBRL technology since the 2009 adoption of these requirements. The 
proposal did not contemplate any changes to the application of officer 
certifications or auditor assurance requirements to XBRL data.\97\ In 
particular, the Commission noted that, because the proposed amendments 
related only to the manner of submitting the Interactive Data File and 
not the data that comprises the Interactive Data File, it was not 
proposing to change the existing positions pertaining to the exclusion 
of the Interactive Data File from the officer certification and 
assurance requirements.\98\ Consistent with the

[[Page 40853]]

proposal, we are not making any such changes at this time.
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    \97\ See Inline XBRL Proposing Release, at 14297, n. 181 and 
accompanying text.
    \98\ Id. Currently, the financial statement information 
Interactive Data File is excluded from the officer certification 
requirements under Rules 13a-14(f) and 15d-14(f) of the Exchange Act 
[17 CFR 240.13a-14 and 240.15d-14]. Furthermore, auditors are not 
required to apply AS 2710 (Other Information in Documents Containing 
Audited Financial Statements), AS 4101 (Responsibilities Regarding 
Filings Under Federal Securities Statutes), or AS 4105 (Reviews of 
Interim Financial Information) (prior to December 31, 2016, AU 
Sections 550, 711, and 722, respectively) to the Interactive Data 
File submitted with a company's reports or registration statements. 
In addition, filers are not required to obtain assurance on their 
Interactive Data File or involve third parties, such as auditors or 
consultants, in the creation of their Interactive Data File. See 
2009 Financial Statement Information Adopting Release, at 6796-6797. 
However, the Commission has previously stated that XBRL is part of 
an issuer's disclosure controls and procedures. See 2009 Financial 
Statement Information Adopting Release, at 6797.
    Risk/return summary information Interactive Data File 
requirements do not require funds to involve third parties, such as 
auditors or consultants, in the creation of the interactive data 
provided as an exhibit to a fund's Form N-1A filing, including 
assurance. With respect to registration statements, SAS 37 
(currently AS 4101) was issued in April 1981 to address the 
auditor's responsibilities in connection with filings under the 
federal securities statutes. With respect to existing risk/return 
summary information Interactive Data File requirements, an auditor 
is not required to apply AS 4101 to the Interactive Data File. See 
2009 Risk/Return Summary Adopting Release, at 7760-7761 and footnote 
183.
---------------------------------------------------------------------------

    Several commenters recommended clarifying that financial statement 
information XBRL data under the new Inline XBRL requirement would not 
be subject to auditor assurance in order to address a potential 
``expectations gap'' that might arise if XBRL data is embedded in a 
document containing HTML financial statements subject to auditor 
assurance. Commenters had different suggestions on how to communicate 
the auditor's responsibility related to financial statement information 
XBRL data, such as by including some form of reporting mechanism or 
disclosure within the filing, or by having the Commission re-affirm its 
position from the Inline XBRL Proposing Release that there is no change 
in auditor responsibility.\99\
---------------------------------------------------------------------------

    \99\ See, e.g., letters from AICPA, Deloitte, EY, and Grant 
Thornton.
---------------------------------------------------------------------------

    Consistent with the suggestions of these commenters, we are 
reiterating that the change from the XBRL format to the Inline XBRL 
format does not change the Commission's positions with respect to 
officer certifications and auditor assurance. Accordingly, we are not 
requiring additional transparency regarding auditors' responsibilities 
related to financial statement information XBRL data at this time. 
However, consistent with the existing XBRL requirements, issuers would 
not be prohibited from indicating in the financial statements (such as 
in a footnote) the degree (or lack thereof) of auditor involvement 
related to the financial statement information XBRL data.\100\
---------------------------------------------------------------------------

    \100\ See 2009 Financial Statement Information Adopting Release, 
at 6796.
---------------------------------------------------------------------------

    A few commenters cited concerns about the burden of transition to 
Inline XBRL.\101\ The amendments address transition issues through the 
use of a staggered phase-in period, discussed in greater detail in 
Section III.A.1.c below. Further, in response to commenter concerns, we 
are making certain modifications from the proposed compliance dates to 
help filers address any transition issues. In particular, in response 
to commenters' suggestions, the amendments include an additional 
transition accommodation for operating companies whereby Inline XBRL 
will be required for the first Form 10-Q for a fiscal period ending on 
or after the applicable compliance date, which is intended to further 
facilitate the transition to Inline XBRL. The amendments also modify 
the phase-in period for funds to provide funds and vendors with 
additional time to transition to Inline XBRL for risk/return summaries 
and to modify their processes for preparing and reviewing these filings 
to accommodate the elimination of the 15 business day filing period. We 
believe that these aspects of the amendments will help to mitigate the 
burden of transition to Inline XBRL.
---------------------------------------------------------------------------

    \101\ See, e.g., letters from Cigna and FEI (regarding the 
burden of transition for operating companies); Hindssight 
(expressing concern about costs but not specifying whether it 
pertained to operating companies or funds); Federated I and II, 
Frei, ICI I and II, and USBFS (regarding the burden of transition 
for funds).
---------------------------------------------------------------------------

    As proposed, the amendments will also require risk/return summary 
information to be submitted in Inline XBRL.\102\ Among commenters that 
addressed the Inline XBRL requirement for funds, several commenters 
expressed support for Inline XBRL for risk/return summaries.\103\ Some 
of these commenters cited the potential benefits of increased 
timeliness and usability of XBRL data to investors and other data 
users.\104\ They also described economies of scale that funds may 
realize from their vendors providing an XBRL preparation process that 
is consistent with operating companies under a single standard 
specification.\105\ Several commenters opposed the Inline XBRL 
requirement for risk/return summaries.\106\ These commenters stated 
that there are few, if any, data quality issues with risk/return 
summary XBRL data today and concluded that Inline XBRL would not 
improve the quality of risk/return summary XBRL data.\107\ One 
commenter stated that the proposed Inline XBRL requirements for funds 
do not have tangible benefits for investors and impose costs that would 
outweigh any benefits.\108\
---------------------------------------------------------------------------

    \102\ See new Rule 405(a)(3)(ii) of Regulation S-T.
    \103\ See, e.g., letters from ACI, AICPA, CFA Institute, Data 
Coalition, Members of Congress, Morningstar, XBRL International, and 
XBRL US.
    \104\ See letters from Morningstar and XBRL US.
    \105\ Id.
    \106\ See, e.g., letters from Federated I and II; Frei; ICI I 
and II; and USBFS. In addition, two commenters generally opposed 
Inline XBRL without stating whether their opposition was specific to 
funds or operating companies. See letters from Pergamit and 
Hindssight.
    \107\ See letters from ICI (reiterating the observation in the 
Inline XBRL Proposing Release that, compared to financial statements 
of operating companies, mutual fund risk/return summaries have fewer 
instances in which numeric data is embedded into text and the data 
is generally more standardized as a reason why, in the commenter's 
view, data quality is not an issue for mutual fund risk/return 
summaries) and USBFS (stating that it was not aware of any XBRL 
filing data quality issues affecting the funds serviced by the 
commenter or any other funds in the industry).
    \108\ See letter from Federated II.
---------------------------------------------------------------------------

    Commenters also expressed differing views regarding the extent to 
which investors, Commission staff, and academics use the fund 
information submitted in XBRL. Some commenters stated that XBRL data 
filed by funds is little used by investors \109\ or data 
aggregators.\110\ Others stated that it was used by data aggregators 
and, if more timely provided, its use by data aggregators and, 
indirectly, by investors, would increase.\111\ Two commenters observed 
that the current 15 business day filing delay decreases the usefulness 
of this data as a means of providing timely information to investors 
and stated that they or others would make greater use of this data if 
we eliminated the delay.\112\
---------------------------------------------------------------------------

    \109\ See letters from Federated I (stating that it does ``not 
believe that either XBRL, or the proposed iXBRL filing and posting 
requirements are (or would be) useful to investors.''); Federated 
II; Frei (``There has been no evidence that the SEC staff, 
academics, or every day investors uses [sic] this data.''); ICI I 
(stating that investors generally do not use XBRL tagged risk/return 
summary information and instead obtain this risk/return information 
in human-readable form from fund prospectuses, on fund websites, or 
on third party information provider websites.''); ICI II; USBFS 
(stating that the XBRL data is generally not used by investors, 
investment advisers, or broker-dealers in making investment 
decisions or recommendations).
    \110\ See letter from ICI (stating that its members provide data 
directly to many information providers and further noting that these 
information providers separately extract data from HTML filings).
    \111\ See letters from Frei and USBFS (referencing XBRL data use 
by data aggregators) and XBRL US (noting Morningstar's support of 
eliminating the 15 day filing period as it would allow them to use 
the XBRL data to more rapidly disseminate fund data to investors).
    \112\ See letters from Morningstar (noting that it currently 
uses the HTML filings rather than the XBRL filings because it can 
process and share the information with investors more quickly than 
if it were to wait for the XBRL filing) and XBRL US (stating that 
the elimination of the 15 business day period would make XBRL data 
much more valuable to data providers and investors).
---------------------------------------------------------------------------

    After considering the input of commenters, we continue to believe 
that it is important for risk/return summary information to be provided 
in an XBRL

[[Page 40854]]

format and that this format be as usable for investors and other data 
users as possible. We understand, based on commenter input, that many 
investors obtain risk/return summary information through data 
aggregators but that they may seek it out more quickly than it is 
currently available in XBRL through fund submissions. To meet this 
demand for more timely data, one data aggregator manually extracts the 
risk/return summary information from fund HTML or ASCII filings over a 
period of days rather than wait up to 15 business days for the XBRL 
filings. We further understand, based on commenter input, that 
transitioning to Inline XBRL will allow risk/return summary information 
to reach investors via aggregators in hours, rather than days, after a 
Related Official Filing. As a result, we expect that more timely XBRL 
data will lead to increased use of that data by third-party data 
aggregators already in the market. We also anticipate that data 
aggregators with fewer resources or any new entrants to the data 
aggregation market would be better positioned to compete to provide 
information products to investors based on fund risk/return summaries 
if timely delivery does not require the resources necessary to tag the 
information manually. Investors will also be able to take further 
advantage of the XBRL data in ways that were not possible before. 
Because the Inline XBRL format embeds XBRL within the HTML document, 
investors can use their own web browser to view the embedded XBRL data 
and metadata within the context of the Related Official Filing, without 
having to download the information into any separate applications for 
review and analysis.
    Contrary to some commenters' statements that this data is little 
used, risk/return summary XBRL data is accessed on EDGAR on a regular 
basis.\113\ We also disagree with commenters who suggested that 
investors do not benefit when data aggregators use XBRL data.\114\ 
These aggregators typically use this data to provide information to 
investors, and funds are primarily held by retail investors, who often 
look to third party information sites when evaluating various funds for 
investment.
---------------------------------------------------------------------------

    \113\ See Section II.B.3 above.
    \114\ See, e.g., letters from Federated II, Frei, ICI II, and 
USBFS.
---------------------------------------------------------------------------

    Preparing Inline XBRL filings involves embedding XBRL tags into the 
HTML document. This single-document approach should create long-term 
benefits by removing a separate workflow of checking the numbers and 
text in the original HTML filing for consistency with the numbers and 
text in the separate XBRL filing and the related time demands that 
entails--time demands that currently contribute towards much later 
filings by funds and less timely information for fund investors.
    Several commenters indicated that funds would not realize cost 
savings from Inline XBRL and that funds would incur significant costs 
of transition to Inline XBRL, which would be compounded by the 
elimination of the 15 business day filing period and would outweigh any 
benefits.\115\ One commenter stated that its members do not anticipate 
a significant increase in the efficiency and effectiveness of their 
filing processes from the shift to Inline XBRL.\116\ Two commenters 
stated that a number of funds currently use a standalone approach to 
XBRL preparation and thus may require significant changes in XBRL 
preparation workflow to transition to Inline XBRL.\117\ One of these 
commenters further indicated that the Commission may have overestimated 
the proportion of funds that use an integrated approach to XBRL 
preparation.\118\ According to this commenter, while funds that use 
``the largest financial printers'' are likely well positioned to comply 
with the Inline XBRL requirement, funds that instead rely on other 
service providers for preparing and submitting XBRL filings (e.g., law 
firms, administrators, in-house advisory firm personnel, and smaller 
financial printers) will be forced to incur significant costs and 
potentially change vendors.\119\ Thus, the commenter asserted, the 
Inline XBRL Proposing Release significantly underestimated the costs of 
transitioning to Inline XBRL for funds, particularly for smaller 
filers.
---------------------------------------------------------------------------

    \115\ See letters from Federated I and II, Frei, ICI I and II, 
and USBFS.
    \116\ See letter from ICI I.
    \117\ See letters from USBFS and XBRL US. Another commenter 
referenced the comment letter by USBFS (stating that ``at least one 
large filing vendor believes that the SEC's proposal may have 
significantly underestimated the cost of implementing iXBRL tagging 
in the mutual fund context, particularly for smaller registrants''). 
See letter from ICI II.
    \118\ See letter from USBFS.
    \119\ Id. We note, however, to the extent funds rely on other 
service providers to prepare and submit XBRL filings, those service 
providers in turn may be relying on financial printers.
---------------------------------------------------------------------------

    We recognize that many funds today prepare and file an HTML or 
ASCII version of risk/return information in the Related Official Filing 
and then, up to 15 business days later, prepare and file a separate 
XBRL exhibit with this same risk/return information. As a result, many 
funds may incur one-time costs to change their workflow processes as 
they transition to filing this information in an Inline XBRL format 
without this extended filing period. We acknowledge that this may cause 
some funds to change vendors or software products used to create these 
filings, and that these transition costs will likely be greater than 
estimated in the Proposing Release.\120\ However, we believe that the 
improved data usability that Inline XBRL offers, particularly when 
combined with the more efficient Inline XBRL process that reduces the 
need for the extended filing period, provides benefits to investors 
that justify these initial costs to funds.
---------------------------------------------------------------------------

    \120\ See letters from Federated I and II, ICI I and II, and 
USBFS.
---------------------------------------------------------------------------

    Accordingly, we are adopting Inline XBRL and the related 
elimination of the 15 business day filing period for fund risk/return 
summaries. However, in light of the comments and to help funds address 
transition issues, we are extending the proposed phase-in for risk/
return summary Inline XBRL requirements, as discussed in greater detail 
in Section III.A.1.c below. After careful consideration, we continue to 
believe that the amendments to risk/return summary XBRL requirements to 
reflect the evolution of XBRL technology will offer benefits to data 
users and further believe that the modified compliance dates provide 
sufficient time for filers, software vendors, and filing agents to 
transition to Inline XBRL.
b. Timing of Submission of Interactive Data File
    The Commission did not propose any changes to the timing of the 
required submission of the financial statement information XBRL data, 
nor are we adopting any, and operating companies will generally 
continue to be required to submit the Interactive Data File with the 
filing.
    With respect to risk/return summary information, currently an 
Interactive Data File for a Form N-1A filing, whether the filing is an 
initial registration statement or a post-effective amendment to it, 
must be submitted as an amendment to the registration statement to 
which the Interactive Data File relates.\121\ That amendment with the 
Interactive Data File also must be submitted after the registration 
statement or post-effective amendment that contains the related 
information becomes effective but not later than 15 business days after 
the effective date of

[[Page 40855]]

that registration statement or post-effective amendment.\122\
---------------------------------------------------------------------------

    \121\ General Instruction C.3.(g)(i) to Form N-1A.
    \122\ Id.
---------------------------------------------------------------------------

    Funds also are required to submit an Interactive Data File for any 
form of prospectus filed that includes risk/return summary information 
that varies from the registration statement.\123\ In the case of those 
filings, however, funds are permitted to file the Interactive Data File 
concurrently with the filing or up to 15 business days subsequent to 
the filing.\124\ As the Commission noted in the 2009 Risk/Return 
Summary Adopting Release, the period of 15 business days was intended 
both to provide funds with adequate time to prepare the exhibit and to 
make the interactive data available promptly.\125\
---------------------------------------------------------------------------

    \123\ See General Instruction C.3.(g)(ii) to Form N-1A.
    \124\ Id.
    \125\ See 2009 Risk/Return Summary Adopting Release, at 7754, n. 
97 and accompanying and following text.
---------------------------------------------------------------------------

i. Concurrent Submissions With Certain Post-Effective Amendment Filings
    To help facilitate efficiencies in the fund post-effective 
amendment filing process, the Commission proposed to permit funds to 
submit Interactive Data Files concurrently with certain post-effective 
amendments to fund registration statements.\126\ The Commission 
proposed this change in recognition of the fact that, in its 
experience, post-effective amendments filed pursuant to these 
paragraphs of Rule 485 generally are not subject to further 
revision.\127\
---------------------------------------------------------------------------

    \126\ See proposed General Instruction C.3.(g)(i)(B) to Form N-
1A.
    \127\ With the exception of post-effective amendments filed 
pursuant to Rule 485(b)(1)(iii), a post-effective amendment filed 
under Rule 485(b)(1) may become effective immediately upon filing.
     Paragraph (b)(1)(i) of Rule 485 permits a post-effective 
amendment filing for the purpose of bringing the financial 
statements up to date under Section 10(a)(3) of the Securities Act 
or Rule 3-12 or 3-18 of Regulation S-X. 17 CFR 210.3-12 and 210.3-
18.
     Paragraph (b)(1)(ii) of Rule 485 permits a post-effective 
amendment filing for the purpose of complying with an undertaking to 
file an amendment containing financial statements, which may be 
unaudited, within four to six months after the effective date of the 
registrant's registration statement under the Securities Act.
     Paragraph (b)(1)(v) of Rule 485 permits a post-effective 
amendment filing for the purpose of making any non-material changes 
which the registrant deems appropriate.
     Paragraph (b)(1)(vii) of Rule 485 permits a post-effective 
amendment filing for any other purpose which the Commission shall 
approve.
---------------------------------------------------------------------------

    We received one comment letter on this aspect of the proposal. The 
commenter expressed support for the proposed amendment, believing that 
administrative costs would be reduced relative to making a separate 
filing for submitting the XBRL data.\128\ After considering commenter 
input, and to provide funds with flexibility to achieve cost and 
administrative efficiencies, we are adopting the amendments as 
proposed.\129\
---------------------------------------------------------------------------

    \128\ See letter from Federated I (stating that it is 
``generally in support of allowing mutual funds to submit the 
interactive data files concurrently with certain post-effective 
amendments as we believe this would reduce administrative costs 
associated with filing interactive data separately'').
    \129\ See new General Instruction C.3.(g) to Form N-1A; see also 
new Rule 405(a)(3)(ii) of Regulation S-T. The amendments to these 
two provisions have the result of permitting fund filers to submit 
XBRL data concurrently with the Related Official Filing.
---------------------------------------------------------------------------

ii. 15 Business Day Filing Period
    To improve the timeliness of the availability of risk/return 
summary XBRL information, the Commission proposed to eliminate the 15 
business day filing period for the submission of the Interactive Data 
File accorded to all fund filings containing risk/return summaries 
(initial registration statements; post-effective amendments; and forms 
of prospectuses that include risk/return summary information that 
varies from the registration statement). At the same time, the 
Commission sought comment on whether a different length filing period 
might be more appropriate. In proposing to mandate the use of Inline 
XBRL, the Commission noted that Inline XBRL involves embedding XBRL 
data directly into the filing. Inline XBRL thereby reduces the need for 
this filing delay, which is typically used to prepare and review a 
separate XBRL-only filing.
    Two commenters supported the Commission's proposal to eliminate the 
15 business day filing period.\130\ These commenters noted that the 
elimination of the 15 business day filing period would allow data 
aggregators to process and share the information more quickly with 
investors, who are the end-users. This is because aggregators would no 
longer have to either wait 15 business days or manually extract 
information from the HTML or ASCII version of the risk/return summary 
in order to provide the information to investors in a more timely 
manner, which itself takes time.\131\ One commenter, while supporting 
elimination of the current filing period, noted that funds are 
``accustomed to taking advantage of the 15-day grace period'' and so 
would need to enact major workflow changes if this period is 
eliminated, likely requiring increased staffing levels and resulting in 
higher costs for both funds and their vendors.\132\ This commenter also 
acknowledged that funds may encounter greater challenges than operating 
companies under the proposed amendments, given that many fund complexes 
must make multiple, simultaneous filings for the funds they sponsor or 
manage.\133\ This commenter asked the Commission to consider giving 
funds more time to make the transition to Inline XBRL due to these 
challenges, but nevertheless urged the Commission to adopt the 
proposal, believing that moving the marketplace to a single standard--
Inline XBRL--would be ``beneficial to all stakeholders over the long-
term.'' \134\
---------------------------------------------------------------------------

    \130\ See letters from Morningstar and XBRL US.
    \131\ Id.
    \132\ See letter from XBRL US.
    \133\ Id. See also letters from Federated II (stating that it 
submitted 1,291 filings, in addition to 336 XBRL filings, in the 
past calendar year for its funds) and ICI II (referencing the letter 
from Federated II).
    \134\ See letter from XBRL US.
---------------------------------------------------------------------------

    Three commenters expressed concerns about the costs, changes in 
workflow, and loss of flexibility associated with the elimination of 
the 15 business day filing period.\135\ Two commenters proposed that 
the Commission preserve the 15 business day filing period to allow 
funds time to work through any technical difficulties that may occur 
with the tagging process and review and approve the tagged 
filings.\136\ These commenters also stated that, for those funds that 
mail the prospectus and shareholder report together, the shorter 
timeframe for Inline XBRL review would increase the likelihood of 
having to mail the prospectus and shareholder report separately, which 
if it occurred, would increase the mailing costs for fund 
shareholders.\137\
---------------------------------------------------------------------------

    \135\ See letters from Federated I and II, ICI I and II, and 
USBFS.
    \136\ See letters from ICI I and II and Federated I and II.
    \137\ Id. One of these commenters estimated the additional 
mailing costs of sending the prospectuses separately at 
approximately $1.5 million per year. See letter from Federated II.
---------------------------------------------------------------------------

    One commenter did not support eliminating the current XBRL filing 
period, but stated that funds would not be burdened by shortening this 
period from 15 business days to 10 business days.\138\ Another 
commenter suggested, as an alternative, shortening the 15 day timeframe 
to 7 days.\139\
---------------------------------------------------------------------------

    \138\ See letter from USBFS.
    \139\ See letter from ICI II.
---------------------------------------------------------------------------

    After evaluating comments received on this issue, and in light of 
our decision to require the use of Inline XBRL for fund filers as 
proposed, we are eliminating the current 15 business day filing period 
for risk/return summary XBRL data. As a result:
    <bullet> For post-effective amendments filed pursuant to paragraph 
(b)(1)(i), (ii), (v), or (vii) of Rule 485, Interactive Data

[[Page 40856]]

Files must be filed either concurrently with the filing or in a 
subsequent amendment that is filed on or before the date that the post-
effective amendment that contains the related information becomes 
effective; \140\
---------------------------------------------------------------------------

    \140\ See new General Instruction C.3.(g)(i)(B) to Form N-1A.
---------------------------------------------------------------------------

    <bullet> For initial registration statements and post-effective 
amendments filed other than pursuant to paragraph (b)(1)(i), (ii), (v), 
or (vii) of Rule 485, Interactive Data Files must be filed in a 
subsequent amendment on or before the date the registration statement 
or post-effective amendment that contains the related information 
becomes effective; \141\ and
---------------------------------------------------------------------------

    \141\  See new General Instruction C.3.(g)(i)(A) to Form N-1A.
---------------------------------------------------------------------------

    <bullet> For any form of prospectus filed pursuant to Rule 497(c) 
or (e), funds must submit the Interactive Data File concurrently with 
the filing.\142\
---------------------------------------------------------------------------

    \142\ See new General Instruction C.3.(g)(ii) to Form N-1A.
---------------------------------------------------------------------------

    We recognize that many funds will experience changes in workflow 
and associated costs once the filing period is eliminated. However, we 
believe that eliminating the 15 business day filing period will 
significantly improve the timely availability of risk/return summary 
XBRL information for investors, other market participants, and other 
data users, yielding substantial benefits. Two commenters indicated 
that the benefits of XBRL data are currently not being realized for 
many potential data users, including data aggregators and (indirectly) 
investors, due to the filing period.\143\ For data aggregators 
responding to demand for the data earlier than 15 business days after 
the effective date of the related filing, eliminating this period will 
remove the need for time consuming manual extraction of this 
information from HTML or ASCII filings and allow data aggregators to 
obtain this data earlier, thereby expediting the availability of the 
data and related analysis to investors.\144\ Further, the transition of 
funds to Inline XBRL will entail embedding XBRL tags into the HTML 
filing, reducing the need for a separate XBRL filing period.
---------------------------------------------------------------------------

    \143\ See letters from Morningstar and XBRL US.
    \144\ Id.
---------------------------------------------------------------------------

    In addition, eliminating the current 15 day filing period could 
have other, indirect beneficial effects. We understand some funds 
currently provide more timely return information to some data 
aggregators. However, funds do not provide other information contained 
in the risk/return summary information on a more timely basis, such as 
fee and risk information, which data aggregators also use to provide 
information products to investors. Providing more timely XBRL data may 
enable data aggregators to better compete in providing timely 
information to investors. Today, only those aggregators with sufficient 
resources to manually extract this information from the text filings 
can respond to demands to provide investors with more timely data. 
Further, in the staff's experience, risk/return summary information is 
relatively standardized and the list of XBRL data elements that are 
tagged in the risk/return summary should not vary substantially from 
period to period, minimizing the impact of workflow changes in this 
area. Therefore, we do not see a compelling reason to retain even a 
shortened filing period, such as 10 or 7 days, and note that any 
delayed filing period would undermine the timeliness and usability 
benefits.
    We also note that, while funds may currently use the 15 business 
day filing period to review the XBRL data, operating companies prepare, 
review, and file XBRL data without an additional filing period. 
Compared to fund filings with risk/return summaries, operating company 
XBRL filings entail a more complex taxonomy, with more data elements, 
as well as more instances of numeric data being embedded into text. 
Studies have shown that concurrent submission of the HTML and XBRL data 
for operating companies began with a standalone approach and over time 
transitioned to an integrated approach as technology developed to 
achieve efficiencies.\145\ For example, one recent study found that the 
median small filer paid $10,000 or less for fully outsourced XBRL 
preparation.\146\ Similarly, preliminary statistics from a pricing 
survey being conducted by the AICPA and XBRL US indicate that the cost 
of XBRL formatting has declined 41% since 2014 and that the average 
cost of XBRL preparation for small reporting companies in 2017 averaged 
$5,850 per year.\147\ The experience of operating companies leads us to 
believe that, while many funds may not currently use an integrated 
approach to XBRL preparation and filing, with the concurrent HTML and 
XBRL filing, funds will likely transition to an integrated approach to 
achieve efficiencies. We would expect, after the initial transition, 
the costs to funds of preparing and reviewing XBRL submissions using an 
integrated approach similarly to go down over time, as they have for 
operating companies.
---------------------------------------------------------------------------

    \145\ See Trevor S. Harris and Suzanne Morsfield, ``An 
Evaluation of the Current State and Future of XBRL and Interactive 
Data for Investors and Analysts''--``White Paper Number Three,'' 
Columbia Business School Center for Excellence in Accounting and 
Security Analysis (December 2012), https://www8.gsb.columbia.edu/rtfiles/ceasa/An%20Evaluation%20of%20the%20Current%20State%20and%20Future%20of%20XBRL%20and%20Interactive%20Data%20for%20Investors%20and%20Analysts.pdf 
(retrieved Jun. 20, 2018), at 38 (stating that filers have 
transitioned over time to integrated disclosure management 
solutions). Consistent with this observation, approximately 71% of 
operating company filers relied on integrated solutions in the 2013 
FERF survey, compared to approximately 54% of operating company 
filers in the 2012 FERF survey. See FERF Study, at 6; William 
Sinnett, SEC reporting and the impact of XBRL: 2012 survey, 
Financial Executives Research Foundation (Nov. 15, 2013), at 25-26.
    \146\ See AICPA Study.
    \147\ See note 57 above.
---------------------------------------------------------------------------

    We anticipate that the technology and related workflow changes that 
accompany the transition to Inline XBRL will partly mitigate the 
concern about certain fund groups having to mail prospectuses 
separately if the 15 business day filing period is eliminated, because 
XBRL tags will be embedded in the HTML filing. In addition, based on 
staff analysis of fund filing data on EDGAR, most fund groups currently 
mail prospectuses and shareholder reports separately. Finally, recently 
adopted 17 CFR 270.30e-3 (``Rule 30e-3'' under the Investment Company 
Act) will provide certain registered investment companies with an 
optional method to satisfy their obligations to transmit shareholder 
reports by making such reports and other materials accessible at a 
website address and mailing investors a short paper notice indicating 
how to access the reports.\148\ This change may reduce the mailing 
costs associated with shareholder reports, thereby potentially 
mitigating some of these concerns.
---------------------------------------------------------------------------

    \148\ See Release No. IC-33115 (June 5, 2018) 83 FR 29158.
---------------------------------------------------------------------------

    The amendments eliminating the 15 business day filing period do not 
change the liability provisions related to the Interactive Data File. 
One commenter recommended a temporary modification to the liability 
provisions pertaining to the Interactive Data File for risk/return 
summary filings following the elimination of the 15 business day filing 
period, similar to the temporary modified liability provision that was 
put in place when the XBRL requirements were adopted in 2009.\149\ 
Given that we have delayed compliance with the Inline XBRL requirement 
and the elimination of the 15 business day period until two years after 
the effective date for funds that, together with other investment 
companies in the same

[[Page 40857]]

``group of related investment companies,'' \150\ have net assets of $1 
billion or more as of the end of their most recent fiscal year (``large 
fund groups'') and three years after the effective date for small fund 
groups, as discussed in greater detail in Section III.A.1.c below, we 
do not believe that such a temporary liability modification is 
necessary.
---------------------------------------------------------------------------

    \149\ See letter from Federated II.
    \150\ For these purposes, the definition of a ``group of related 
investment companies'' is the same as the term defined in Rule 0-10 
under the Investment Company Act [17 CFR 270.0-10]. Rule 0-10(a)(1) 
defines the term as applied to management investment companies as 
two or more management companies (including series thereof) that (i) 
hold themselves out to investors as related companies for purposes 
of investment and investor services; and (ii) either (A) have a 
common investment adviser or have investment advisers that are 
affiliated persons of each other, or (B) have a common 
administrator. We believe that this broad definition would encompass 
most types of fund complexes and therefore is an appropriate 
definition for compliance date purposes.
---------------------------------------------------------------------------

c. Phase-In of the Inline XBRL Requirements
    We are adopting phased compliance dates substantially as proposed, 
with modifications to further mitigate the potential burden of the 
initial transition on filers and preparers:
---------------------------------------------------------------------------

    \151\ Form 10-Q filers will not become subject to the Inline 
XBRL requirements with respect to Form 10-K or any other form, 
however, until after they have been required to comply with the 
Inline XBRL requirements for their first Form 10-Q for a fiscal 
period ending on or after the applicable compliance date for the 
respective category of filers.

------------------------------------------------------------------------
          Operating companies                 Compliance date \151\
------------------------------------------------------------------------
Large accelerated filers that prepare    Fiscal periods ending on or
 their financial statements in            after June 15, 2019.
 accordance with U.S. GAAP.
Accelerated filers that prepare their    Fiscal periods ending on or
 financial statements in accordance       after June 15, 2020.
 with U.S. GAAP.
All other filers.......................  Fiscal periods ending on or
                                          after June 15, 2021.
------------------------------------------------------------------------


------------------------------------------------------------------------
                 Funds                           Compliance date
------------------------------------------------------------------------
                                         Any initial registration
                                          statement (or post-effective
                                          amendment that is an annual
                                          update to an effective
                                          registration statement) that
                                          becomes effective on or after:
Large fund groups......................  September 17, 2020 (two years
                                          after the effective date of
                                          the amendments)
Small fund groups......................  September 17, 2021 (three years
                                          after the effective date of
                                          the amendments)
------------------------------------------------------------------------

    Except as noted below, based on the information on vendor readiness 
provided by commenters and the staff's observations of developments in 
the XBRL preparation industry and experience with voluntary Inline XBRL 
filings pursuant to the Exemptive Order, we are adopting a three-year 
phase-in for operating companies, as proposed: (i) Large accelerated 
filers that prepare their financial statements in accordance with U.S. 
GAAP will be required to comply with Inline XBRL for financial 
statements for fiscal periods ending on or after June 15, 2019; (ii) 
accelerated filers that prepare their financial statements in 
accordance with U.S. GAAP will be required to comply with Inline XBRL 
for financial statements for fiscal periods ending on or after June 15, 
2020; and (iii) all other operating company filers that are subject to 
financial statement information XBRL requirements, including foreign 
private issuers (``FPIs'') \152\ that prepare their financial 
statements in accordance with IFRS, will be required to comply with 
Inline XBRL for financial statements for fiscal periods ending on or 
after June 15, 2021.\153\
---------------------------------------------------------------------------

    \152\ See Rule 405 under the Securities Act [17 CFR 230.405] and 
Rule 3b-4(c) under the Exchange Act [17 CFR 240.3b-4(c)].
    \153\ See new Rule 405(f)(1)(i).
---------------------------------------------------------------------------

    In a modification from the proposal, in response to comments,\154\ 
domestic form filers \155\ will be required to comply beginning with 
their first Form 10-Q for a fiscal period ending on or after the 
applicable compliance date, as opposed to the first filing for a fiscal 
period ending on or after that date, to enable filers to gain 
experience with Inline XBRL through less complex filings.\156\ This 
approach is similar to the approach in the 2009 Financial Statement 
Information Adopting Release, which was intended to facilitate the 
transition of filers to financial statement information XBRL 
requirements.
---------------------------------------------------------------------------

    \154\ See note 161 below.
    \155\ Form 20-F and 40-F filers do not have quarterly report 
filing obligations and are therefore not affected by this provision.
    \156\ As an example, a Form 10-Q filer in the first phase-in 
group with a calendar fiscal year end will be required to begin 
compliance with the Inline XBRL requirement with its Form 10-Q for 
the period ending June 30, 2019. As a further example, a Form 10-Q 
filer in the first phase-in group with a June 30 fiscal year end 
will be required to begin compliance with the requirement with its 
Form 10-Q for the period ending September 30, 2019.
---------------------------------------------------------------------------

    Most commenters that addressed the proposed phase-in for operating 
companies supported it.\157\ Some commenters supported the general 
phase-in approach but recommended postponing the compliance dates until 
after the third quarter of 2018 or creating a fourth early phase-in 
category for the largest 500 filers.\158\ One of these commenters 
supported the phase-in for smaller filers because of potential cost 
increases during the transition period and specifically suggested that 
emerging growth companies (``EGCs'') \159\ be added to the third phase-
in category.\160\ Several commenters proposed adjusting the compliance 
dates for the Inline XBRL requirement so that they initially apply to 
quarterly reports on Form 10-Q rather than Form 10-K, due to the lower 
complexity of Form 10-Q.\161\
---------------------------------------------------------------------------

    \157\ See, e.g., letters from AICPA, Kumar, Merrill, and XBRL US 
(also citing a survey of filers among which 71% supported a phase-in 
and 13% did not, while 52% thought that one year was the right 
amount of time before the first phase of filers is required to 
comply).
    \158\ See, e.g., letters from EY and FEI.
    \159\ See Rule 405 under the Securities Act and Rule 12b-2 of 
the Exchange Act [17 CFR 240.12b-2].
    \160\ See letter from BIO.
    \161\ See, e.g., letters from AICPA, EY, and Kumar.
---------------------------------------------------------------------------

    Some commenters expressed a concern about the initial transition of 
operating companies to Inline XBRL because not all software vendors and 
filing agents are currently Inline-capable.\162\ One of those 
commenters stated that the relative burden of initial transition for 
filers would depend on vendor readiness and that compliance

[[Page 40858]]

dates should reflect this.\163\ However, two commenters opposed a 
phase-in, stating that the costs of Inline XBRL transition would be 
minimal and that the phase-in would lower the benefits to data 
users.\164\ One of those commenters suggested that compliance should 
begin with quarterly filings ending on or after June 15, 2019.\165\ In 
addition, a number of commenters stated that the Inline XBRL transition 
would involve either no burden or only a small burden for filers and 
preparers because many vendors already include the Inline XBRL 
capability as part of their software package or could easily 
incorporate it as they have for their foreign customers that are 
required to use Inline XBRL for other reporting purposes.\166\ Several 
commenters also stated that the Inline XBRL transition would have 
little impact on data users' existing processes for analyzing XBRL data 
and that many of them already use Inline XBRL data from foreign 
jurisdictions.\167\
---------------------------------------------------------------------------

    \162\ See, e.g., letters from Cigna and FEI.
    \163\ See letter from FEI.
    \164\ See letters from Workiva I and CFA Institute.
    \165\ See letter from Workiva I.
    \166\ See, e.g., letters from ACI; IRIS; Workiva I; Merrill; 
XBRL US (``At the latest, all XBRL US vendor members will be ready 
to file using inline XBRL by the second quarter of 2019.'').
    \167\ See, e.g., letters from Morningstar; Octachoron; TagniFi; 
XBRL US (``We held informal discussions with several of these 
organizations ranging from startup companies . . . to large 
established organizations . . . These organizations, which today use 
XBRL-formatted US corporate data, indicated that extracting data 
from Inline XBRL is the same as extracting data from conventional 
XBRL files. Several indicated that they have already begun to use 
Inline XBRL given its availability in other non-US markets. Of 
these, the cost to do so was minimal, requiring zero to little 
change to their current process.'').
---------------------------------------------------------------------------

    After considering commenter input, we are not introducing 
additional phase-in categories, postponing the compliance date for 
EGCs, or making further modifications to the phase-in for operating 
companies. We do not believe that the potential incremental benefits to 
some filers from such changes would offset the increased complexity and 
delays of the benefits of Inline XBRL for market participants and other 
data users. EGCs will be required to comply beginning with fiscal 
periods ending on or after June 15, 2020, or June 15, 2021, depending 
on filer status and basis of accounting. Because the relative burden 
for filers of the fixed costs of initial transition to Inline XBRL, if 
any, is likely to depend on filer size, we believe that this approach 
provides smaller EGC filers, and other smaller filers, with sufficient 
time to transition to Inline XBRL.
    With respect to funds, the Commission proposed a two-year phase-in 
based on net asset size. Specifically, for large fund groups, it 
proposed a compliance date of one year after the effective date to 
comply with the new requirements. For small fund groups, the Commission 
proposed a compliance date of two years after the effective date, to 
provide these filers with an additional year to comply with the new 
requirements.
    Several commenters expressed concerns about the workflow and vendor 
changes that may be required for funds to transition to Inline XBRL and 
adjust to the elimination of the 15 business day filing period.\168\ In 
particular, one commenter stated that ``to the extent the Commission 
determines to proceed in adopting the Proposed Rule, we encourage the 
Commission to provide mutual funds and their filing agents a minimum of 
two years to plan for and implement the changes needed to comply with 
the Proposed Rule.'' \169\ Another commenter stated that one year would 
not be ``a realistic timeframe for implementation of the proposed 
amendments'' and suggested 18 months ``as a more achievable compliance 
date.'' \170\ Another commenter supported the Inline XBRL requirement 
for funds and the elimination of their 15 business day filing period 
but suggested that ``the Commission may want to consider giving mutual 
funds more time to make the transition than operating companies'' given 
the likely workflow changes in instituting these amendments.\171\
---------------------------------------------------------------------------

    \168\ See notes 115-119 above and accompanying text.
    \169\ See letter from USBFS.
    \170\ See letters from Federated I and II.
    \171\ See letter from XBRL US.
---------------------------------------------------------------------------

    After considering commenters' concerns, and consistent with their 
suggestions, to provide funds and vendors with additional time to 
implement any necessary workflow changes, we are extending the phase-in 
with respect to the Inline XBRL and timing requirements for risk/return 
summary XBRL data and modifying the compliance dates to two years after 
the effective date of the amendments for large fund groups and three 
years after the effective date of the amendments for small fund 
groups.\172\
---------------------------------------------------------------------------

    \172\ When we adopted the risk/return summary information XBRL 
requirements on February 11, 2009, all filers had approximately two 
years to comply (until January 1, 2011). After considering commenter 
feedback, we are providing a similar period for larger filers to 
comply with the proposed Inline XBRL requirements. Further, after 
considering commenter feedback, we believe that smaller fund filers 
may benefit from even more time to comply with these new 
requirements.
---------------------------------------------------------------------------

    We believe that these compliance dates will provide sufficient time 
for filers, filing agents, and software vendors to transition to Inline 
XBRL and adjust to the elimination of the extended filing period. Given 
that any fixed cost of initial transition may have a relatively greater 
impact on smaller filers, this approach will give such filers time to 
develop related expertise, as well as the opportunity to benefit from 
the experience of larger filers with Inline XBRL. The phase-in is also 
expected to provide filing agents and software vendors with additional 
time to transition to Inline XBRL and develop related expertise.
    Similar to the proposal and consistent with a commenter's 
suggestion,\173\ the amendments will permit all filers to file using 
Inline XBRL prior to the compliance date for each category of filers. 
Filers will be able to file in Inline XBRL under the amendments once 
the EDGAR system has been modified to accept submissions in Inline XBRL 
for all forms subject to the amendments, which is anticipated to be 
March 2019.\174\ Notice of EDGAR system readiness to accept filings in 
Inline XBRL will be provided in a manner similar to notices of taxonomy 
updates and EDGAR Filer Manual updates. We believe that offering filers 
the option to file using Inline XBRL before the compliance date will 
enable filers that are ready to transition to Inline XBRL to begin 
realizing the benefits of Inline XBRL sooner. It will also enable 
vendors and filing agents used by early Inline XBRL adopters to gain 
valuable expertise that may help facilitate the transition to Inline 
XBRL for filers that transition to Inline XBRL at a later time. 
Otherwise, prior to the applicable compliance date, filers that do not 
file using Inline XBRL will continue to be required to submit the 
entire Interactive Data File as an exhibit, as they do currently.\175\
---------------------------------------------------------------------------

    \173\ See letter from Workiva II.
    \174\ Operating companies may continue to voluntarily file 
certain Exchange Act reports in Inline XBRL prior to that time 
pursuant to the Exemptive Order, which will cease to be operative 
once voluntary reporting under the amendments is permitted. See note 
48 above and accompanying text.
    \175\ See new Rule 405(f)(2) and (3).
---------------------------------------------------------------------------

d. Scope of the Inline XBRL Requirements
    The Inline XBRL requirements for financial statement information 
will apply to all operating company filers, including smaller reporting 
companies (``SRCs''),\176\ EGCs, and FPIs that are currently required 
to submit financial statement information in XBRL. Several commenters 
supported our proposal not to exempt individual categories of operating 
company filers subject to XBRL requirements from the Inline XBRL 
requirement, citing data quality

[[Page 40859]]

and efficiency reasons.\177\ One commenter did not specifically address 
an exemption from the Inline XBRL format requirement but recommended 
exempting EGCs, SRCs, and nonaccelerated filers from XBRL requirements 
generally, citing concerns about cost and lack of use of XBRL 
data.\178\
---------------------------------------------------------------------------

    \176\ See Rule 405 under the Securities Act, Rule 12b-2 under 
the Exchange Act and Item 10(f) of Regulation S-K [17 CFR 
229.10(f)].
    \177\ See, e.g., letters from CFA Institute, Merrill, 
Morningstar, and XBRL US.
    \178\ See letter from BIO. But see AICPA Study (discussing XBRL 
preparation costs for smaller filers) and note 67 above (discussing 
XBRL data use for smaller filers and biotechnology companies).
---------------------------------------------------------------------------

    We do not expect Inline XBRL to significantly affect the overall 
costs of compliance with XBRL requirements. While filers may incur a 
small initial transition cost, they also may realize reductions in 
ongoing costs of compliance with XBRL requirements.\179\ Furthermore, 
filers may realize reductions in ongoing costs due to the elimination 
of the website posting requirement. We have sought to alleviate the 
initial transition burden for filers through phased compliance dates. 
Given the benefits expected from the Inline XBRL requirement, the 
overall readiness of the Inline XBRL technology, and the input from 
commenters regarding vendor readiness, we are not exempting any filers 
that are subject to existing XBRL requirements. Exempting some 
categories of filers subject to XBRL requirements from Inline XBRL 
could reduce the aggregate data quality and usability benefits for 
investors, analysts, and other users and create a need for investors 
and other data users to maintain indefinitely the support for both sets 
of technologies, potentially resulting in ongoing inefficiencies.
---------------------------------------------------------------------------

    \179\ See Sections III.B.1.a and V.C below.
---------------------------------------------------------------------------

    Some commenters addressed the scope of information subject to XBRL 
requirements more generally, although no such changes were contemplated 
as part of the Inline XBRL Proposing Release.\180\ Several commenters 
expressed overall support for XBRL requirements in general \181\ or 
suggested expanding the scope of operating company information that is 
required to be tagged,\182\ or is permitted to be tagged,\183\ in XBRL, 
while other commenters recommended exemptions from XBRL requirements 
for certain operating companies \184\ or funds,\185\ citing concerns 
about cost.
---------------------------------------------------------------------------

    \180\ See Inline XBRL Proposing Release, at 14291.
    \181\ See, e.g., letters from CFA Institute, Grant Thornton, 
Members of Congress, Morningstar, TagniFi, XBRL International, and 
XBRL US.
    \182\ See, e.g., letters from CFA Institute, Data Coalition, 
Merrill, XBRL International, and XBRL US.
    \183\ See letter from Gartner.
    \184\ See note 178 above.
    \185\ See letters from Federated I and II (recommending that we 
exempt funds from XBRL or replace XBRL with XML on Form N-CEN); ICI 
I and II (recommending that we exempt funds from XBRL); USBFS 
(recommending that we require funds to submit XBRL data only for 
forms of their prospectus that have been used to sell shares of the 
fund).
---------------------------------------------------------------------------

    Two commenters recommended that, to the extent that the Commission 
wishes to modernize structured disclosure requirements for fund filers, 
it should rescind the existing XBRL requirements for risk/return 
summary information and replace them with requirements to tag certain 
risk/return summary information in the XML format on Form N-CEN.\186\ 
Another commenter recommended that risk/return summary XBRL 
requirements apply only to forms of prospectuses that have been used to 
sell shares of the fund.\187\
---------------------------------------------------------------------------

    \186\ See letters from Federated (stating that filing tagged 
data on Form N-CEN would create consistency in data tagging language 
and allow the Commission and third-party information providers to 
access important data about a fund in one location) and ICI. See 
also Release No. IC-32314 (Oct. 13, 2016) [81 FR 81870]. We note 
that, while funds are currently required to update their 
registration statements and file new XBRL data every time risk/
return summary information changes, there is no requirement to 
update Form N-CEN (filed annually) for intra-year changes to its 
information. Therefore, filing risk/return summary tagged data on 
Form N-CEN could result in investors receiving risk/return summary 
information in a less timely manner.
    \187\ See letter from USBFS.
---------------------------------------------------------------------------

    As the Commission stated in the Inline XBRL Proposing Release, 
these amendments are aimed at modernizing existing XBRL requirements to 
incorporate developments in the XBRL technology since the 2009 adoption 
of these requirements.\188\ Therefore, at this time, we are not 
changing the categories of operating company or fund filers, or the 
scope of operating company or fund disclosures, that are subject to 
these XBRL requirements.
---------------------------------------------------------------------------

    \188\ See Inline XBRL Proposing Release, at 14291.
---------------------------------------------------------------------------

2. Elimination of the Website Posting Requirements
    We are adopting, as proposed, the elimination of the XBRL website 
posting requirements for financial statement information and risk/
return summaries.\189\
---------------------------------------------------------------------------

    \189\ Website posting is currently required by Rule 405(g) and 
General Instruction C.3.(g) to Form N-1A.
---------------------------------------------------------------------------

    In the 2009 Financial Statement Information Adopting Release and 
the 2009 Risk/Return Summary Adopting Release, the Commission stated 
that it thought that the website availability of the interactive data 
would encourage its widespread dissemination, make it easier and faster 
for investors to collect information on a particular filer, enable 
search engines and other data aggregators to more quickly and cheaply 
aggregate the data and make them available to investors, and 
potentially increase the reliability of data availability to the 
public.\190\ However, the Commission also noted that this benefit could 
be limited since investors seeking to aggregate machine-readable XBRL 
data across companies, manually or through an automated process, may 
find XBRL exhibits posted on individual filers' websites less 
useful.\191\
---------------------------------------------------------------------------

    \190\ See 2009 Financial Statement Information Adopting Release, 
at 6791-6792. Similarly, in adopting the website posting requirement 
for risk/return summary XBRL information, the Commission stated that 
website availability of the interactive data will encourage its 
widespread dissemination, contributing to lower access costs for 
users. See 2009 Risk/Return Summary Adopting Release at 7755-7756.
    \191\ See 2009 Financial Statement Information Adopting Release, 
at 6807. See also 2009 Risk/Return Summary Adopting Release, at 
7767, n. 263 (``We believe the benefits will stem primarily from the 
requirement to submit interactive data to the Commission and the 
Commission's disseminating that data.'').
---------------------------------------------------------------------------

    We believe, based on our experience, that users of XBRL data 
generally do not seek the information directly from individual filers' 
websites; rather, they obtain the data from a more central repository 
of the data, such as the Commission's EDGAR system or third-party 
aggregators. We believe that access to XBRL data for purposes of 
aggregation and processing, whether by data aggregators or individual 
data users, is most efficiently achieved when such machine-readable 
data is consistently organized (e.g., with respect to directory 
structure) and made available at a single source. Based on our 
experience since the Commission adopted the website posting 
requirements in 2009, we believe that potential data users can obtain 
sufficiently reliable access to XBRL data through EDGAR and do not need 
the backup of a website posting on a filer's website to access the XBRL 
data. Thus, data users should not incur significant costs from the 
elimination of the requirement to post the XBRL data on filers' 
websites. Operating companies and funds are expected to recognize a 
modest benefit from the elimination of this requirement.\192\
---------------------------------------------------------------------------

    \192\ See Sections III.B.2 and V.C below.
---------------------------------------------------------------------------

    All of the commenters that addressed this aspect of the proposal 
supported eliminating the website posting requirements, citing the lack 
of utility to data users and/or the potential cost

[[Page 40860]]

savings to filers.\193\ One commenter that is a filer of risk/return 
summary information noted that an average of only three users per month 
access XBRL risk/return summary information through that filer's 
website.\194\
---------------------------------------------------------------------------

    \193\ See, e.g., letters from CFA Institute; Federated I and II; 
ICI I; Merrill; USBFS (supporting elimination but noting that it 
will not generate cost savings and may entail a small cost to modify 
the website to remove XBRL links and pages); and Workiva I.
    \194\ See letter from Federated II.
---------------------------------------------------------------------------

    After considering the input from commenters, we agree that data 
users will not benefit from continued application of the website 
posting requirements, in light of the greater efficiency of retrieving 
XBRL data from EDGAR or other sources for purposes of aggregation and 
analysis. We continue to believe that most filers will realize a small 
benefit from the elimination of the website posting requirements, 
although the magnitude of the benefit for the average filer is likely 
to be small.
3. Termination of the 2005 XBRL Voluntary Program
    We are adopting, as proposed, the termination of the 2005 XBRL 
Voluntary Program for financial statement information interactive 
data.\195\ Subsequent to the adoption of the interactive data 
requirements for financial statement information for operating 
companies in 2009, the only filers that remain eligible for the program 
are registered investment companies, BDCs, and other entities that 
report under the Exchange Act and prepare their financial statements in 
accordance with Article 6 of Regulation S-X. No commenters objected to 
the termination of the program and given its very infrequent use, we do 
not believe that its continued existence will provide significant 
benefits.
---------------------------------------------------------------------------

    \195\ We are amending Regulation S-T to remove Rule 401 that 
specifies voluntary program requirements and making related 
technical and conforming changes.
---------------------------------------------------------------------------

4. Technical Amendments
    We are adopting, as proposed, certain technical, conforming changes 
to the rules for hardship exemptions, current public information under 
Rule 144(c)(1) under the Securities Act, and form eligibility, 
consistent with the changes in format to the Interactive Data File and 
elimination of the website posting requirements. In addition, in 
Regulation S-T, we are deleting the definition of ``promptly'' from 
Rule 11 because it was used only in 17 CFR 232.406T (``Rule 406T''), 
which has expired, and deleting references to Forms S-2 and F-2 because 
those forms have been eliminated.
    Although not proposed, we are adopting additional technical, 
conforming changes consistent with the elimination of the 2005 XBRL 
Voluntary Program and additional technical clarifying changes. In 
connection with the elimination of the 2005 XBRL Voluntary Program, 
these changes affect Item 601(b)(100) of Regulation S-K; a heading 
within and Rules 11, 305(b), and 402 of Regulation S-T; Rules 13a-14(f) 
and 15d-14(f) under the Exchange Act; paragraph 100 of the Instructions 
as to Exhibits of Form 20-F; paragraph C.(5) of the General 
Instructions to Form 6-K; Rules 8b-1, 8b-2, 8b-33, and 30a-2(d) under 
the Investment Company Act; and General Instruction B.4.(b) of Form N-
1A under the Investment Company Act.
    We are substituting the term ``filing'' for ``form'' in the 
definition of Interactive Data File in Rule 11 of Regulation S-T and in 
some instances within Rule 405 of Regulation S-T because the term 
``filing'' better describes the range of documents subject to XBRL 
requirements. Also, we are altering proposed Rules 201(c)(1) and 
202(c)(2) under Regulation S-T to specify that when a hardship 
exemption is received the document required to set forth a related 
legend must appear where the Interactive Data File exhibit otherwise 
would have appeared.
    Further, we are amending Rule 201 under Regulation S-T to adopt a 
temporary hardship exemption for the inability to timely file 
Interactive Data Files for risk/return summary information.\196\ Since 
2009, while operating companies could avail themselves of both the 
temporary hardship exemption under Rule 201 and continuing hardship 
exemption under Rule 202, funds were limited to continuing hardship 
exemptions. The 2009 Risk/Return Summary Adopting Release explained 
that while the Commission was adopting a continuing hardship exemption 
with respect to risk/return summary information data, the Commission 
was not adopting a temporary hardship exemption because the final rules 
included a 15 business day filing period for submitting the Interactive 
Data File.\197\ Because we are eliminating the 15 business day filing 
period, we are amending Rule 201 to similarly allow funds to avail 
themselves of the temporary hardship exemption.
---------------------------------------------------------------------------

    \196\ See Note to Paragraph (c) of Rule 201.
    \197\ See 2009 Risk/Return Summary Adopting Release, at 7757, n. 
129.
---------------------------------------------------------------------------

    Additionally, we are adopting technical changes to Rule 485 under 
the Securities Act to account for the elimination of the website 
posting requirements. We are also adopting technical changes to 
paragraphs (c) and (e) of Rule 497 under the Securities Act to indicate 
that a fund that files pursuant to Rule 497 must, if applicable 
pursuant to General Instruction C.3.(g) of Form N-1A, ``submit'' an 
Interactive Data File.\198\
---------------------------------------------------------------------------

    \198\ This change in terminology makes Rule 497 consistent with 
Rule 485 under the Securities Act.
---------------------------------------------------------------------------

B. Potential Economic Effects of the Amendments

    We are mindful of the costs imposed by and the benefits obtained 
from our rules. Securities Act Section 2(b),\199\ Exchange Act Section 
3(f),\200\ and Investment Company Act Section 2(c) \201\ require us, 
when engaging in rulemaking that requires us to consider or determine 
whether an action is necessary or appropriate in the public interest, 
to consider, in addition to the protection of investors, whether the 
action will promote efficiency, competition, and capital formation. 
Additionally, Exchange Act Section 23(a)(2) requires us, when adopting 
rules under the Exchange Act, to consider the impact that any new rule 
will have on competition and not to adopt any rule that will impose a 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Exchange Act.\202\
---------------------------------------------------------------------------

    \199\ 15 U.S.C. 77b(b).
    \200\ 15 U.S.C. 78c(f).
    \201\ 15 U.S.C. 80a-2(c).
    \202\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    The amendments aim to increase the efficiency and lower the cost of 
compliance with the existing XBRL requirements through process 
improvements associated with the Inline XBRL technology and the 
elimination of the website posting requirements. The discussion below 
addresses the potential economic effects of the amendments, including 
their likely costs and benefits, as well as the likely effects of the 
amendments on efficiency, competition, and capital formation, relative 
to the economic baseline, which is comprised of XBRL practices in 
existence today.\203\
---------------------------------------------------------------------------

    \203\ See Section II.B above.
---------------------------------------------------------------------------

    At the outset, we note that, where possible, we have attempted to 
quantify the costs and benefits expected to result from the amendments 
to the XBRL requirements.\204\ However, in some cases we have been 
unable to quantify the economic effects. For example, it is difficult 
to quantify the extent to which Inline XBRL will enhance the quality

[[Page 40861]]

and usability of XBRL data and, if so, how it will affect XBRL data 
use. We have been able to gain some insight into the potential economic 
effects of the amendments based on the experience of filers that have 
used Inline XBRL on a voluntary basis pursuant to the Exemptive Order; 
however, these insights are necessarily limited by the relatively small 
and self-selected nature of this subset of filers.
---------------------------------------------------------------------------

    \204\ One comment letter requested that the Commission quantify 
the benefits of the proposal. See letter from Federated II.
---------------------------------------------------------------------------

    We assess the potential impact of the amendments relative to the 
economic baseline, which includes existing XBRL requirements, 
information about filers subject to these requirements, and current 
practices related to XBRL filing and use, described in Section II 
above.
1. Inline XBRL Requirements
a. Use of Inline XBRL
i. Benefits
    After considering the input from commenters, as well as the 
experience of operating companies that voluntarily filed in Inline 
XBRL,\205\ we continue to believe that filing in Inline XBRL has the 
potential to benefit both filers and users of this information. In 
particular, we continue to believe that the use of Inline XBRL may 
reduce the time and effort associated with preparing XBRL filings; 
simplify the review process for filers; and improve the quality and 
usability of XBRL data and thus increase the use of XBRL data by 
investors, other market participants, and other data users.\206\
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    \205\ Funds are not eligible to voluntarily file in Inline XBRL 
pursuant to the Exemptive Order.
    \206\ See Inline XBRL Proposing Release, at 14293-4, nn. 154, 
155, and 162. See also notes 86-88 above.
---------------------------------------------------------------------------

    Embedding XBRL data in an HTML document rather than tagging a copy 
of the data to create a separate XBRL exhibit should increase the 
efficiency and effectiveness of the filing preparation process and, by 
saving time and effort spent on the filing process, over time, reduce 
the cost of compliance with existing XBRL requirements.\207\ Inline 
XBRL eliminates the need to create a separate XBRL instance document 
containing all of the XBRL tags, which can reduce the incidence of 
those re-keying errors that are associated with producing separate 
documents for the same information. Inline XBRL also makes it possible 
for filers or filing agents to view XBRL metadata \208\ within the HTML 
document, which can facilitate the review of XBRL data and better equip 
filers to detect XBRL errors. Further, filers or filing agents can use 
tools like the open source Inline XBRL Viewer to review the Interactive 
Data File and more efficiently filter and identify errors and locate 
information within the filing (e.g., by using the topic query feature). 
Thus, by facilitating the preparation and review of XBRL data, Inline 
XBRL can decrease the overall time and cost required by filers to 
comply with the existing XBRL requirements.
---------------------------------------------------------------------------

    \207\ See Inline XBRL Proposing Release, at 14293-4, nn. 155, 
156. See also note 85 above.
    \208\ Such metadata include, for example, definitions, reporting 
period information, data type, and related references.
---------------------------------------------------------------------------

    Various commenters stated that they expect Inline XBRL to result in 
a lower cost and/or greater efficiency of XBRL preparation.\209\ 
However, other commenters stated that Inline XBRL will not necessarily 
result in burden savings for filers.\210\ As the Commission noted in 
the Inline XBRL Proposing Release, the benefit of savings in ongoing 
XBRL preparation and filing costs due to Inline XBRL will be smaller 
for filers that presently rely on the integrated XBRL preparation 
approach.\211\ Nevertheless, such filers may realize small time savings 
and/or efficiencies in the filing process from Inline XBRL.\212\ 
Additionally, because Inline XBRL gives the preparer full control over 
the presentation of filer disclosures, those filers that currently 
choose XBRL tags so that the data looks similar to the HTML document 
when rendered by software into a human-readable presentation will have 
less of an incentive to do so because Inline XBRL will embed XBRL tags 
into the HTML document.\213\ It is challenging to quantify potential 
gains in the effectiveness and efficiency of the filing preparation 
process and the resulting reductions in the ongoing cost of compliance 
with the XBRL requirements due to data limitations and variation in 
filer circumstances. However, for purposes of the Paperwork Reduction 
Act of 1995 (``PRA''),\214\ we continue to estimate that the average 
burden of XBRL preparation will decrease slightly after the initial 
transition to Inline XBRL and the average annual external cost of XBRL 
preparation will increase slightly.\215\ We recognize that individual 
filers' costs and cost savings from Inline XBRL may vary for a number 
of reasons, including the filer's and the filing agent's experience 
with Inline XBRL.
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    \209\ See note 85 above.
    \210\ See, e.g., letters from ICI I (regarding risk/return 
summaries) and Pergamit.
    \211\ See Inline XBRL Proposing Release, at 14294.
    \212\ Software vendors and filing agents that currently use the 
integrated XBRL preparation approach, combining the processes of 
creating interactive data tags and an HTML document, cannot 
presently take full advantage of the resulting efficiency because of 
current requirements. At present, filing agents and/or filers that 
use integrated XBRL solutions must expend the effort, albeit 
minimal, to split out the interactive data and save it to a separate 
instance document for filing.
    \213\ See also note 89 above and accompanying text.
    \214\ 44 U.S.C. 3501 et seq.
    \215\ See Section V.C.1 below. Compared to the existing XBRL 
requirements for operating companies, the annual internal burden per 
filer for Inline XBRL filers is expected to be approximately 1 hour 
lower in the first year (1 response x (8 - 2) hours + 3.5 responses 
x ( - 2) hours) and 9 hours lower after the first year (4.5 
responses x ( - 2) hours); the annual external cost per filer for 
Inline XBRL filers is expected to be approximately $22.50 higher, 
beginning in the first year (4.5 responses x $5).
    Compared to the existing XBRL requirements for funds, the annual 
internal burden per filer for Inline XBRL filers is expected to be 
approximately 3.32 hours higher in the first year (1 response x (4 - 
0.5) hours + 0.36 responses x (- 0.5) hours) and 0.68 hours lower 
after the first year (1.36 responses x (- 0.5) hours); the annual 
external cost per filer for Inline XBRL filers is expected to be 
approximately $10 higher, beginning in the first year.
---------------------------------------------------------------------------

    The use of Inline XBRL may also improve XBRL data quality and thus 
potentially benefit data users. When XBRL is embedded directly into the 
HTML document, the filer prepares and reviews a single document, rather 
than separate documents--as is the case with the current reporting 
requirement--which should enable a reduction in data errors, 
particularly for those filers that currently use the standalone XBRL 
preparation approach.\216\ Further, filers or filing agents can use 
review tools like the open source Inline XBRL Viewer to more readily 
filter and identify errors. To the extent that Inline XBRL technology 
can reduce the rate of XBRL errors that are not detected by filers with 
the current XBRL filing practices and technology, Inline XBRL could 
incrementally improve XBRL data quality, which could potentially 
benefit data users.\217\ Additionally, since Inline XBRL filers will 
have less of an

[[Page 40862]]

incentive to create custom XBRL tags solely to mimic the appearance of 
an HTML filing, Inline XBRL could increase the ability of investors, 
other market participants, and other data users to compare information 
across filers for those filers that currently engage in such tagging 
practices.\218\
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    \216\ See Inline XBRL Proposing Release, at 14288, n. 83 and at 
14293-4, n. 155. Filers that do not currently use an integrated 
approach may achieve greater benefits in data quality and efficiency 
from the more integrated process that Inline XBRL offers. See notes 
117-119 above (discussing the use of a standalone approach by fund 
filers).
    \217\ Existing format requirements for Interactive Data Files 
include the element accuracy requirement, which provides that each 
data element (i.e., all text, line item names, monetary values, 
percentages, numbers, dates, and other labels) contained in the 
Interactive Data File must reflect the same information in the 
corresponding data in the Related Official Filing. See Rule 
405(c)(1)(i) of Regulation S-T.
    We also note that the incremental effects of Inline XBRL on the 
reduction in XBRL errors will be smaller if other ongoing 
initiatives continue to reduce XBRL data errors. For example, the 
XBRL US Data Quality Committee periodically publishes guidance and 
validation rules to help public companies detect inconsistencies or 
errors in their XBRL-formatted financial data, such as incorrect 
negative values, improper relationships between elements, and 
incorrect dates associated with certain data. See https://xbrl.us/data-quality/rules-guidance/ (retrieved Jun. 20, 2018).
    \218\ See notes 89 and 213 above and accompanying text.
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    A number of commenters stated that Inline XBRL could result in an 
improvement in XBRL data quality and a potential decrease in XBRL 
errors.\219\ However, several commenters stated that Inline XBRL by 
itself will not improve data quality since the change in the format 
does not affect the nature of tagging or the filer's ability to select 
inappropriate custom tags.\220\ As the Commission stated in the Inline 
XBRL Proposing Release, because the amendments do not modify the scope 
and substance of existing XBRL requirements or the categories of filers 
subject to the requirements, the improvement in data quality and the 
overall economic benefits incremental to Inline XBRL likely will be 
smaller than the benefits of the XBRL requirements more generally.\221\ 
The Commission also noted that Inline XBRL filers may continue to use 
custom tags to represent certain company-specific data after the switch 
to Inline XBRL.\222\ Therefore, while Inline XBRL and tools such as the 
Inline XBRL Viewer facilitate review and detection of certain re-keying 
errors, they will not resolve all XBRL data quality issues. A review of 
a sample of voluntary Inline XBRL filings pursuant to the Exemptive 
Order suggests that some XBRL data quality issues may remain for a 
minority of filers. However, the experience of a relatively small 
number of voluntary filers may not be representative of all filers 
subject to the amendments, particularly given that the Exemptive Order 
only extended to operating companies and that most voluntary filers 
already use integrated software, thus their transition to Inline XBRL 
likely entailed minimal changes to XBRL preparation workflow and a 
resulting minor data quality impact.
---------------------------------------------------------------------------

    \219\ See note 86 above.
    \220\ See, e.g., letters from EY, TagniFi, and Workiva I 
(regarding financial statement information).
    \221\ See Inline XBRL Proposing Release, at 14295.
    \222\ Id.
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    Several commenters indicated that Inline XBRL would not result in 
significant improvements in risk/return summary XBRL data quality 
because there is little evidence of issues with the quality of risk/
return summary XBRL data today.\223\ We acknowledge that data quality 
benefits may be more modest for funds than for operating companies, in 
part due to greater standardization of risk/return summary XBRL 
data.\224\ However, we understand that funds can also experience data 
quality issues in compiling separate XBRL risk/return summary 
files.\225\
---------------------------------------------------------------------------

    \223\ See note 107 above.
    \224\ See also Inline XBRL Proposing Release, at 14287.
    \225\ See Inline XBRL Proposing Release, at 14294-14295. See 
also note 216 above and accompanying text.
---------------------------------------------------------------------------

    Overall, we continue to believe that the benefits of potential 
reduction in certain errors from Inline XBRL, although incremental, may 
generally contribute to future improvements in XBRL data quality, 
especially when used in conjunction with tools such as the Inline XBRL 
Viewer.\226\
---------------------------------------------------------------------------

    \226\ The Inline XBRL Viewer can enable a faster review and 
detection of certain data quality errors because of its data filter 
functions, such as sorting amounts entered as negative values in 
Inline XBRL filings.
---------------------------------------------------------------------------

    Inline XBRL could also enhance how users view XBRL data related to 
Commission disclosures. Several commenters stated that Inline XBRL will 
contribute to greater usability and transparency of XBRL data for 
investors and other data users.\227\ With Inline XBRL, the EDGAR system 
enables users to view information about the reported XBRL data embedded 
in Inline XBRL filings on the Commission's website, using any recent 
standard Internet browser, without the need to access a separate 
document. With this feature, when a user views a filing submitted in 
Inline XBRL on EDGAR, the user will be able to see tags and the related 
metadata while viewing the HTML document. These Inline XBRL features 
can provide the benefit of greater context and information to 
investors. The software enabling this feature has been made freely 
available in an effort to facilitate the creation of cost-effective 
Inline XBRL viewers and analytical products.\228\ Moreover, despite the 
limited number of Inline XBRL filings so far, we have observed 
enhancements that the public has made to the Inline XBRL Viewer to 
improve analysis of Inline XBRL data, which may improve the usability 
of the data.
---------------------------------------------------------------------------

    \227\ See notes 87-88 above.
    \228\ See https://www.sec.gov/structureddata/edgarvalandrender 
(retrieved Jun. 20, 2018).
---------------------------------------------------------------------------

    With respect to funds, the benefit of increased usability of risk/
return summary XBRL data is expected to be further enhanced when 
combined with the elimination of the 15 business day filing period for 
risk/return summary XBRL information, which will make XBRL data 
available to investors and other data users more quickly.
    To the extent that the use of Inline XBRL results in an improvement 
in XBRL data quality and usability, and thus in increased use of XBRL 
data by investors, market participants, and other data users, we expect 
the benefits associated with XBRL in general to be enhanced. As the 
Commission stated in the 2009 Financial Statement Information Adopting 
Release and 2009 Risk/Return Summary Adopting Release, the availability 
of information in XBRL enables investors and other data users to 
capture and analyze that information more quickly and at a lower cost, 
as well as to search and analyze the information dynamically; 
facilitates comparison of information across filers and reporting 
periods; and leads to better-informed investment decisions and 
potential gains in the efficiency of capital formation and allocation, 
through a reduction in the information barriers faced by investors or 
costs of collecting and analyzing disclosures.\229\ We lack the ability 
to quantify the incremental contribution of Inline XBRL to potential 
increases in the use of XBRL data and the broader economic benefits of 
XBRL. We anticipate that the effect will depend on several factors, 
including the extent of improvements in XBRL data quality and usability 
following the transition to Inline XBRL; changes in XBRL data use by 
investors, other market participants, and other data users; and 
technological innovation in XBRL preparation and analytics solutions.
---------------------------------------------------------------------------

    \229\ See 2009 Financial Statement Information Adopting Release, 
at 6777, 6807-6808; 2009 Risk/Return Summary Adopting Release, at 
7766-7768.
---------------------------------------------------------------------------

ii. Costs
    The Inline XBRL requirement may impose costs on filers, XBRL 
preparation software vendors, filing agents, and data users.
    We expect that the initial transition to Inline XBRL could result 
in a cost to filers. Filers may switch to Inline XBRL either by using 
Inline XBRL enabled preparation software that they develop or license 
or by obtaining Inline XBRL preparation services from a third-party 
service provider (filing agent). Filers that rely on filing agents for 
XBRL preparation may incur an incremental cost of Inline XBRL upgrades 
(to the extent that the cost incurred by filing agents is passed on to 
filers). Filers that prepare XBRL filings in-house will need to replace 
or update their XBRL

[[Page 40863]]

preparation software with versions that include Inline XBRL 
capabilities. We expect such costs to be lower if there is more 
competition among filing agents and software vendors that offer Inline 
XBRL capabilities. Filers also may incur an internal cost to train 
their personnel to use Inline XBRL and to comply with the Inline XBRL 
requirements.
    Filers that use software that is already enabled for Inline XBRL or 
that can readily be modified to accommodate the Inline XBRL format, as 
well as filers that use filing agents that use such software, are 
expected to incur a minimal transition cost. In particular, for filers 
and filing agents that rely on integrated XBRL filing solutions, filing 
in Inline XBRL could require only a very minor adjustment to the filing 
process, similar to choosing the format in which the file will be saved 
out of several available formats. Conversely, filers and filing agents 
using a standalone approach will require greater changes to their 
workflow. Several commenters expressed concerns about a lack of 
software vendor readiness and a greater than anticipated burden of 
initial transition.\230\
---------------------------------------------------------------------------

    \230\ See notes 101, 115, 117-118, and 162 above.
---------------------------------------------------------------------------

    Some operating company filers have demonstrated the Inline XBRL 
capability through electing to voluntarily file in Inline XBRL pursuant 
to the Exemptive Order.\231\ In addition, a number of XBRL software 
vendors and filing agents involved in XBRL preparation for a 
significant share of the U.S. XBRL market have developed or indicated 
plans to offer Inline XBRL capabilities.\232\ One commenter stated that 
``[m]any vendors today already have Inline XBRL capabilities or have 
development underway'' to incorporate this capability into their tools. 
\233\ The commenter also stated that, at the latest, all of its vendor 
members will be ready to file using Inline XBRL by the second quarter 
of 2019, which is compatible with the compliance date for the first 
operating company phase-in category.\234\ Another commenter stated that 
``[m]ost providers either have Inline XBRL capabilities or will have it 
soon'' and that ``[t]he cost of switching to providing Inline XBRL is 
not significant enough to cause a competitive change in the 
marketplace.'' \235\ Several XBRL vendors indicated in their comment 
letters that they have Inline XBRL capabilities.\236\
---------------------------------------------------------------------------

    \231\ See Section II.B.2 above. Funds are not eligible to 
voluntarily file in Inline XBRL under the Exemptive Order.
    \232\ See note 62 above.
    \233\ See letter from XBRL US.
    \234\ Id.
    \235\ See letter from Merrill.
    \236\ See, e.g., letters from ACI, IRIS, and Workiva I.
---------------------------------------------------------------------------

    Further, the experience of operating company filers electing to 
make voluntary Inline XBRL submissions pursuant to the Exemptive Order 
suggests that filers have not incurred a significant change in external 
preparation costs. However, this inference is based on a relatively 
small number of operating company filers, most of which already use 
integrated XBRL software. Thus their change in costs may not be 
representative of the overall population of filers subject to the 
amendments.
    Although we recognize the likelihood of relatively greater initial 
costs being incurred by filers that do not use such software or such 
filing agents, we believe that, as a general matter, the overall cost 
of initial transition to Inline XBRL technology will be relatively 
small. In particular, we expect this to be the case because the 
amendments do not modify the substance of the XBRL requirements and 
thus do not affect the process of selecting tags from the taxonomy for 
the required disclosures (the disclosure mapping process that precedes 
the creation of the XBRL submission accounts for the overwhelming 
majority of the XBRL preparation time and cost). The creation of the 
Inline XBRL document will occur after the mapping of company 
disclosures to the taxonomy is completed and will consist largely of a 
software function, which could include a broad range of file formats 
(e.g., HTML, PDF, XBRL, and Inline XBRL).
    Inline XBRL cannot be used with the ASCII format. Thus, filers that 
prepare the Related Official Filing in the ASCII format will incur 
additional costs of switching to HTML, and any fixed costs of such a 
change will have a relatively greater effect on smaller entities.\237\ 
We continue to believe that such costs will be minimal. First, 
relatively few filers presently use the ASCII format and therefore only 
those few filers will need to incur the cost of switching to HTML as a 
result of the amendments. On March 1, 2017, the Commission adopted 
amendments to require the use of the HTML format for registration 
statements and periodic and current reports that are subject to the 
exhibit requirements under Item 601 of Regulation S-K and for Forms F-
10 and 20-F.\238\ As of September 1, 2018, all registrants will be 
required to comply with those amendments.\239\ While those amendments 
excluded some operating company filings that will be subject to Inline 
XBRL requirements, in particular, Form 6-K and Form 40-F filings, in 
practice almost no such filings are presently filed in the ASCII 
format.\240\ Similarly, a relatively small proportion of fund filings 
is filed in the ASCII format.\241\ Second, the average costs of 
switching from ASCII to HTML will be small because the software tools 
to prepare and file documents in HTML are widely used and the 
incremental cost of HTML features is minimal.\242\ Additionally, the 
phase-in of the Inline XBRL requirements is expected to partly mitigate 
the impact on smaller ASCII filers by giving them more time to adjust.
---------------------------------------------------------------------------

    \237\ See Inline XBRL Proposing Release, at 14288-14289.
    \238\ See Release No. 33-10322 (Mar. 1, 2017) [82 FR 14130].
    On October 11, 2017, the Commission proposed amendments that 
would similarly require funds to file in HTML format registration 
statements and reports that include exhibits. See Release No. 33-
10425 (Oct. 11, 2017) [82 FR 50988] (``FAST Act Proposing 
Release'').
    \239\ The requirements were effective September 1, 2017, 
although smaller reporting companies and nonaccelerated filers need 
not comply until September 1, 2018.
    \240\ We have identified approximately 0.1% of filings in ASCII 
format among Forms 6-K filed in 2017. We have not identified filings 
in ASCII format among Forms 40-F filed in 2017.
    \241\ In 2016, approximately 2.6% of Form N-1A filings, 4.9% of 
amendments filed under Rule 485(a), 14.1% of amendments filed under 
Rule 485(b), and 5.5% of filings under Rule 497 were in the ASCII 
format, as shown by staff analysis of EDGAR filings.
     On October 11, 2017, the Commission proposed amendments that 
would similarly require funds to file in HTML format registration 
statements and reports that include exhibits. See FAST Act Proposing 
Release.
    \242\ See Inline XBRL Proposing Release, at 14289.
---------------------------------------------------------------------------

    While we expect that filers will continue to incur ongoing costs of 
compliance with the XBRL requirements,\243\ we do not expect those 
ongoing costs to increase appreciably due to Inline XBRL. For most 
filers, we anticipate that the transition to Inline XBRL will, over 
time, somewhat reduce the ongoing costs of compliance with the XBRL 
requirements, as discussed in greater detail in Section V.C below. For 
purposes of the PRA, we continue to estimate that the average filer 
will incur a one-time increase in in-house personnel time to transition 
to Inline XBRL and a slight increase in the annual external cost of 
XBRL preparation. After the initial transition to Inline XBRL, we 
estimate that the average filer will experience a small decrease in the 
in-house personnel time required to comply with XBRL

[[Page 40864]]

requirements.\244\ While the incremental initial and ongoing costs of 
Inline XBRL are not expected to be significant for the average filer, 
such costs for individual filers may vary due to filer circumstances, 
including their familiarity with Inline XBRL and the XBRL preparation 
solution used by the filer or its filing agent.
---------------------------------------------------------------------------

    \243\ See 2009 Financial Statement Information Adopting Release, 
at 6800-6802, 6804-6806.
    \244\ See Section V.C below.
---------------------------------------------------------------------------

    Further, the European Securities and Markets Authority has recently 
adopted a requirement for issuers that are listed on European Union 
(EU) regulated markets and that prepare their annual financial reports 
in accordance with IFRS to use the Inline XBRL format beginning on 
January 1, 2020.\245\ Under the amendments, FPIs that prepare their 
financial statements in accordance with IFRS as issued by the IASB will 
be required to comply with the Inline XBRL requirements for financial 
statements for periods ending on or after June 15, 2021. Thus, the 
incremental burden of transition to Inline XBRL under the amendments 
for FPIs filing IFRS financial reports with the EU market regulators is 
expected to be minimal.
---------------------------------------------------------------------------

    \245\ See https://www.esma.europa.eu/policy-activities/corporate-disclosure/european-single-electronic-format (retrieved 
Jun. 20, 2018).
---------------------------------------------------------------------------

    We note that some filers may incur an increased burden if their 
filings contain a major technical error in the XBRL data. In 
particular, currently, when there is a major technical error in the 
XBRL data submitted in an exhibit, the EDGAR validation system causes 
the exhibit to be removed from the submission, but the submission as a 
whole is not suspended.\246\ With the Inline XBRL format, the EDGAR 
validation system will typically suspend a filing that contains any 
major technical error in the Interactive Data File, which will require 
the filing to be revised before it can be accepted by EDGAR.\247\ Based 
on staff observations, very few XBRL exhibits are removed by the EDGAR 
system due to such major technical errors, in part, because filers and 
filing agents routinely use tools, including ones that the Commission 
makes available, to help identify and correct technical errors prior to 
EDGAR filing.\248\ Because similar validation tools will be available 
to Inline XBRL filers, we believe that such suspensions should be rare 
for Inline XBRL filers.
---------------------------------------------------------------------------

    \246\ During filing and validation, the EDGAR Renderer creates 
error and warning messages when issues with the XBRL data are 
identified. Certain errors will result in the XBRL exhibits being 
``stripped'' from a filing, although the rest of the filing is 
accepted in EDGAR.
    \247\ In some cases, a major technical error in the Interactive 
Data File would instead cause the XBRL content to be removed from 
the submission, but in that case the submission as a whole would not 
be suspended.
    \248\ To assist with XBRL filing, the Commission has made 
available for download certain tools, such as the Previewer and 
Interactive Data Test Suite, that filers can use with their own 
systems to test XBRL submissions prior to EDGAR filing. See https://www.sec.gov/structureddata/edgarvalandrender and https://www.sec.gov/structureddata/interactive-data-test-suite (retrieved 
Jun. 20, 2018).
---------------------------------------------------------------------------

    The Commission did not propose and is not making changes with 
respect to application of officer certifications or auditor assurance 
requirements to XBRL data.\249\ In response to commenters' suggestions, 
we are reiterating that the change from the XBRL format to the Inline 
XBRL format does not affect our existing positions with respect to 
those requirements. Therefore, we do not anticipate changes in audit 
fees or other filer costs relative to the baseline stemming from 
officer certifications or auditor assurance. One commenter stated that 
the use of Inline XBRL might result in an increase in the rate of 
voluntary use of auditor assurance.\250\ While we acknowledge this 
possibility, we lack the information necessary to quantify the 
magnitude of such a potential effect.
---------------------------------------------------------------------------

    \249\ See note 98 above.
    \250\ See AICPA (stating that ``going forward, to provide 
investors additional confidence in the iXBRL formatted information, 
audit committees are likely to request that auditors perform a 
separate attestation engagement to provide an opinion on the 
accuracy and consistency of the XBRL formatted information, and 
issue a report . . .''). See also note 100 above and accompanying 
text.
---------------------------------------------------------------------------

    Changes to the XBRL format may affect XBRL preparation software 
vendors and filing agents, and some of the transition costs incurred by 
software vendors and filing agents from Inline XBRL may be passed on to 
filers. Various commenters stated that the effect of the amendments on 
software vendors and filing agents will be small,\251\ while some 
commenters expressed concern about vendor readiness.\252\ As the 
Commission stated in the Inline XBRL Proposing Release, we recognize 
that XBRL preparation software vendors and filing agents that do not 
already use Inline XBRL would have to expend resources to transition to 
Inline XBRL, including upgrading or replacing software and training 
staff. Initially, software vendors and filing agents that cannot 
readily implement Inline XBRL, particularly smaller vendors, will be at 
a competitive disadvantage. Transition costs could be partly mitigated 
by the availability of the royalty-free Inline XBRL specification and 
transformation registry, which defines how the values of facts that 
appear in HTML documents are converted to the required data types for 
XBRL.\253\ Transition costs may also be lower for software vendors or 
filing agents that have experience with Inline XBRL in other 
jurisdictions.\254\
---------------------------------------------------------------------------

    \251\ See notes 231-236 above and accompanying text.
    \252\ See note 230 above.
    \253\ See note 78 above.
    \254\ For example, Inline XBRL is used in the UK (https://www.gov.uk/government/publications/xbrl-tagging-when-what-and-how-to-tag); Australia (https://asic.gov.au/about-asic/media-centre/find-a-media-release/2015-releases/15-104mr-asic-introduces-format-for-improved-communication-of-financial-information/); Ireland 
(https://www.revenue.ie/en/companies-and-charities/submitting-financial-statements/who-must-submit-financial-statements-in-ixbrl.aspx); South Africa (https://www.xbrl.org/news/progress-in-the-cipc-implementation-of-xbrl/); Denmark and Japan (https://www.xbrl.org/the-standard/why/who-else-uses-xbrl/) (retrieved Jun. 
20, 2018). Specific disclosure requirements differ from those in the 
United States. See also note 245 above.
---------------------------------------------------------------------------

    The phase-in incorporated in the amendments is expected to give 
software vendors and filing agents time to develop and update software 
in ways that minimize transition costs. It is also possible that the 
ongoing costs of Inline XBRL preparation solutions will go down over 
time, including for filers in later phase-in categories, as Inline XBRL 
solutions become more widespread in the XBRL preparation industry.
    Data users may incur a cost to modify their XBRL extraction 
software or algorithms to accommodate Inline XBRL (e.g., to download 
files from a different URL, to use different filenames, or to parse 
XBRL information from a different file format). Although we do not have 
sufficient information to quantify the costs to data users of a change 
from the XBRL format to the Inline XBRL format, we believe that such 
costs are likely to be minimal because the amendments do not affect the 
taxonomy or the scope of the information required to be tagged. 
Additionally, we have made freely available to the public the software 
enabling users to view information about the reported XBRL data 
contained in embedded tags and to extract XBRL data, in an effort to 
facilitate the creation of cost-effective Inline XBRL viewers and 
analytical products.\255\ For most data users that previously processed 
either XBRL instance documents or HTML documents, the slight increase 
in processing times due to the potentially larger size of the Inline 
XBRL document is unlikely to be a significant limitation in light of 
the advanced state of existing computing technology and internet 
connectivity

[[Page 40865]]

speeds. Several commenters stated that they either already have the 
capability to use Inline XBRL data or that XBRL data users will incur 
minimal costs to transition from XBRL to Inline XBRL.\256\
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    \255\ See https://www.sec.gov/structureddata/edgarval9landrender 
(retrieved Jun. 20, 2018) and http://arelle.org/download/ (retrieved 
Jun. 20, 2018).
    \256\ See, e.g., letters from XBRL US (stating that it ``held 
informal discussions with several of these organizations ranging 
from startup companies . . . to large established organizations . . 
.'' and that ``[t]hese organizations, which today use XBRL-formatted 
US corporate data, indicated that extracting data from Inline XBRL 
is the same as extracting data from conventional XBRL files. Several 
indicated that they have already begun to use Inline XBRL given its 
availability in other non-US markets. Of these, the cost to do so 
was minimal, requiring zero to little change to their current 
process.''); TagniFi (stating that it has used XBRL to collect and 
standardize financial statement data for more than 6,000 companies 
representing over 99% of the U.S. market capitalization, using 
approximately 140,000 XBRL filings since 2009 and further stating 
that it has used Inline XBRL financial data since June 2016); 
Octachoron (stating that ``[t]he technologies we have developed to 
build and manipulate individual company information, compare filings 
across time and across sectors, and compile market-wide statistical 
analysis, would in principle be unaffected by a change to Inline 
XBRL filing.''); and Morningstar (stating that ``[i]n our 
experience, it will be a relatively seamless transition from XBRL to 
Inline XBRL because the technology is sufficiently developed.'').
---------------------------------------------------------------------------

b. Timing of Submission of Interactive Data File
    The Commission did not propose, and is not adopting, changes to the 
timing of the required submission of the financial statement 
information XBRL data. Thus, no economic effects are expected relative 
to the baseline.
    The Commission proposed to permit funds to submit Interactive Data 
Files concurrently with certain post-effective amendments to 
registration statements under Rule 485(b), which was supported by one 
commenter,\257\ with no commenters opposing the proposed change. As 
proposed, we are permitting filers to file risk/return summary 
information Interactive Data File concurrently with certain post-
effective amendments under Rule 485(b). We continue to believe, as the 
Commission stated in the Inline XBRL Proposing Release, that this 
change may help facilitate efficiencies in the post-effective amendment 
filing process and result in small savings in compliance costs for some 
fund filers, and no commenters disagreed with our analysis.
---------------------------------------------------------------------------

    \257\ See note 128 above.
---------------------------------------------------------------------------

    We are eliminating the current 15 business day filing period for 
the submission of risk/return summary XBRL data, as proposed. We 
continue to believe that eliminating the 15 business day filing period 
will significantly benefit investors, other market participants, and 
other data users by ensuring timely availability of risk/return summary 
XBRL information. The more timely availability of risk/return summary 
XBRL information is expected to reduce the time that investors, other 
market participants, and other data users require to extract risk/
return summary information from filings and to facilitate aggregation, 
analysis, and comparisons of risk/return summary information across 
funds. Eliminating this period will remove the need for manual 
extraction of this information from HTML or ASCII files and make 
important fund fee, return, and risk information contained in the risk/
return summary freely available to investors more quickly than it is 
today. As indicated by commenters that supported the proposed change, 
XBRL data users currently face a delay in the availability of risk/
return summary XBRL data relative to risk/return summary information 
filed in HTML, which for some users has rendered the XBRL data less 
useful.\258\
---------------------------------------------------------------------------

    \258\ See notes 130 and 143 above and accompanying and following 
text.
---------------------------------------------------------------------------

    To the extent that having risk/return summary information available 
in the XBRL format in a timely manner enhances the ability of 
investors, either directly or through third parties such as data 
aggregators, to perform aggregation, analysis, and comparison of 
information about funds, the amendments may facilitate better informed 
investment decisions, increase competition among funds for investor 
capital, and improve the efficiency of capital allocation. To the 
extent that more timely information on fund fees, returns, and risks 
becomes available to investors through these tools, fund complexes may 
benefit as well if greater investor awareness of risk/return 
information helps funds attract investors. We understand many fund 
complexes urge these third parties to provide fund information and 
analysis to investors as quickly as possible (and well in advance of 15 
business days) for these reasons. We acknowledge that these benefits 
will be limited, to the extent that investors currently can efficiently 
obtain timely information about fund performance and risks from other 
sources, such as the Related Official Filing, fund websites, or third 
parties. Two commenters stated that tagged risk/return summary 
information would not be valuable because the information is historical 
and is not as timely as the performance information investors may 
obtain from other sources.\259\ However, to the extent that risk/return 
summary information in a registration statement is generally valuable 
to investors, timely availability of the same information in XBRL 
format should enhance its value by enabling more efficient aggregation, 
analysis, and comparison of that information across funds and time 
periods.
---------------------------------------------------------------------------

    \259\ See letters from Federated II and ICI II.
---------------------------------------------------------------------------

    As the Commission stated in the Inline XBRL Proposing Release, we 
recognize that eliminating the 15-day period will reduce the 
flexibility with respect to the timing of preparing and reviewing XBRL 
data that is presently afforded to fund filers.\260\ We also recognize 
that most fund filers currently rely on this flexibility to submit XBRL 
data after the post-effective amendment or form of prospectus to which 
it relates and that its elimination could increase XBRL compliance 
costs for fund filers and their filing agents (that may pass these 
costs on to filers) as they adjust their workflows. Consistent with 
this analysis, several commenters noted that funds currently rely on 
the flexibility afforded by the XBRL filing period to prepare and 
review XBRL data and resolve any technical issues with XBRL tagging and 
that the removal of the filing period would cause funds to incur costs 
to change current workflows.\261\ However, the Inline XBRL format 
required under the amendments involves embedding tags into the filing 
itself, which reduces the relevance of preserving the 15 business day 
filing period.
---------------------------------------------------------------------------

    \260\ See Inline XBRL Proposing Release, at 14297.
    \261\ See letters from Federated I and II; ICI I and II; and 
USBFS.
---------------------------------------------------------------------------

    Based on input from commenters,\262\ we also understand that 
certain funds currently file the Related Official Filing for forms of 
prospectuses early in order to be able to combine the mailing of annual 
reports and prospectuses. If these funds wish to continue combining 
these mailings, the elimination of the 15 business day XBRL filing 
period may require changes to XBRL preparation workflow to ensure that 
risk/return summary XBRL data is prepared for filing earlier than it is 
currently prepared, potentially leading to additional costs. 
Alternatively, funds that do not implement these workflow changes will 
incur additional mailing costs if they file forms of prospectuses with 
XBRL data at a later date and, as a result, mail them separately from 
the annual reports.\263\ Workflow changes to prepare risk/return 
summary XBRL data at the same time as the Related Official Filing of 
the form of prospectus will be most pronounced for funds that

[[Page 40866]]

currently prepare XBRL data separately, after preparing the Related 
Official Filing.
---------------------------------------------------------------------------

    \262\ See note 137 above and accompanying text.
    \263\ See letters from ICI I and II and Federated I and II. One 
of these commenters estimated the additional mailing costs of 
sending the prospectuses separately at approximately $1.5 million 
per year. See letter from Federated II.
---------------------------------------------------------------------------

    The Commission stated in the Inline XBRL Proposing Release that 
timely availability of free risk/return summary information in XBRL 
might reduce demand for some subscription products and services of fund 
data aggregators, to the extent that their value added is reduced by 
the timely availability of free XBRL information. However, as users of 
the data, data aggregators are likely to benefit from greater 
timeliness of risk/return summary XBRL data.\264\
---------------------------------------------------------------------------

    \264\ See, e.g., letters from Frei, Morningstar, and USBFS 
(referencing XBRL data use by data aggregators) and notes 130 and 
143 above and accompanying and following text (discussing the 
benefits of greater timeliness to data aggregators).
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c. Phase-In of Inline XBRL Requirements
    The amendments include a staggered phase-in of the Inline XBRL 
requirements for operating companies based on filer size and method of 
accounting, largely as proposed. In a change from the proposal, as 
suggested by several commenters,\265\ the amendments permit operating 
company Form 10-Q filers in each phase-in category to begin compliance 
with the Inline XBRL requirement with their first Form 10-Q for a 
fiscal period ending on or after the applicable compliance date for the 
respective phase-in category. This modification is expected to enable 
Form 10-Q filers in each phase-in category to accumulate Inline XBRL 
expertise by starting with a less complex filing and thus potentially 
facilitate the initial transition to Inline XBRL.
---------------------------------------------------------------------------

    \265\ See note 161 above.
---------------------------------------------------------------------------

    The amendments also include a staggered phase-in of the Inline XBRL 
requirements for funds based on filer size. In a change from the 
proposal, based on input from commenters, the compliance dates have 
been extended by one year to give funds additional time to implement 
workflow changes necessary to transition to Inline XBRL and elimination 
of the 15 business day filing period. This modification is expected to 
facilitate transition, particularly for filers and filing agents that 
presently lack Inline XBRL capabilities.
    The use of a phase-in defers the costs and benefits of Inline XBRL 
for some categories of filers. To the extent that the initial cost of 
transition to Inline XBRL has a fixed component that is independent of 
filer size, it will have a relatively greater effect on smaller filers. 
In light of this, under the phase-in schedule we are adopting, smaller 
filers will be given additional time to transition to Inline XBRL, 
which will defer the initial cost for small filers and partly mitigate 
the associated competitive effects. We further anticipate that late 
adopters will incur lower transition costs in absolute terms than early 
adopters. In particular, as time elapses after the initial group of 
filers adopts Inline XBRL, we expect filing agents and software vendors 
to accumulate Inline XBRL expertise and refine technological solutions 
offered to filers, which also may result in lower costs to filers. 
Furthermore, to the extent that the market for Inline XBRL preparation 
services and software becomes more competitive over time, the switching 
cost incurred by subsequent filers may be reduced.
    Similar to the proposal, the amendments will permit filers to use 
Inline XBRL before required. A high rate of such early transition to 
Inline XBRL would accelerate the economic impact of Inline XBRL.
    Until all filers adopt Inline XBRL, data users will have to 
maintain the capability to extract data in both the Inline XBRL format 
and the XBRL format, which may be incrementally costlier than using a 
single format (e.g., if all filers were required to use Inline XBRL at 
the same time and if early switching to Inline XBRL were not allowed). 
Given the very limited scope of modifications to their XBRL data 
extraction algorithms that data users are likely to need to switch to 
Inline XBRL and the public availability of open source tools to 
facilitate Inline XBRL data use, we expect this potential cost to be 
minimal. Differences in the timeliness of the availability of risk/
return summary XBRL information during the transition period may reduce 
the efficiency of the use of XBRL data for fund comparisons until the 
XBRL filing delay is eliminated for all filers.
2. Elimination of the Website Posting Requirements for Financial 
Statement Information and Risk/Return Summaries
    The elimination of the website posting requirements is expected to 
yield cost savings for filers. For purposes of the PRA, we estimate 
that the elimination of the website posting requirements will result in 
an average reduction in the annual internal burden associated with XBRL 
requirements of approximately four hours per filer per year for 
operating companies and approximately one hour per filing for 
funds.\266\ All of the commenters that addressed the proposed 
elimination of the website posting requirements supported it.\267\
---------------------------------------------------------------------------

    \266\ See Section V.C.1 below.
    \267\ See note 193 above.
---------------------------------------------------------------------------

    The elimination of the website posting requirements could impose 
costs on some data users by reducing their access to XBRL data about 
individual filers. However, commenters indicated that investors and 
other users do not generally access XBRL data from operating company or 
fund websites.\268\ Based on our experience and input from commenters, 
we continue to believe that data users can efficiently and reliably 
access XBRL filing data through EDGAR and the Commission's Really 
Simple Syndication (``RSS'') Feeds for purposes of data aggregation and 
processing and comparison of information across filers. Accordingly, we 
continue to believe that data users will incur minimal costs from the 
elimination of the website posting requirements.
---------------------------------------------------------------------------

    \268\ See, e.g., letters from Federated I (stating that ``very 
few fund shareholders currently access, or have historically 
accessed, XBRL risk/return summary information via the Funds' 
website''); USBFS (stating that it ``is not aware of any significant 
use by investors or analysts of XBRL data posted to mutual fund 
websites and believes that any firm seeking to aggregate XBRL data 
would only be able to do so efficiently from a centralized location, 
such as the Commission's EDGAR system.''); and Workiva I (stating 
that ``the need to separately post filings on corporate filer 
websites no longer exists. Investors may locate filings either by 
searching EDGAR or the Internet. This unnecessary requirement should 
be removed.'')
---------------------------------------------------------------------------

3. Termination of the 2005 XBRL Voluntary Program
    The termination of the 2005 XBRL Voluntary Program is expected to 
have negligible economic effects on filers, filing agents, and software 
vendors given continued absence of participants in the program in 
recent years. Similarly, the aggregate economic effects on data users 
of terminating the 2005 XBRL Voluntary Program will likely be 
negligible. We did not receive comments on this aspect of the proposal.
4. Alternatives
    We considered several alternatives to the amendments concerning 
timing, scope, and optionality.
    We could require Inline XBRL for all filers without a phase-
in.\269\ A faster transition to Inline XBRL on a large scale could 
accelerate the realization of efficiency and data usability and quality 
gains. However, compared to the amendments, this alternative would 
accelerate the initial compliance costs for smaller filers, potentially 
placing them at a disadvantage, as stated by various commenters that 
supported the

[[Page 40867]]

use of a phase-in to mitigate the initial transition burden on smaller 
filers, XBRL preparation software vendors, and filing agents.\270\
---------------------------------------------------------------------------

    \269\ See note 164 above (discussing two commenters that opposed 
a phase-in).
    \270\ See notes 157-158 above. Separately, several commenters 
expressed concerns about the burden of initial transition. See note 
230 above.
---------------------------------------------------------------------------

    As another alternative, we could apply a different phase-in 
schedule. For example, one commenter recommended using a phase-in with 
four groups rather than three, starting with the 500 largest 
registrants, similar to the phase-in at the outset of the financial 
statement information XBRL requirements.\271\ Another commenter 
recommended moving EGCs to the last year of the phase-in, regardless of 
accelerated filer status.\272\ The tradeoff between the costs and 
benefits of an alternative phase-in schedule depends on the number of 
affected filers, the net effect of Inline XBRL on the cost of 
compliance with XBRL requirements and the usability and quality of XBRL 
data for different categories of affected filers, the timing of the 
phase-in, and the number of early adopters. With respect to a later 
phase-in for all EGCs, the relative burden for filers of the fixed 
costs of initial transition to Inline XBRL is likely to depend on filer 
size rather than EGC status. Smaller EGC filers, which would have a 
potentially greater relative burden of initial transition, will not be 
required to comply until the fourth year after the effective date of 
the final amendments. More generally, we do not believe that further 
changes to the phase-in would result in meaningful net benefits 
relative to the amendments. A greater number of phase-in categories may 
introduce additional complexity and postpone the realization of 
benefits by data users. Moreover, the benefit of adding other phase-in 
categories to filers, XBRL preparation software vendors, and filing 
agents may be relatively incremental in light of the other steps taken 
to alleviate the potential burden of transition for those filers that 
use software or filing agents that do not presently have Inline XBRL 
capabilities.
---------------------------------------------------------------------------

    \271\ See letter from EY.
    \272\ See letter from BIO.
---------------------------------------------------------------------------

    Inline XBRL requirements for financial statement information will 
apply to all operating company filers, including SRCs,\273\ EGCs,\274\ 
and FPIs,\275\ that currently are required to submit financial 
statement information in XBRL. As an alternative, as the Commission 
discussed in the Inline XBRL Proposing Release, we could exempt one or 
more of these categories of filers from the Inline XBRL requirement or 
create a new category of exempt filers (based on size or other 
criteria). One commenter did not specifically address an exemption from 
the Inline XBRL requirement but recommended exempting EGCs, SRCs, and 
nonaccelerated filers from XBRL requirements altogether, citing 
concerns about cost.\276\ Similarly, Inline XBRL requirements for risk/
return summary information will apply to all funds that currently are 
required to submit risk/return summary information in XBRL. As an 
alternative, to address the concerns about the burden of initial 
transition to Inline XBRL for smaller filers,\277\ we could exempt 
smaller funds from the Inline XBRL requirement. To the extent that some 
filers that are currently subject to XBRL requirements would not be 
required to adopt Inline XBRL under these alternatives, the 
alternatives would likely result in smaller economic costs and benefits 
compared to the amendments. To the extent that smaller filers that do 
not currently have the Inline XBRL capability are more likely to be 
affected by the initial cost of transition to Inline XBRL, these 
alternatives would mitigate the competitive disadvantage for smaller 
filers relative to larger filers. However, compared to the amendments, 
these alternatives would likely reduce the benefits to data users 
expected from Inline XBRL. Several commenters indicated that exempting 
certain XBRL filers from Inline XBRL would diminish the benefits to 
data users and reduce economies of scale with regard to tools for 
creation and extraction of XBRL data.\278\ Further, to the extent that 
some filers would use XBRL while other filers would use Inline XBRL 
under this alternative, data users would have to maintain indefinitely 
the capabilities to extract both XBRL and Inline XBRL data, although 
the incremental cost of maintaining both sets of capabilities likely 
would be minimal.
---------------------------------------------------------------------------

    \273\ Based on staff analysis of EDGAR filings of Forms 10-K and 
10-Q, we estimate that there were approximately 2,745 filers during 
calendar year 2017 that identified themselves as SRCs. Forms 20-F 
and 40-F do not contain a checkbox to indicate SRC status. 
Concurrent with this release, the Commission is adopting amendments 
to the SRC definition, which will expand the set of companies 
eligible for SRC status. See Release No. 33-10513 (Jun. 28, 2018).
    \274\ Based on Ives Group's AuditAnalytics data, as of December 
2017, we estimate that there were approximately 1,941 filers of Form 
10-K, 20-F, or 40-F during calendar year 2017 that had at some point 
identified themselves as EGCs.
    \275\ Based on staff analysis of EDGAR filings, we estimate that 
there were approximately 745 filers of Forms 20-F and 40-F during 
calendar year 2017. The estimate excludes foreign filers that filed 
only domestic forms.
    \276\ See letter from BIO.
    \277\ See letter from USBFS.
    \278\ See note 177 above.
---------------------------------------------------------------------------

    As another alternative, we could exempt FPIs from the Inline XBRL 
requirement. Compared to the final amendments, such an alternative 
could place FPIs at a competitive advantage relative to domestic 
filers, particularly smaller domestic filers, to the extent that exempt 
filers would not incur the cost of switching to Inline XBRL. It also 
would deprive investors and other XBRL data users of the associated 
benefits of Inline XBRL.
    Under the amendments, the use of Inline XBRL will be mandatory for 
operating companies and funds. As an alternative, we could allow but 
not require the use of Inline XBRL for financial statement information 
and/or for risk/return summaries. Compared to the amendments, a 
voluntary approach could have lower costs for those filers and filing 
agents that do not believe Inline XBRL to be cost-efficient and would 
not transition to Inline XBRL.\279\ However, a voluntary approach would 
also reduce potential benefits to data users, including potential data 
quality improvements and the ability to view contextual information 
about XBRL disclosures, compared to mandatory Inline XBRL, to the 
extent that Inline XBRL use would be more widespread under a mandatory 
approach than a voluntary one. In this regard, even if Inline XBRL is 
ultimately more efficient and generates aggregate benefits for filers 
and data users, individual filers may fail to voluntarily transition to 
Inline XBRL, resulting in a lower rate of Inline XBRL use under a 
voluntary approach than under a mandatory approach. This may occur for 
several reasons. A lack of awareness of new technology and inertia are 
common hurdles to market-wide adoption in voluntary regimes. In 
addition, coordination problems, as well as the existence of network 
externalities related to the majority of filers utilizing a particular 
technology, may lower the rate of voluntary adoption. Because 
individual filers do not internalize the aggregate benefits of Inline 
XBRL to other filers and data users, from an individual filer's 
standpoint, it may be optimal to delay the one-time adjustment of 
workflow processes

[[Page 40868]]

required to transition to Inline XBRL until other filers transition to 
Inline XBRL, in order to take advantage of potential future gains in 
Inline XBRL preparation experience and reductions in Inline XBRL 
preparation cost due to economies of scale. Because the industry is 
currently utilizing a non-Inline XBRL specification, until there is an 
impetus for coordinated transition, the rate of voluntary adoption of 
Inline XBRL may remain modest.\280\ In addition, under a voluntary 
alternative, to the extent that some filers use the Inline XBRL format 
while others use the XBRL format, data users would have to maintain 
indefinitely the capabilities to extract both XBRL and Inline XBRL 
data, although we expect the incremental costs of maintaining both 
capabilities would be minimal.
---------------------------------------------------------------------------

    \279\ See note 230 above.
    \280\ See note 59 above.
---------------------------------------------------------------------------

    The amendments eliminate the 15 business day filing period for fund 
risk/return summary XBRL information. As an alternative, we could 
modify rather than eliminate the 15 business day filing period. For 
example, one commenter suggested that shortening the filing period to 
10 business days would not result in a significant burden to funds 
while another commenter suggested shortening the filing period to 7 
days.\281\ These alternatives present a tradeoff between the 
flexibility that the filing period provides and the timeliness of the 
availability of risk/return summary XBRL information to data users. 
Compared to the elimination of the XBRL filing period under the 
amendments, the alternatives of a 7- or 10-business day filing period 
would reduce the benefits to investors and other data users from 
receiving more timely information on fund expenses, risks, and returns 
in XBRL. Further, because Inline XBRL involves embedding tags into the 
HTML document, once a filer transitions to Inline XBRL, the relevance 
of preserving the separate XBRL filing period is reduced and the 
incremental benefits to the filer of an extended filing period are 
likely to be attenuated.
---------------------------------------------------------------------------

    \281\ See notes 138-139 above.
---------------------------------------------------------------------------

    The amendments eliminating the 15 business day filing period for 
funds do not change the liability provisions related to the Interactive 
Data File. As an alternative, we could temporarily modify the liability 
provisions pertaining to risk/return summary information XBRL data 
following the elimination of the 15 business day filing period, as 
suggested by one commenter.\282\ This alternative would temporarily 
reduce the costs to funds of liability for errors and omissions in 
risk/return summary information XBRL data, potentially decreasing the 
initial transition cost. However, given the extended period under the 
amendments for complying with the Inline XBRL requirement and the 
elimination of the 15 business day period, the benefit to funds from 
this alternative may be limited. Further, to the extent that this 
alternative could potentially weaken the incentives of filers to review 
XBRL data for accuracy during the temporary modified liability period, 
it could negatively impact data users.
---------------------------------------------------------------------------

    \282\ See letter from Federated II.
---------------------------------------------------------------------------

IV. Other Matters

    If any of the provisions of these rules, or the application thereof 
to any person or circumstance, is held to be invalid, such invalidity 
shall not affect other provisions or application of such provisions to 
other persons or circumstances that can be given effect without the 
invalid provision or application.

V. Paperwork Reduction Act

A. Background

    The amendments concern existing XBRL data rules that contain 
collection of information requirements within the meaning of the PRA. 
The Commission published a notice requesting comment on changes to 
these collection of information requirements in the Inline XBRL 
Proposing Release, and the Commission submitted these changes to the 
Office of Management and Budget (``OMB'') for review in accordance with 
the PRA.\283\ The titles for the affected collections of information 
are:
---------------------------------------------------------------------------

    \283\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.

    ``Interactive Data'' (OMB Control No. 3235-0645); and
    ``Mutual Fund Interactive Data'' (OMB Control No. 3235-0642).

    These collections of information require operating company and fund 
filers to submit specified information to the Commission as an exhibit 
to their current and periodic reports and registration statements and 
post it on their websites, if any, in interactive data format. The 
information required is referred to as an Interactive Data File. The 
amendments will require operating company and fund filers, on a phased 
in basis, to embed part of the Interactive Data File within an HTML 
document using Inline XBRL and include the rest in an exhibit to that 
document. The amendments also will eliminate the current website 
posting requirements.
    The primary purpose of the amendments is to improve the usefulness 
and quality of, and, over time, to decrease the cost of preparing for 
submission, certain information filers are required to submit to the 
Commission in interactive data form. Compliance with the amendments 
will be mandatory according to the phase-in schedule. Responses to the 
collections of information will not be kept confidential by the 
Commission and there is no mandatory retention period for the 
collections of information. An agency may not conduct or sponsor, and a 
person is not required to respond to, a collection of information 
requirement unless it displays a currently valid OMB control number.

B. Summary of Comment Letters and Revisions to Proposals

    In the Inline XBRL Proposing Release, the Commission requested 
comment on our PRA burden hour and cost estimates and the analysis used 
to derive such estimates. We did not receive any comments that provided 
quantitative estimates concerning our PRA analysis and burden estimates 
of the amendments. However, several commenters that specifically 
addressed risk/return summary Inline XBRL requirements stated that the 
Commission may have underestimated the burden of initial transition to 
Inline XBRL.\284\ Therefore, we are revising upward our estimate of the 
burden of initial transition to Inline XBRL for funds, as described in 
greater detail below. Further, in response to commenter concerns, we 
are modifying the compliance dates for funds and providing funds an 
additional year after the effective date of the amendments to comply 
with the Inline XBRL requirements. Therefore, we are revising the 
calculation of the average aggregate change in burden during the three-
year period after the effective date of the amendments to reflect the 
modified phase-in. The other modifications to the proposal are not 
expected to affect burden estimates for the purposes of the PRA. We 
also are revising the estimate of the number of operating company and 
fund filers to reflect more recent information.
---------------------------------------------------------------------------

    \284\ See letters from Federated I and II, ICI I and II, and 
USBFS.
---------------------------------------------------------------------------

C. Reporting and Cost Burden Estimates

1. Registration Statement and Periodic Reporting
    Form S-1 (OMB Control No. 3235-0065), Form S-3 (OMB Control No. 
3235-0073), Form S-4 (OMB Control No. 3235-0324), and Form S-11 (OMB 
Control No. 3235-0067) prescribe information that a filer must disclose 
to register certain offers and sales of

[[Page 40869]]

securities under the Securities Act. Form F-1 (OMB Control No. 3235-
0258), Form F-3 (OMB Control No. 3235-0256), Form F-4 (OMB Control No. 
3235-0325), and Form F-10 (OMB Control No. 3235-0380) prescribe 
information that an FPI must disclose to register certain offers and 
sales of securities under the Securities Act. Form 10-K (OMB Control 
No. 3235-0063) prescribes information that a filer must disclose 
annually to the market about its business. Form 10-Q (OMB Control No. 
3235-0070) prescribes information that a filer must disclose quarterly 
to the market about its business. Form 10 (OMB No. 3235-0064) 
prescribes information that a filer must disclose when registering a 
class of securities pursuant to the Exchange Act. Form 8-K (OMB No. 
3235-0060) prescribes information an issuer must disclose to the market 
upon the occurrence of certain specified events and enables an issuer 
to disclose other information voluntarily. Form 20-F (OMB Control No. 
3235-0288) and Form 40-F (OMB No. 3235-0381) are used by an FPI both to 
register a class of securities under the Exchange Act as well as to 
provide its annual report required under the Exchange Act. Form 6-K 
(OMB No. 3235-0116) prescribes information that an FPI must disclose 
regarding certain specified changes to its business and securities 
pursuant to the Exchange Act and enables an issuer to disclose other 
information voluntarily. The information required by the Interactive 
Data collection of information corresponds to specified financial 
information required by these forms.
    Form N-1A (OMB Control No. 3235-0307) is used by funds to register 
under the Investment Company Act and to offer their securities under 
the Securities Act. The information required by the Mutual Fund 
Interactive Data collection of information corresponds to specified 
risk/return summary information now required by Form N-1A and is 
required to appear in exhibits to registration statements on Form N-1A 
and Rule 497 submissions and on fund websites. Although the Mutual Fund 
Interactive Data filing requirements are included in Form N-1A, the 
Commission has separately reflected the burden for these requirements 
in the burden estimate for Mutual Fund Interactive Data and not in the 
burden for Form N-1A.
    We continue to estimate that the Inline XBRL requirement for 
financial statement information will result in an initial increase in 
the existing internal burden of XBRL requirements (56 hours per 
response) by eight hours to switch to Inline XBRL. This increase in 
burden will be borne only for the initial response that uses Inline 
XBRL. We also continue to estimate that reductions in review time will 
result in a decrease of two hours per response in the existing internal 
burden, beginning with the initial response and continuing on an 
ongoing basis.\285\ We further estimate that the average filer will 
incur a small increase in external cost of $5 per response (from $6,170 
to $6,175) on an ongoing basis, beginning in the first year of 
compliance for its phase-in category. In the Inline XBRL Proposing 
Release we estimated that there would be 38,705 responses per year by 
8,601 filers.\286\ Based on more recent information on the number of 
filers, we estimate that there will be 37,418 responses per year by 
8,315 filers.\287\ Based on the number of filers that we expect to be 
phased in during each of the first three years under the 
requirements,\288\ the number of filings that we expect those filers to 
make that will require interactive data, and the internal burden hour 
and external cost estimates per response discussed above, we estimate 
that, over the first three years of the Inline XBRL requirements, 
switching to the Inline XBRL format will decrease the aggregate average 
yearly burden of financial statement information XBRL requirements by 
20,455 hours of in-house personnel time \289\ and increase the 
aggregate average yearly cost of services of outside professionals by 
$106,640.\290\
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    \285\ Thus, for the initial response using Inline XBRL, we 
estimate that filers will experience a net increase in internal 
burden of 6 hours (8 hours-2 hours = 6 hours).
    \286\ See Inline XBRL Proposing Release, at 14301, n. 200. 8,601 
filers x 4.5 responses per filer = 38,705 responses per year.
    \287\ See note 49 above. We continue to estimate that there will 
be 4.5 responses per filer per year. 8,315 filers x 4.5 responses 
per filer = 37,418 responses.
    \288\ Based on staff analysis of Form 10-K, 10-Q, 20-F, and 40-F 
filings and amendments to them filed during calendar year 2017, 
approximately 26% of filers were large accelerated filers and 
approximately 19% of filers were accelerated filers. For purposes of 
this estimate, we assume that these percentages are representative 
of the percentages of filers in different phase-in categories.
    \289\ The first response is estimated to incur a net additional 
burden of six hours per response and the remaining responses are 
estimated to incur a net decrease in burden of two hours per 
response. The calculation below considers the aggregate average 
yearly change in internal burden incurred by each of the three 
categories of filers during the first three years of the Inline XBRL 
requirements. Filers that are phased in during year two are assumed 
to incur no change in burden during year one. Filers that are phased 
in during year three are assumed to incur no change in burden during 
years one and two.
    Filers phased in during year one: 8,315 x 26%. Average yearly 
change in internal burden per filer: [6 + (3.5 + 4.5 + 4.5) x (-2)]/
3 = -6.33 hours. Aggregate average yearly change in internal burden 
for filers phased in during year one: 8,315 x 26% x (-6.33 hours) = 
-13,685 hours.
    Filers phased in during year two: 8,315 x 19%. Average yearly 
change in internal burden per filer: [0 + 6 + (3.5 + 4.5) x (-2)]/3 
= -3.33 hours. Aggregate average yearly change in internal burden 
for filers phased in during year two: 8,315 x 19% x (-3.33 hours) = 
-5,261 hours.
    Filers phased in during year three: 8,315 x 55%. Average yearly 
change in internal burden per filer: [0 + 0 + 6 + 3.5 x (-2)]/3 = -
0.33 hours. Aggregate average yearly change in internal burden for 
filers phased in during year three: 8,315 x 55% x (-0.33 hours) = -
1,509 hours.
    Aggregate average yearly change in internal burden: -13,685-
5,261-1,509 = -20,455 hours.
    \290\ Filers are estimated to incur an additional $5 per 
response beginning with the first year of compliance for their 
phase-in category. The calculation below considers the aggregate 
average yearly change in external cost incurred by each of the three 
categories of filers during the first three years of the Inline XBRL 
requirements. Filers that are phased in during year two are assumed 
to incur no change in external cost during year one. Filers that are 
phased in during year three are assumed to incur no change in 
external cost during years one and two.
    Filers phased in during year one: 8,315 x 26%. Average yearly 
change in external cost per filer: [$5 x 3 x 4.5]/3 = $22.50. 
Aggregate average yearly change in external cost for filers phased 
in during year one: 8,315 x 26% x $22.50 = $48,643.
    Filers phased in during year two: 8,315 x 19%. Average yearly 
change in external cost per filer: [$0 + $5 x 2 x 4.5]/3 = $15.00. 
Aggregate average yearly change in external cost for filers phased 
in during year two: 8,315 x 19% x $15.00 = $23,698.
    Filers phased in during year three: 8,315 x 55%. Average yearly 
change in external cost per filer: [$0 + $0 + $5 x 4.5]/3 = $7.50. 
Aggregate average yearly change in external cost for filers phased 
in during year three: 8,315 x 55% x $7.50 = $34,299.
    Aggregate average yearly change in external cost: $48,643 + 
$23,698 + $34,299 = $106,640.
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    The elimination of the website posting requirement also is expected 
to reduce the paperwork burden of the financial statement information 
XBRL requirements. The Commission previously estimated that operating 
companies would incur an average of approximately four burden hours per 
filer per year to post interactive data to their websites. Based on the 
updated estimate of 8,315 filers, we estimate that the elimination of 
the website posting requirement will decrease the aggregate average 
yearly burden on operating company filers by 33,260 hours.\291\
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    \291\ 8,315 x (-4) = -33,260 hours.
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    The Commission previously estimated the aggregate average yearly 
burden of the existing XBRL requirements for operating companies as 
2,167,480 hours of in-house personnel time \292\ and $238,809,850 in 
the cost of services of outside professionals.\293\ Using more recent 
information on the number of filers, the aggregate average yearly 
burden of the existing XBRL

[[Page 40870]]

requirements for operating companies would be 2,095,408 hours of in-
house personnel time \294\ and $230,869,060 in the cost of services of 
outside professionals.\295\ We estimate that in the first three years 
of the Inline XBRL requirements, the aggregate average yearly burden of 
XBRL requirements for operating companies will be 2,041,693 hours of 
in-house personnel time \296\ and $230,975,700 in the cost of services 
of outside professionals,\297\ which represents a decrease of 53,715 
hours of in-house personnel time \298\ and an increase of $106,640 in 
the cost of services of outside professionals,\299\ or a decrease of 
6.46 hours of in-house personnel time per filer \300\ and an increase 
of $12.83 in the cost of services of outside professionals per 
filer.\301\
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    \292\ 8,601 x 4.5 = 38,705 responses. 38,705 responses x 56 
hours per response = 2,167,480 hours.
    \293\ 8,601 x 4.5 = 38,705 responses. 38,705 responses x $6,170 
per response = $238,809,850.
    \294\ 8,315 x 4.5 = 37,418 responses. 37,418 responses x 56 
hours per response = 2,095,408 hours.
    \295\ 8,315 x 4.5 = 37,418 responses. 37,418 responses x $6,170 
per response = $230,869,060.
    \296\ 2,095,408-53,715 = 2,041,693 hours. See note 294 above and 
note 298 below.
    \297\ $230,869,060 + $106,640 = $230,975,700. See notes 290 and 
295 above.
    \298\ -20,455-33,260 = -53,715 hours. See notes 289 and 291 
above.
    \299\ See note 290 above.
    \300\ -53,715 hours/8,315 filers = -6.46 hours per filer. See 
notes 49 and 298 above.
    \301\ $106,640/8,315 filers = $12.83 per filer. See notes 49 and 
290 above.
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    With respect to fund risk/return summaries, the Commission 
previously estimated that each fund will submit one Interactive Data 
File as an exhibit to a registration statement or a post-effective 
amendment thereto, and that 36% of funds will submit an additional 
Interactive Data File as an exhibit to a filing pursuant to Rule 485(b) 
or Rule 497. The Commission also previously estimated that (1) tagging 
and submitting fund risk/return data in XBRL format requires 11 hours 
per response, and (2) posting interactive data to the fund website 
requires one additional hour per response. In addition, the Commission 
previously estimated an external cost burden of $890 for the cost of 
goods and services purchased to comply with the current Interactive 
Data requirements, such as for software and/or the services of 
consultants and filing agents. The cost burden does not include the 
cost of the hour burden described above.
    In the Inline XBRL Proposing Release, the Commission estimated that 
there would be 15,104 responses per year by 11,106 funds.\302\ Based on 
updated industry figures on the number of funds, we estimate that there 
will be 15,206 responses per year by 11,181 funds.\303\
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    \302\ See Inline XBRL Proposing Release, at 14302, n. 217.
    \303\ See note 50 above. We continue to estimate that there will 
be 1.36 responses per fund per year. 11,181 funds x 1.36 responses = 
15,206 responses.
     One commenter estimated that it prepared approximately 336 XBRL 
filings during the past calendar year. See letter from Federated II. 
In its 2017 letter, the commenter stated that it had 123 mutual 
funds. See letter from Federated I. This results in an estimate of 
approximately 2.73 (336/123) filings per fund per year. However, we 
are not able to determine whether this commenter's estimate of the 
average number of filings per fund is representative of other fund 
complexes. A comparable estimate for other filers is not readily 
obtainable from XBRL filings data since a number of XBRL filings 
report risk/return summary information for more than one fund.
---------------------------------------------------------------------------

    The Inline XBRL Proposing Release also estimated that the Inline 
XBRL requirement for risk/return summary information would result in an 
initial increase in internal burden by two hours to switch to Inline 
XBRL. Commenters did not provide quantitative estimates of the impact 
of Inline XBRL on the burden of XBRL preparation for risk/return 
summaries. However, after considering qualitative input from some 
commenters that indicated the Commission may have underestimated the 
cost of transition to Inline XBRL for funds,\304\ we are revising the 
estimate of the increase in internal burden for funds from two hours to 
four hours for the initial response. We continue to estimate that this 
increase in burden will be borne only for the initial response that 
uses Inline XBRL. Further, we continue to estimate that there will be a 
reduction in review time that will result in a decrease in internal 
burden of approximately 0.5 hours per response, beginning with the 
initial response and continuing on an ongoing basis.\305\ We are 
postponing the phase-in for funds by one additional year after the 
effective date of the amendments. Based on the estimate of 11,181 
funds,\306\ and accounting for the modifications to the phase-in of 
different filer categories, we estimate that the aggregate average 
yearly internal burden of risk/return summary information XBRL 
requirements will increase by 11,537 hours of in-house personnel 
time.\307\ We also continue to estimate that the average fund will 
incur an increase in software costs of $10 per year on an ongoing 
basis, beginning in the first year of compliance for its phase-in 
category with the Inline XBRL requirement. Based on the estimate of 
11,181 funds,\308\ we estimate that the Inline XBRL requirement will 
result in an increase of $49,557 in the aggregate average yearly cost 
of services of outside professionals.\309\
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    \304\ See letters from Federated I and II; ICI I and II; and 
USBFS.
    \305\ Thus, for the initial response using Inline XBRL, we 
estimate that funds will experience a net increase in hour burden of 
3.5 hours (4.0 hours-0.5 hours = 3.5 hours).
    \306\ See note 50 above and accompanying text.
    \307\ The calculation below considers the aggregate average 
yearly change in burden incurred by each of the two categories of 
funds during the first three years under the amendments. Based on 
staff analysis of data obtained from Morningstar Direct, as of May 
2018, we estimate that a $1 billion asset threshold for groups of 
related investment companies will provide an extended compliance 
period to approximately two-thirds, or approximately 67%, of all 
mutual funds affected by the Inline XBRL requirements. See note 150 
and accompanying text.
    Funds that are phased in during year two are assumed to incur no 
change in burden in year one. Funds that are phased in during year 
three are assumed to incur no change in burden in years one and two.
    Funds phased in during year two: 33% x 11,181 funds = 3,690 
funds. Aggregate average yearly change in internal burden for funds 
phased in during year one: 3,690 funds x {[0 + 3.5 + (0.36 + 1.36) x 
(-0.5)]/3{time}  hours per fund = 3,247 hours.
    Funds phased in during year three: 67% x 11,181 funds = 7,491 
funds. Aggregate average yearly change in internal burden for funds 
phased in during year two: 7,491 funds x {[0 + 0 + 3.5 + (0.36) x (-
0.5)]/3{time}  hours per fund = 8,290 hours.
    Aggregate average yearly change in burden: 3,247 + 8,290 = 
11,537 hours.
    \308\ See note 50 above and accompanying text.
    \309\ Funds are estimated to incur an additional $10 per year 
beginning with the first year of compliance for their phase-in 
category. The calculation below considers the aggregate average 
yearly change in external cost incurred by each of the two 
categories of funds during the first three years under the 
amendments. See note 307 above.
     Funds phased in during year two: 33% x 11,181 funds = 3,690 
funds. Average yearly change in external cost per fund: [$0 + $10 + 
$10]/3 = $6.67 per fund. Aggregate average yearly change in external 
cost for all funds phased in during year one: 3,690 funds x $6.67 
per fund = $24,612.
     Funds phased in during year three: 67% x 11,181 funds = 7,491 
funds. Average yearly change in external cost per fund: [$0 + $0 + 
$10]/3 = $3.33 per fund. Aggregate average yearly change in external 
cost for all funds phased in during year two: 7,491 funds x $3.33 
per fund = $24,945.
    Aggregate average yearly change in external cost: $24,612 + 
$24,945 = $49,557.
---------------------------------------------------------------------------

    The elimination of the website posting requirements is expected to 
reduce the paperwork burden for funds by one hour per response. We 
therefore estimate that the elimination of the website posting 
requirements will decrease the aggregate average yearly burden on funds 
by 15,206 hours of in-house personnel time or 1.36 hours per fund.\310\
---------------------------------------------------------------------------

    \310\ 15,206 responses x (-1) hour per response = -15,206 hours.
    1.36 responses per fund x (-1) hour per response = -1.36 hours 
per fund.
---------------------------------------------------------------------------

    The Commission previously estimated that the existing risk/return 
summary information XBRL requirements require funds to expend 181,248 
hours of in-house personnel time and $9,884,340 in the cost of services 
of outside professionals per year, based on an

[[Page 40871]]

estimate of 11,106 funds.\311\ Based on updated industry figures, the 
existing XBRL requirements for funds will require 182,472 hours of in-
house personnel time and $9,951,090 in the cost of services of outside 
professionals.\312\ We estimate that in the first three years under the 
amendments, the aggregate average yearly burden of XBRL requirements 
for funds will decrease to 178,803 hours of in-house personnel time 
\313\ and the aggregate average yearly cost of services of outside 
professionals will increase to $10,000,647,\314\ which represents a 
decrease of 3,669 hours of in-house personnel time \315\ and an 
increase of $49,557 in the cost of services of outside 
professionals,\316\ or a decrease of 0.33 hours of in-house personnel 
time per filer \317\ and an increase of $4.43 in the cost of services 
of outside professionals per filer.\318\
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    \311\ See Inline XBRL Proposing Release, nn. 219-220.
    15,104 responses x (11 + 1) hours per response = 181,248 hours.
    11,106 funds x $890 per fund = $9,884,340.
    \312\ See note 303 above. 15,206 responses x (11 + 1) hours per 
response = 182,472 hours.
    11,181 funds x $890 per fund = $9,951,090.
    \313\ 182,472-15,206 + 11,537 = 178,803 hours. See notes 307, 
310, and 312 above.
    \314\ $9,951,090 + $49,557 = $10,000,647. See notes 309 and 312 
above.
    \315\ -15,206 + 11,537 =-3,669 hours. See notes 307 and 310 
above.
    \316\ See note 309 above.
    \317\ -3,669 hours/11,181 filers =-0.33 hours per filer. See 
notes 50 and 315 above.
    \318\ $49,557/11,181 filers = $4.43 per filer. See notes 50 and 
309 above.
---------------------------------------------------------------------------

    We are submitting these revised burden estimates to OMB for review 
in accordance with the PRA and its implementing regulations.\319\
---------------------------------------------------------------------------

    \319\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
---------------------------------------------------------------------------

2. Regulation S-K and Regulation S-T
    Regulation S-K (OMB Control No. 3235-0071) specifies information 
that must be provided in filings under both the Securities Act and the 
Exchange Act. Regulation S-T (OMB Control No. 3235-0424) specifies the 
requirements that govern the electronic submission of documents. The 
amendments will revise rules under Regulations S-K and S-T. Any changes 
in the paperwork burden arising from these amendments, however, will be 
reflected in the Interactive Data collection of information and the 
Mutual Fund Interactive Data collection of information. The rules in 
Regulations S-K and S-T do not impose any separate burden. We assign 
one burden hour each to Regulations S-K and S-T for administrative 
convenience to reflect the fact that these regulations do not impose 
any direct burden on filers.\320\
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    \320\ For purposes of the PRA, we estimate that no funds 
participate in the 2005 XBRL Voluntary Program each year. This 
information collection, therefore, imposes no paperwork burden. The 
proposed termination of the program will therefore not result in 
changes in burden, except the elimination of one hour associated 
with this information collection for administrative purposes.
---------------------------------------------------------------------------

VI. Final Regulatory Flexibility Act Analysis

    This Final Regulatory Flexibility Analysis (``FRFA'') has been 
prepared in accordance with the Regulatory Flexibility Act 
(``RFA'').\321\ This FRFA relates to amendments that will require 
operating companies to provide financial statement information and 
funds to provide risk/return summary information to the Commission in 
the Inline XBRL format.
---------------------------------------------------------------------------

    \321\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------

A. Need for, and Objectives of, the Final Amendments

    The primary reason for, and objective of, these amendments is to 
improve the usefulness and quality of, and, over time, to decrease the 
cost of preparing for submission, certain information that filers are 
required to submit to the Commission in interactive data form. The need 
for, and objectives of, the final amendments are discussed in more 
detail in Section III.A above.

B. Significant Issues Raised by Public Comments

    In the Inline XBRL Proposing Release, the Commission requested 
comment on any aspect of the Initial Regulatory Flexibility Analysis 
(``IRFA''), including the number of small entities that would be 
affected by the proposed rules, the nature of the impact, and how to 
quantify the impact of the amendments. We did not receive comments 
specifically addressing the IRFA. Several commenters, however, 
addressed aspects of the proposed amendments that could potentially 
affect small entities. In particular, several commenters expressed 
concern that the proposed transition to Inline XBRL will have a 
relatively greater impact on smaller filers. To facilitate transition 
for smaller filers, the majority of the commenters that addressed this 
issue supported a phase-in period.\322\ Several commenters also 
recommended that Form 10-Q filers not be required to file Form 10-K in 
Inline XBRL until after they have filed Form 10-Q in Inline XBRL.\323\ 
Several commenters opposed requiring Inline XBRL for some or all 
filers.\324\ A few commenters that specifically discussed risk/return 
summaries expressed concern about the burden to filers of the initial 
transition to Inline XBRL and the elimination of the 15 business day 
filing period.\325\
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    \322\ See notes 157-158 above.
    \323\ See note 161 above.
    \324\ See note 83 above.
    \325\ See note 115 above. One of these commenters specifically 
mentioned the concern that the requirement would impose costs on 
smaller registrants. See letter from USBFS.
---------------------------------------------------------------------------

    To alleviate the potential impact of transition to Inline XBRL on 
smaller operating company filers, we are adopting, as proposed, the 
phased compliance dates that defer the Inline XBRL requirement until 
the fourth year after the effective date for non-accelerated filers 
that prepare their financial statements in accordance with U.S. GAAP. 
In a modification from the proposal, in response to comments, and to 
further alleviate the potential impact of transition for all domestic 
form filers, including small entities, domestic form filers will be 
required to comply beginning with their first Form 10-Q for a fiscal 
period ending on or after the applicable compliance date, as opposed to 
the first filing for a fiscal period ending on or after that date, to 
enable filers to gain experience with Inline XBRL through less complex 
filings.
    Further, to alleviate the potential impact of transition to Inline 
XBRL on smaller fund filers, we are postponing the proposed phased 
compliance dates to defer the Inline XBRL requirement by an additional 
year. To facilitate XBRL submissions, as proposed, and consistent with 
commenter input, we are permitting concurrent submission of risk/return 
summary XBRL data with certain post-effective amendments under Rule 
485(b).

C. Small Entities Subject to the Amendments

    The amendments will affect some small entities. The RFA defines 
``small entity'' to mean ``small business'', ``small organization'', or 
``small governmental jurisdiction''.\326\ For purposes of the RFA, 
under our rules, an entity, other than an investment company, is a 
``small business'' or ``small organization'' if it had total assets of 
$5 million or less on the last day of its most recent fiscal year.\327\ 
We estimate that there are approximately 1,163 filers, other than 
investment companies, that may be considered small entities and are 
subject to the amendments.\328\ All of these filers will

[[Page 40872]]

be required to comply with the amendments by the end of the phase-in.
---------------------------------------------------------------------------

    \326\ 5 U.S.C. 601(6).
    \327\ 17 CFR 240.0-10(a).
    \328\ This estimate is based on staff analysis of XBRL data 
submitted by filers, other than co-registrants, with EDGAR filings 
of Forms 10-K, 20-F, and 40-F and amendments filed during the 
calendar year 2017.
---------------------------------------------------------------------------

    In addition, for purposes of the RFA, an investment company, 
including a BDC, is a small entity if it, together with other 
investment companies in the same group of related investment companies, 
has net assets of $50 million or less as of the end of its most recent 
fiscal year.\329\ We estimate that, as of December 31, 2017, there were 
54 open-end investment companies that would be considered small 
entities, including open-end ETFs.\330\
---------------------------------------------------------------------------

    \329\ 17 CFR 270.0-10(a).
    \330\ This estimate is derived from an analysis of data obtained 
from Morningstar Direct as well as data reported on Form N-SAR filed 
with the Commission for the period ending December 31, 2017.
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping and Other Compliance Requirements

    All filers subject to the amendments currently are required to file 
an Interactive Data File entirely as an exhibit to their Commission 
filings. Under the amendments, filers will be required to embed part of 
the Interactive Data File within an HTML document using Inline XBRL and 
include the rest in an exhibit to that document. The requirement to use 
Inline XBRL will result in a small initial switching cost for filers 
but, as discussed in Sections III.B.1.a and V.C above, overall, for 
most filers, we anticipate that the use of Inline XBRL will, over time, 
reduce the ongoing internal burden of compliance with the XBRL 
requirements due to the removal of the requirement to include the 
entire Interactive Data File within an exhibit and slightly increase 
the external cost burden of compliance with the XBRL requirements due 
to modifications to XBRL preparation software.\331\ We also expect that 
the adopted elimination of the requirements to post the Interactive 
Data File on filers' websites will reduce their compliance costs.\332\
---------------------------------------------------------------------------

    \331\ See notes 300, 301, 317, and 318 above.
    \332\ See notes 291 and 310 above.
---------------------------------------------------------------------------

    The Inline XBRL requirement is expected to result in an initial 
cost of transition for filers when the requirement is implemented. The 
professional skills necessary for this requirement may be developed 
internally by filers or outsourced to third-party vendors. To that end, 
filer costs may include obtaining Inline XBRL preparation software or 
service capabilities from their own or third-party sources. Filers that 
already use their own or third-party Inline XBRL enabled filing 
solutions or filing solutions that can readily be modified to 
accommodate the Inline XBRL format are expected to incur a minimal 
initial cost.\333\ Although we recognize the likelihood of somewhat 
greater initial costs being incurred by filers that do not use such 
filing solutions, we believe that the initial cost of transition to 
Inline XBRL for those filers will still be small. In particular, we 
expect the cost to be small because the amendments consist primarily of 
an electronic format change. The amendments do not modify the substance 
of the XBRL requirements and thus do not affect the disclosure mapping 
process, which precedes the creation of the XBRL submission and 
accounts for the overwhelming majority of the XBRL preparation burden.
---------------------------------------------------------------------------

    \333\ See notes 61-62 above.
---------------------------------------------------------------------------

    Inline XBRL cannot be used with the ASCII format. Thus, filers that 
prepare the Related Official Filing in ASCII will incur additional 
costs of switching to HTML, and any fixed costs of such a change will 
have a relatively greater effect on smaller entities. We continue to 
believe that such costs will be minimal. First, a relatively small 
proportion of filers will have to switch to HTML as a result of the 
amendments.\334\ Second, the average costs of switching from ASCII to 
HTML are expected to be small because the software tools to prepare and 
file documents in HTML are widely used and the incremental cost of HTML 
features is minimal.\335\ We continue to believe that the remaining 
impact on smaller ASCII filers, if any, will be alleviated by the 
phase-in.
---------------------------------------------------------------------------

    \334\ See notes 238-241 above and accompanying text.
    \335\ See note 242 above.
---------------------------------------------------------------------------

    The amendments are discussed in detail in Section III.A above. We 
discuss the economic impact, including the estimated compliance costs 
and burdens, of the amendments in Section III.B and Section V above.

E. Agency Action To Minimize Effect on Small Entities

    The RFA directs us to consider alternatives that would accomplish 
the stated objectives of our amendments, while minimizing any 
significant adverse impact on small entities. Specifically, we 
considered the following alternatives: (1) Establishing different 
compliance or reporting requirements or timetables that take into 
account the resources available to small entities; (2) clarifying, 
consolidating, or simplifying compliance and reporting requirements for 
small entities under the amendments; (3) using performance rather than 
design standards; and (4) exempting small entities from coverage of all 
or part of these amendments.
    The amendments include different compliance schedules for operating 
companies, with a three-year phase-in based on filer size and use of 
accounting principles. Operating company small entities will not be 
subject to the Inline XBRL requirements until the final year of the 
phase-in. This different compliance timetable will enable smaller 
filers to defer the burden of any additional cost, learn from filers 
that comply earlier, and take advantage of any increases in the quality 
or decreases in the price of Inline XBRL preparation services or 
software that arise from expertise or competition that develops prior 
to their compliance date. Commenters generally supported the proposed 
phased approach to compliance. Additionally, in response to comments, 
we are changing the phase-in for operating company filers to start with 
a Form 10-Q filing, which will simplify the initial compliance and 
reporting requirement for all domestic form filers, including small 
entities.
    With respect to fund filers, the amendments similarly include 
different compliance schedules for funds based on filer size. The 
amendments extend the phase-in by an additional year relative to the 
proposal in response to commenter suggestions and concerns about the 
burden of transition for smaller funds. Thus, fund small entities will 
not be subject to the Inline XBRL requirements or the elimination of 
the 15 business day filing period until three years after the effective 
date of the amendments.
    The elimination of the website posting requirements also will 
consolidate and simplify the compliance and reporting requirements for 
all operating companies and funds with respect to their interactive 
data. We do not believe that further clarification, consolidation, or 
simplification for small entities is appropriate because we believe 
that phased mandatory conversion of all filers to Inline XBRL is 
necessary to realize the benefits of Inline XBRL to data users.
    We are not adopting a partial or complete exemption from the Inline 
XBRL requirements or the use of performance rather than design 
standards for filers that are small entities because we believe that 
the long-term, consistent use of Inline XBRL may reduce the time and 
effort required to prepare XBRL filings, simplify the review process 
for filers, and improve the usefulness and quality of XBRL data, 
thereby benefiting investors, other

[[Page 40873]]

market participants, and other data users and potentially increasing 
the use of XBRL data. We also note that the elimination of the website 
posting requirements is expected to decrease the burden on all filers, 
including small entities.

VII. Statutory Basis

    The amendments contained in this document are being adopted under 
the authority set forth in Sections 7, 10, and 19(a) of the Securities 
Act; \336\ Sections 3, 12, 13, 15(d), 23(a), and 35A of the Exchange 
Act; \337\ Sections 8, 24, 30, and 38 of the Investment Company Act; 
\338\ and Section 3(a) of the Sarbanes-Oxley Act.\339\
---------------------------------------------------------------------------

    \336\ 15 U.S.C. 77g, 77j and 77s(a).
    \337\ 15 U.S.C. 78c, 78l, 78m, 78o(d), 78w(a) and 78ll.
    \338\ 15 U.S.C. 80a-8, 80a-24, 80a-29 and 80a-37.
    \339\ Public Law 107-204, 116 Stat. 745.
---------------------------------------------------------------------------

Text of the Final Rule and Form Amendments

List of Subjects

17 CFR Part 229

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 232

    Administrative practice and procedure, Reporting and recordkeeping 
requirements, Securities.

17 CFR Parts 239 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Parts 270 and 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.
    For the reasons stated in the preamble, the Commission is amending 
title 17, chapter II of the Code of the Federal Regulations as follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

0
1. The authority citation for part 229 continues to read as follows:

    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 
80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; 18 U.S.C. 1350; 
Sec. 953(b) Pub. L. 111-203, 124 Stat. 1904 (2010); and Sec. 102, 
Pub. L. 112-106, 126 Stat. 310 (2012).


0
2. Amend Sec.  229.601 by:
0
a. Removing and reserving entry (100) from the exhibit table in 
paragraph (a);
0
b. Removing and reserving paragraph (b)(100); and
0
c. Revising paragraph (b)(101).
    The revision reads as follows:


Sec.  229.601   (Item 601) Exhibits.

* * * * *
    (b) * * *
    (100) [Reserved]
    (101) Interactive Data File. Where a registrant prepares its 
financial statements in accordance with either generally accepted 
accounting principles as used in the United States or International 
Financial Reporting Standards as issued by the International Accounting 
Standards Board, an Interactive Data File (Sec.  232.11 of this 
chapter) is:
    (i) Required to be submitted. Required to be submitted to the 
Commission in the manner provided by Sec.  232.405 of this chapter if 
the registrant does not prepare its financial statements in accordance 
with 17 CFR 210.6-01 through 210.6-10 (Article 6 of Regulation S-X), 
except that an Interactive Data File:
    (A) First is required for a periodic report on Form 10-Q (Sec.  
249.308a of this chapter), Form 20-F (Sec.  249.220f of this chapter), 
or Form 40-F (Sec.  249.240f of this chapter), as applicable;
    (B) Is required for a registration statement under the Securities 
Act only if the registration statement contains a price or price range; 
and
    (C) Is required for a Form 8-K (Sec.  249.308 of this chapter) only 
when the Form 8-K contains audited annual financial statements that are 
a revised version of financial statements that previously were filed 
with the Commission and that have been revised pursuant to applicable 
accounting standards to reflect the effects of certain subsequent 
events, including a discontinued operation, a change in reportable 
segments or a change in accounting principle. In such case, the 
Interactive Data File will be required only as to such revised 
financial statements regardless of whether the Form 8-K contains other 
financial statements.
    (ii) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Sec.  232.405 of this chapter if 
the:
    (A) Registrant does not prepare its financial statements in 
accordance with 17 CFR 210.6-01 through 210.6-10 (Article 6 of 
Regulation S-X); and
    (B) Interactive Data File is not required to be submitted to the 
Commission under paragraph (b)(101)(i) of this section.
    Instruction 1 to paragraphs (b)(101)(i) and (ii): When an 
Interactive Data File is submitted as provided by Sec.  
232.405(a)(3)(i) of this chapter, the exhibit index must include the 
word ``Inline'' within the title description for any eXtensible 
Business Reporting Language (XBRL)-related exhibit.
    (iii) Not permitted to be submitted. Not permitted to be submitted 
to the Commission if the registrant prepares its financial statements 
in accordance with 17 CFR 210.6-01 through 210.6-10 (Article 6 of 
Regulation S-X).
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 
Stat. 313 (2012), unless otherwise noted.
* * * * *

0
4. Amend Sec.  230.144 by revising paragraph (c)(1)(ii) and paragraphs 
1.b and 2 of Note to Sec.  230.144(c) to read as follows:


Sec.  230.144  Persons deemed not to be engaged in a distribution and 
therefore not underwriters.

* * * * *
    (c) * * *
    (1) * * *
    (ii) Submitted electronically every Interactive Data File (Sec.  
232.11 of this chapter) required to be submitted pursuant to Sec.  
232.405 of this chapter, during the 12 months preceding such sale (or 
for such shorter period that the issuer was required to submit such 
files); or
* * * * *

    Note to Sec.  230.144(c): * * *
    1. * * *
    b. Submitted electronically every Interactive Data File (Sec.  
232.11 of this chapter) required to be submitted pursuant to Sec.  
232.405 of this chapter, during the preceding 12 months (or for such 
shorter period that the issuer was required to submit such files); 
or
    2. A written statement from the issuer that it has complied with 
such reporting or submission requirements.

* * * * *

[[Page 40874]]


0
5. Amend Sec.  230.485 by revising paragraph (c)(3) to read as follows:


Sec.  230.485  Effective date of post-effective amendments filed by 
certain registered investment companies.

* * * * *
    (c) * * *
    (3) A registrant's ability to file a post-effective amendment, 
other than an amendment filed solely for purposes of submitting an 
Interactive Data File, under paragraph (b) of this section is 
automatically suspended if a registrant fails to submit any Interactive 
Data File as required by General Instruction C.3.(g) of Form N-1A 
(Sec. Sec.  239.15A and 274.11A of this chapter). A suspension under 
this paragraph (c)(3) shall become effective at such time as the 
registrant fails to submit an Interactive Data File as required by 
General Instruction C.3.(g) of Form N-1A. Any such suspension, so long 
as it is in effect, shall apply to any post-effective amendment that is 
filed after the suspension becomes effective, but shall not apply to 
any post-effective amendment that was filed before the suspension 
became effective. Any suspension shall apply only to the ability to 
file a post-effective amendment pursuant to paragraph (b) of this 
section and shall not otherwise affect any post-effective amendment. 
Any suspension under this paragraph (c)(3) shall terminate as soon as a 
registrant has submitted the Interactive Data File as required by 
General Instruction C.3.(g) of Form N-1A.
* * * * *

0
6. Amend Sec.  230.497 by revising the last sentence of paragraphs (c) 
and (e) to read as follows:


Sec.  230.497  Filing of investment company prospectuses--number of 
copies.

* * * * *
    (c) * * * Investment companies filing on Form N-1A must, if 
applicable pursuant to General Instruction C.3.(g) of Form N-1A, submit 
an Interactive Data File (Sec.  232.11 of this chapter).
* * * * *
    (e) * * * Investment companies filing on Form N-1A must, if 
applicable pursuant to General Instruction C.3.(g) of Form N-1A, submit 
an Interactive Data File (Sec.  232.11 of this chapter).
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
7. The authority citation for part 232 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77c, 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, 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.
* * * * *

0
8. Amend Sec.  232.11 by revising the definition of ``Interactive Data 
File'', removing the definition of ``Promptly'', revising the 
definition of ``Related Official Filing'', and removing the definition 
of ``XBRL-Related Documents'' to read as follows:


Sec.  232.11  Definition of terms used in part 232.

* * * * *
    Interactive Data File. The term Interactive Data File means the 
machine-readable computer code that presents information in eXtensible 
Business Reporting Language (XBRL) electronic format pursuant to Sec.  
232.405 and as specified by the EDGAR Filer Manual. When a filing is 
submitted using Inline XBRL as provided by Sec.  232.405(a)(3), a 
portion of the Interactive Data File is embedded into a filing with the 
remainder submitted as an exhibit to the filing.
* * * * *
    Related Official Filing. The term Related Official Filing means the 
ASCII or HTML format part of the official filing with which all or part 
of an Interactive Data File appears as an exhibit or, in the case of a 
filing on Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter), 
the ASCII or HTML format part of an official filing that contains the 
information to which an Interactive Data File corresponds.
* * * * *

0
9. Amend Sec.  232.201 by revising paragraphs (b) and (c) to read as 
follows:


Sec.  232.201  Temporary hardship exemption.

* * * * *
    (b) An electronic format copy of the filed paper format document 
shall be submitted to the Commission within six business days of filing 
the paper format document. Failure to submit the confirming electronic 
copy of a paper filing made in reliance on the temporary hardship 
exemption, as required in this paragraph (b), will result in 
ineligibility to use Form SF-3 (see Sec.  239.45 of this chapter). The 
electronic format version shall contain the following statement in 
capital letters at the top of the first page of the document:
    THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date) 
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

    Note 1 to paragraph (b): As provided elsewhere in this chapter, 
failure to submit the confirming electronic copy of a paper filing 
made in reliance on the temporary hardship exemption, as required in 
paragraph (b) of this section, will result in ineligibility to use 
Forms S-3, S-8, and F-3 (see Sec. Sec.  239.13, 239.16b, and 239.33 
of this chapter, respectively), restrict incorporation by reference 
into an electronic filing of the document submitted in paper (see 
Sec.  232.303), and toll certain time periods associated with tender 
offers (see Sec. Sec.  240.13e-4(f)(13) and 240.14e-1(e) of this 
chapter).


    Note 2 to paragraph (b):  If the exemption relates to an exhibit 
only, the requirement to submit a confirming electronic copy shall 
be satisfied by refiling the exhibit in electronic format in an 
amendment to the filing to which it relates. The confirming copy tag 
should not be used. The amendment should note that the purpose of 
the amendment is to add an electronic copy of an exhibit previously 
filed in paper pursuant to a temporary hardship exemption.

    (c) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and submission of an 
Interactive Data File (Sec.  232.11) as required pursuant to Sec.  
232.405, the electronic filer still can timely satisfy the requirement 
to submit the Interactive Data File in the following manner:
    (1) Substitute for the Interactive Data File exhibit a document 
that sets forth the following legend:

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 
201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS 
REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS; and
    (2) Submit the required Interactive Data File no later than six 
business days after the Interactive Data File originally was required 
to be submitted.

    Note 1 to paragraph (c):  As provided elsewhere in this chapter, 
electronic filers unable to submit the Interactive Data File under 
the circumstances specified by paragraph (c) of this section, must 
comply with the provisions of this section and cannot use Form 12b-
25 (Sec.  249.322 of this chapter) as a notification of late filing. 
As also provided elsewhere in this chapter, failure to submit the 
Interactive Data File as required by the end of the six-business-day 
period specified by paragraph (c) of this section will result in 
ineligibility to use Forms S-3, S-8, and F-3 (Sec. Sec.  239.13, 
239.16b, and 239.33 of this chapter, respectively), constitute a 
failure to have filed all required reports for purposes of the 
current public information requirements of Sec.  230.144(c)(1) of 
this chapter, and, pursuant to Sec.  230.485(c)(3) of this chapter, 
suspend the ability to file post-effective amendments under Sec.  
230.485(b) of this chapter.

* * * * *

0
10. Amend Sec.  232.202 by:

[[Page 40875]]

0
a. Revising paragraphs (a) introductory text, (a)(2), (b)(2) and (3), 
(c)(1), and (c)(2) introductory text;
0
b. Removing paragraph (c)(3); and
0
c. Revising paragraphs (d)(1) and (2) and Notes 3 and 4 to Sec.  
232.202.
    The revisions read as follows:


Sec.  232.202  Continuing hardship exemption.

    (a) An electronic filer may apply in writing for a continuing 
hardship exemption if all or part of a filing, group of filings or 
submission, other than a Form ID (Sec. Sec.  239.63, 249.446, 269.7, 
and 274.402 of this chapter), a Form D (Sec.  239.500 of this chapter), 
or an Asset Data File (Sec.  232.11), otherwise to be filed or 
submitted in electronic format cannot be so filed or submitted, as 
applicable, without undue burden or expense. Such written application 
shall be made at least ten business days before the required due date 
of the filing(s) or submission(s) or the proposed filing or submission 
date, as appropriate, or within such shorter period as may be 
permitted. The written application shall contain the information set 
forth in paragraph (b) of this section.
* * * * *
    (2) If the Commission, or the staff acting pursuant to delegated 
authority, denies the application for a continuing hardship exemption, 
the electronic filer shall file or submit the required document or 
Interactive Data File in electronic format, as applicable, on the 
required due date or the proposed filing or submission date, or such 
other date as may be permitted.
* * * * *
    (b) * * *
    (2) The burden and expense involved to employ alternative means to 
make the electronic submission; and/or
    (3) The reasons for not submitting electronically the document, 
group of documents or Interactive Data File, as well as the 
justification for the requested time period.
    (c) * * *
    (1) Electronic filing of a document or group of documents, not 
electronic submission of an Interactive Data File, then the electronic 
filer shall submit the document or group of documents for which the 
continuing hardship exemption is granted in paper format on the 
required due date specified in the applicable form, rule or regulation, 
or the proposed filing date, as appropriate and the following legend 
shall be placed in capital letters at the top of the cover page of the 
paper format document(s):

IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS (specify document) 
IS BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.
    (2) Electronic submission of an Interactive Data File, then the 
electronic filer shall substitute for the Interactive Data File exhibit 
a document that sets forth one of the following legends, as 
appropriate:
* * * * *
    (d) * * *
    (1) Electronic filing of a document or group of documents, not 
electronic submission of an Interactive Data File, then the grant may 
be conditioned upon the filing of the document or group of documents 
that is the subject of the exemption in electronic format upon the 
expiration of the period for which the exemption is granted. The 
electronic format version shall contain the following statement in 
capital letters at the top of the first page of the document:
    THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date) 
PURSUANT TO A RULE 202(d) CONTINUING HARDSHIP EXEMPTION.
    (2) Electronic submission of an Interactive Data File, then the 
grant may be conditioned upon the electronic submission of the 
Interactive Data File that is the subject of the exemption upon the 
expiration of the period for which the exemption is granted.
* * * * *

    Note 3 to Sec.  232.202:  As provided elsewhere in this chapter, 
failure to submit a required confirming electronic copy of a paper 
filing made in reliance on a continuing hardship exemption granted 
pursuant to paragraph (d) of this section will result in 
ineligibility to use Forms S-3, S-8, and F-3 (see, Sec. Sec.  
239.13, 239.16b, and 239.33 of this chapter, respectively), restrict 
incorporation by reference into an electronic filing of the document 
submitted in paper (see Sec.  232.303), and toll certain time 
periods associated with tender offers (see Sec. Sec.  240.13e-
4(f)(13) and 240.14e-1(e) of this chapter).


    Note 4 to Sec.  232.202:  As provided elsewhere in this chapter, 
failure to submit the Interactive Data File as required by Sec.  
232.405 by the end of the continuing hardship exemption if granted 
for a limited period of time, will result in ineligibility to use 
Forms S-3, S-8, and F-3 (Sec. Sec.  239.13, 239.16b, and 239.33 of 
this chapter, respectively), constitute a failure to have filed all 
required reports for purposes of the current public information 
requirements of Sec.  230.144(c)(1) of this chapter, and, pursuant 
to Sec.  230.485(c)(3) of this chapter, suspend the ability to file 
post-effective amendments under Sec.  230.485(b) of this chapter.


0
11. Amend Sec.  232.305 by revising paragraph (b) to read as follows:


Sec.  232.305  Number of characters per line; tabular and columnar 
information.

* * * * *
    (b) Paragraph (a) of this section does not apply to HTML documents, 
Interactive Data Files (Sec.  232.11) or Interactive Data Financial 
Reports (Sec.  232.11).

0
12. Revise the undesignated center heading between Sec. Sec.  232.314 
and 232.401 to read as follows:

Interactive Data


Sec. Sec.  232.401 and 232.402   [Removed and Reserved]

0
13. Remove and reserve Sec. Sec.  232.401 and 232.402.

0
14. Amend Sec.  232.405 by:
0
a. Revising the section heading;
0
b. Removing Preliminary Notes 1, 2, and 3;
0
c. Adding introductory text;
0
d. Revising the heading of paragraph (a) and paragraphs (a)(1) and (2);
0
e. Removing paragraph (a)(4) and redesignating paragraph (a)(3) as 
paragraph (a)(4);
0
f. Adding new paragraph (a)(3);
0
g. Revising newly redesignated paragraph (a)(4);
0
h. Revising the introductory text of paragraphs (d) and (e) and 
paragraph (f);
0
i. Removing paragraph (g); and
0
j. Revising Note to Sec.  232.405.
    The revisions and addition read as follows:


Sec.  232.405  Interactive Data File submissions.

    This section applies to electronic filers that submit Interactive 
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101) 
of Regulation S-K), paragraph (101) of Part II--Information Not 
Required to be Delivered to Offerees or Purchasers of Form F-10 (Sec.  
239.40 of this chapter), paragraph 101 of the Instructions as to 
Exhibits of Form 20-F (Sec.  249.220f of this chapter), paragraph 
B.(15) of the General Instructions to Form 40-F (Sec.  249.240f of this 
chapter), paragraph C.(6) of the General Instructions to Form 6-K 
(Sec.  249.306 of this chapter), and General Instruction C.3.(g) of 
Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter) specify when 
electronic filers are required or permitted to submit an Interactive 
Data File (Sec.  232.11), as further described in the note to this 
section. This section imposes content, format and submission 
requirements for an Interactive Data File, but does not change the 
substantive content requirements for the financial and other 
disclosures in the Related Official Filing (Sec.  232.11).
    (a) Content, format, and submission requirements--General. * * *
    (1) Comply with the content, format, and submission requirements of 
this section;

[[Page 40876]]

    (2) Be submitted only by an electronic filer either required or 
permitted to submit an Interactive Data File as specified by Sec.  
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K), 
paragraph (101) of Part II--Information Not Required to be Delivered to 
Offerees or Purchasers of Form F-10 (Sec.  239.40 of this chapter), 
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.  
249.220f of this chapter), paragraph B.(15) of the General Instructions 
to Form 40-F (Sec.  249.240f of this chapter), paragraph C.(6) of the 
General Instructions to Form 6-K (Sec.  249.306 of this chapter), or 
General Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and 
274.11A of this chapter), as applicable;
    (3) Be submitted using Inline XBRL:
    (i) If the electronic filer is not an open-end management 
investment company registered under the Investment Company Act of 1940 
(15 U.S.C. 80a et seq.) and is not within one of the categories 
specified in paragraph (f)(1)(i) of this section, as partly embedded 
into a filing with the remainder simultaneously submitted as an exhibit 
to:
    (A) A filing that contains the disclosure this section requires to 
be tagged; or
    (B) An amendment to a filing that contains the disclosure this 
section requires to be tagged if the amendment is filed no more than 30 
days after the earlier of the due date or filing date of the filing and 
the Interactive Data File is the first Interactive Data File the 
electronic filer submits; or
    (ii) If the electronic filer is an open-end management investment 
company registered under the Investment Company Act of 1940 (15 U.S.C. 
80a et seq.) and is not within one of the categories specified in 
paragraph (f)(1)(ii) of this section, as partly embedded into a filing 
with the remainder simultaneously submitted as an exhibit to a filing 
that contains the disclosure this section requires to be tagged; and
    (4) Be submitted in accordance with the EDGAR Filer Manual and, as 
applicable, either Sec.  229.601(b)(101) of this chapter (Item 
601(b)(101) of Regulation S-K), paragraph (101) of Part II--Information 
Not Required to be Delivered to Offerees or Purchasers of Form F-10 
(Sec.  239.40 of this chapter), paragraph 101 of the Instructions as to 
Exhibits of Form 20-F (Sec.  249.220f of this chapter), paragraph 
B.(15) of the General Instructions to Form 40-F (Sec.  249.240f of this 
chapter), paragraph C.(6) of the General Instructions to Form 6-K 
(Sec.  249.306 of this chapter), or General Instruction C.3.(g) of Form 
N-1A (Sec. Sec.  239.15A and 274.11A of this chapter).
* * * * *
    (d) Format--Footnotes--Generally. The part of the Interactive Data 
File for which the corresponding data in the Related Official Filing 
consists of footnotes to financial statements must comply with the 
requirements of paragraphs (c)(1) and (2) of this section, as modified 
by this paragraph (d). Footnotes to financial statements must be tagged 
as follows:
* * * * *
    (e) Format--Schedules--Generally. The part of the Interactive Data 
File for which the corresponding data in the Related Official Filing 
consists of financial statement schedules as set forth in 17 CFR 
210.12-01 through 210.12-29 (Article 12 of Regulation S-X) must comply 
with the requirements of paragraphs (c)(1) and (2) of this section, as 
modified by this paragraph (e). Financial statement schedules as set 
forth in 17 CFR 210.12-01 through 210.12-29 (Article 12 of Regulation 
S-X) must be tagged as follows:
* * * * *
    (f) Format--Phase-in for Inline XBRL submissions. (1) The following 
electronic filers may choose to submit an Interactive Data File:
    (i) In the manner specified in paragraph (f)(2) of this section 
rather than as specified by paragraph (a)(3)(i) of this section: Any 
electronic filer that is not an open-end management investment company 
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et 
seq.) if it is within one of the following categories, provided, 
however, that an Interactive Data File first is required to be 
submitted in the manner specified by paragraph (a)(3)(i) of this 
section for a periodic report on Form 10-Q (Sec.  249.308a of this 
chapter) if the filer reports on Form 10-Q:
    (A) A large accelerated filer (Sec.  240.12b-2 of this chapter) 
that prepares its financial statements in accordance with generally 
accepted accounting principles as used in the United States and none of 
the financial statements for which an Interactive Data File is required 
is for a fiscal period that ends on or after June 15, 2019;
    (B) An accelerated filer (Sec.  240.12b-2 of this chapter) that 
prepares its financial statements in accordance with generally accepted 
accounting principles as used in the United States and none of the 
financial statements for which an Interactive Data File is required is 
for a fiscal period that ends on or after June 15, 2020; and
    (C) A filer not specified in paragraph (f)(1)(i)(A) or (B) of this 
section that prepares its financial statements in accordance with 
either generally accepted accounting principles as used in the United 
States or International Financial Reporting Standards as issued by the 
International Accounting Standards Board and none of the financial 
statements for which an Interactive Data File is required is for a 
fiscal period that ends on or after June 15, 2021.
    (ii) In the manner specified in paragraph (f)(3) of this section 
rather than as specified by paragraph (a)(3)(ii) of this section: Any 
electronic filer that is an open-end management investment company 
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et 
seq.) that, together with other investment companies in the same 
``group of related investment companies,'' as such term is defined in 
Sec.  270.0-10 of this chapter, has assets of:
    (A) $1 billion or more as of the end of the most recent fiscal year 
until it files an initial registration statement (or post-effective 
amendment that is an annual update to an effective registration 
statement) that becomes effective on or after September 17, 2020; and
    (B) Less than $1 billion as of the end of the most recent fiscal 
year until it files an initial registration statement (or post-
effective amendment that is an annual update to an effective 
registration statement) that becomes effective on or after September 
17, 2021.
    (2) The electronic filers specified in paragraph (f)(1)(i) of this 
section may submit the Interactive Data File solely as an exhibit to:
    (i) A filing that contains the disclosure this section requires to 
be tagged; or
    (ii) An amendment to a filing that contains the disclosure this 
section requires to be tagged if the amendment is filed no more than 30 
days after the earlier of the due date or filing date of the filing and 
the Interactive Data File is the first Interactive Data File the 
electronic filer submits.
    (3) The electronic filers specified in paragraph (f)(1)(ii) of this 
section may submit the Interactive Data File solely as an exhibit to a 
filing that contains the disclosure this section requires to be tagged, 
up to 15 business days after the effective date of the registration 
statement or post-effective amendment that contains the related 
information, or the filing of a form of prospectus made pursuant to 
Sec.  230.497(c) or (e) of this chapter (paragraph (c) or (e) of Rule 
497).

    Note to Sec.  232.405:  Section 229.601(b)(101) of this chapter 
(Item 601(b)(101) of

[[Page 40877]]

Regulation S-K) specifies the circumstances under which an 
Interactive Data File must be submitted and the circumstances under 
which it is permitted to be submitted, with respect to Forms S-1 
(Sec.  239.11 of this chapter), S-3 (Sec.  239.13 of this chapter), 
S-4 (Sec.  239.25 of this chapter), S-11 (Sec.  239.18 of this 
chapter), F-1 (Sec.  239.31 of this chapter), F-3 (Sec.  239.33 of 
this chapter), F-4 (Sec.  239.34 of this chapter), 10-K (Sec.  
249.310 of this chapter), 10-Q (Sec.  249.308a of this chapter), and 
8-K (Sec.  249.308 of this chapter). Paragraph (101) of Part II--
Information not Required to be Delivered to Offerees or Purchasers 
of Form F-10 (Sec.  239.40 of this chapter) specifies the 
circumstances under which an Interactive Data File must be submitted 
and the circumstances under which it is permitted to be submitted, 
with respect to Form F-10. Paragraph 101 of the Instructions as to 
Exhibits of Form 20-F (Sec.  249.220f of this chapter) specifies the 
circumstances under which an Interactive Data File must be submitted 
and the circumstances under which it is permitted to be submitted, 
with respect to Form 20-F. Paragraph B.(15) of the General 
Instructions to Form 40-F (Sec.  249.240f of this chapter) and 
Paragraph C.(6) of the General Instructions to Form 6-K (Sec.  
249.306 of this chapter) specify the circumstances under which an 
Interactive Data File must be submitted and the circumstances under 
which it is permitted to be submitted, with respect to Form 40-F and 
Form 6-K (Sec.  249.240f of this chapter and Sec.  249.306 of this 
chapter), respectively. Section 229.601(b)(101) (Item 601(b)(101) of 
Regulation S-K), paragraph (101) of Part II--Information not 
Required to be Delivered to Offerees or Purchasers of Form F-10, 
paragraph 101 of the Instructions as to Exhibits of Form 20-F, 
paragraph B.(15) of the General Instructions to Form 40-F, and 
paragraph C.(6) of the General Instructions to Form 6-K all prohibit 
submission of an Interactive Data File by an issuer that prepares 
its financial statements in accordance with 17 CFR 210.6[dash]01 
through 210.6-10 (Article 6 of Regulation S-X). For an issuer that 
is an open-end management investment company registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a et seq.), General 
Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and 274.11A of 
this chapter) specifies the circumstances under which an Interactive 
Data File must be submitted.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
15. The authority citation for part 239 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 
80a-26, 80a-29, 80a-30, 80a-37; and 107 Pub. L. 112-106, 126 Stat. 
312, unless otherwise noted.
* * * * *

0
16. Amend Sec.  239.13 by revising paragraph (a)(7)(ii) to read as 
follows:


Sec.  239.13  Form S-3, for registration under the Securities Act of 
1933 of securities of certain issuers offered pursuant to certain types 
of transactions.

* * * * *
    (a) * * *
    (7) * * *
    (ii) Submitted electronically to the Commission all Interactive 
Data Files required to be submitted pursuant to Sec.  232.405 of this 
chapter during the twelve calendar months and any portion of a month 
immediately preceding the filing of the registration statement on this 
Form (or for such shorter period of time that the registrant was 
required to submit such files).
* * * * *

0
17. Amend Form S-3 (referenced in Sec.  239.13) by revising General 
Instruction I.A.7.(b) to read as follows:

    Note:  The text of Form S-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form S-3

* * * * *
    A. * * *
    7. * * *
    (b) Submitted electronically to the Commission all Interactive Data 
Files required to be submitted pursuant to Rule 405 of Regulation S-T 
(Sec.  232.405 of this chapter) during the twelve calendar months and 
any portion of a month immediately preceding the filing of the 
registration statement on this Form (or for such shorter period of time 
that the registrant was required to submit such files).
* * * * *

0
18. Amend Sec.  239.16b by revising paragraph (b)(2) to read as 
follows:


Sec.  239.16b  Form S-8, for registration under the Securities Act of 
1933 of securities to be offered to employees pursuant to employee 
benefit plans.

* * * * *
    (b) * * *
    (2) Submitted electronically to the Commission all Interactive Data 
Files required to be submitted pursuant to Sec.  232.405 of this 
chapter during the twelve calendar months and any portion of a month 
immediately preceding the filing of the registration statement on this 
Form (or for such shorter period of time that the registrant was 
required to submit such files).

0
19. Amend Form S-8 (referenced in Sec.  239.16b) by revising General 
Instruction A.3.(b) to read as follows:

    Note:  The text of Form S-8 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

A. Rule as to Use of Form S-8

* * * * *
    3. * * *
    (b) Submitted electronically to the Commission all Interactive Data 
Files required to be submitted pursuant to Rule 405 of Regulation S-T 
(Sec.  232.405 of this chapter) during the twelve calendar months and 
any portion of a month immediately preceding the filing of the 
registration statement on this Form (or for such shorter period of time 
that the registrant was required to submit such files).
* * * * *

0
20. Amend Sec.  239.33 by revising paragraph (a)(6)(ii) to read as 
follows:


Sec.  239.33  Form F-3, for registration under the Securities Act of 
1933 of securities of certain foreign private issuers offered pursuant 
to certain types of transactions.

* * * * *
    (a) * * *
    (6) * * *
    (ii) Submitted electronically to the Commission all Interactive 
Data Files required to be submitted pursuant to Sec.  232.405 of this 
chapter during the twelve calendar months and any portion of a month 
immediately preceding the filing of the registration statement on this 
Form (or for such shorter period of time that the registrant was 
required to submit such files).
* * * * *

0
21. Amend Form F-3 (referenced in Sec.  239.33) by revising General 
Instruction I.A.6.(ii) to read as follows:

    Note:  The text of Form F-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form F-3
* * * * *

[[Page 40878]]

    A. Registrant Requirements
* * * * *
    6. Electronic filings. * * *
* * * * *
    (ii) Submitted electronically to the Commission all Interactive 
Data Files required to be submitted pursuant to Rule 405 of Regulation 
S-T (Sec.  232.405 of this chapter) during the twelve calendar months 
and any portion of a month immediately preceding the filing of the 
registration statement on this Form (or for such shorter period of time 
that the registrant was required to submit such files).
* * * * *

0
22. Amend Form F-10 (referenced in Sec.  239.40) by revising paragraph 
(101) of Part II--Information Not Required to be Delivered to Offerees 
or Purchasers to read as follows:

    Note:  The text of Form F-10 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART II--INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR 
PURCHASERS

* * * * *
    (101) Where a registrant prepares its financial statements in 
accordance with either generally accepted accounting principles as used 
in the United States or International Financial Reporting Standards as 
issued by the International Accounting Standards Board, an Interactive 
Data File (Sec.  232.11 of this chapter) is:
    (a) Required to be submitted. Required to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the registrant does not prepare its 
financial statements in accordance with Article 6 of Regulation S-X (17 
CFR 210.6-01 et seq.), except that an Interactive Data File:
    (i) First is required for a periodic report on Form 10-Q (Sec.  
249.308a of this chapter), Form 20-F (Sec.  249.220f of this chapter), 
or Form 40-F (Sec.  249.240f of this chapter), as applicable; and
    (ii) Is required for a registration statement under the Securities 
Act only if the registration statement contains a price or price range.
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant does not prepare its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.); 
and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under subparagraph (a) of this paragraph (101).
    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
    Instruction to paragraphs (101)(a) and (b): When an Interactive 
Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation 
S-T (Sec.  232.405(a)(3)(i) of this chapter), the exhibit index must 
include the word ``Inline'' within the title description for any 
eXtensible Business Reporting Language (XBRL)-related exhibit.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
23. The authority citation for part 240 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; and 
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and 
Pub. L. 111-203, 939A, 124 Stat. 1887 (2010); and secs. 503 and 602, 
Pub. L. 112-106, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *

0
24. Amend Sec.  240.13a-14 by revising paragraph (f) to read as 
follows:


Sec.  240.13a-14  Certification of disclosure in annual and quarterly 
reports.

* * * * *
    (f) The certification requirements of this section do not apply to 
an Interactive Data File, as defined in Sec.  232.11 of this chapter 
(Rule 11 of Regulation S-T).

0
25. Amend Sec.  240.15d-14 by revising paragraph (f) to read as 
follows:


Sec.  240.15d-14  Certification of disclosure in annual and quarterly 
reports.

* * * * *
    (f) The certification requirements of this section do not apply to 
an Interactive Data File, as defined in Sec.  232.11 of this chapter 
(Rule 11 of Regulation S-T).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
26. The authority citation for part 249 continues to read in part as 
follows:

    Authority:  15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124 
Stat. 1904; Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309 (2012); 
Sec. 107, Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001, 
Pub. L. 114-94, 129 Stat. 1312 (2015), unless otherwise noted.
* * * * *

0
27. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Revising the undesignated paragraph on the cover that begins 
``Indicate by check mark whether the registrant has submitted 
electronically'';
0
b. Removing and reserving paragraph 100 of the Instructions as to 
Exhibits; and
0
c. Revising paragraph 101 of the Instructions as to Exhibits.
    The revisions read as follows:

    Note:  The text of Form 20-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 20-F

[squ]REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE 
SECURITIES EXCHANGE ACT OF 1934

OR

[squ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

* * * * *
    Indicate by check mark whether the registrant has submitted 
electronically every Interactive Data File required to be submitted 
pursuant to Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) 
during the preceding 12 months (or for such shorter period that the 
registrant was required to submit such files).
* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
    100. [Reserved]
    101. Interactive Data File. Where a registrant prepares its 
financial statements in accordance with either generally accepted 
accounting principles as used in the United States or International 
Financial Reporting Standards as issued by the International Accounting 
Standards Board, an Interactive Data File (Sec.  232.11 of this 
chapter) is:
    (a) Required to be submitted. Required to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the Form 20-F is an annual report and the 
registrant does not prepare its financial statements in accordance with 
Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).

[[Page 40879]]

    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant does not prepare its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.); 
and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under subparagraph (a) of this paragraph 101.
    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
    Instruction to paragraphs 101.(a) and (b): When an Interactive Data 
File is submitted as provided by Rule 405(a)(3)(i) of Regulation S-T 
(Sec.  232.405(a)(3)(i) of this chapter), the exhibit index must 
include the word ``Inline'' within the title description for any 
eXtensible Business Reporting Language (XBRL)-related exhibit.

0
28. Amend Form 40-F (referenced in Sec.  249.240f) by:
0
a. Revising the undesignated paragraph on the cover that begins 
``Indicate by check mark whether the registrant has submitted 
electronically''; and
0
b. Revising paragraph B.(15) of the General Instructions.
    The revisions read as follows:

    Note:  The text of Form 40-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 40-F

[squ]REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES 
EXCHANGE ACT OF 1934

OR

[squ]ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

* * * * *
    Indicate by check mark whether the registrant has submitted 
electronically every Interactive Data File required to be submitted 
pursuant to Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) 
during the preceding 12 months (or for such shorter period that the 
registrant was required to submit such files).
* * * * *

GENERAL INSTRUCTIONS

* * * * *

B. Information To Be Filed on this Form

* * * * *
    (15) Where a registrant prepares its financial statements in 
accordance with either generally accepted accounting principles as used 
in the United States or International Financial Reporting Standards as 
issued by the International Accounting Standards Board, an Interactive 
Data File (Sec.  232.11 of this chapter) is:
    (a) Required to be submitted. Required to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) and, to the extent submitted as an exhibit, 
listed as exhibit 101, if the Form 40-F is an annual report and the 
registrant does not prepare its financial statements in accordance with 
Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant does not prepare its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.); 
and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under subparagraph (a) of this paragraph B.(15).
    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
    Instruction to paragraphs B.(15)(a) and (b): When an Interactive 
Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation 
S-T (Sec.  232.405(a)(3)(i) of this chapter), the exhibit index must 
include the word ``Inline'' within the title description for any 
eXtensible Business Reporting Language (XBRL)-related exhibit.
* * * * *

0
29. Amend Form 6-K (referenced in Sec.  249.306) by:
0
a. Removing and reserving paragraph (5) to General Instruction C; and
0
b. Revising paragraph (6) to General Instruction C.
    The revisions read as follows:

    Note:  The text of Form 6-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF 
THE SECURITIES EXCHANGE ACT OF 1934

* * * * *

GENERAL INSTRUCTIONS

* * * * *

C. Preparation and Filing of Report.

* * * * *
    (5) [Reserved]
    (6) Interactive Data File. Where a registrant prepares its 
financial statements in accordance with either generally accepted 
accounting principles as used in the United States or International 
Financial Reporting Standards as issued by the International Accounting 
Standards Board, an Interactive Data File (Sec.  232.11 of this 
chapter) is:
    (a) Required to be submitted. Required to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) and, to the extent submitted as an exhibit, 
listed as exhibit 101, if the registrant does not prepare its financial 
statements in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.), except that an Interactive Data File:
    (i) First is required for a periodic report on Form 10-Q (Sec.  
249.308a of this chapter), Form 20-F (Sec.  249.220f of this chapter), 
or Form 40-F (Sec.  249.240f of this chapter), as applicable; and
    (ii) Is required for a Form 6-K (Sec.  249.306 of this chapter) 
only when the Form 6-K contains either of the following: audited annual 
financial statements that are a revised version of financial statements 
that previously were filed with the Commission and that have been 
revised pursuant to applicable accounting standards to reflect the 
effects of certain subsequent events, including a discontinued 
operation, a change in reportable segments or a change in accounting 
principle; or current interim financial statements included pursuant to 
the nine-month updating requirement of Item 8.A.5 of Form 20-F. In 
either such case, the Interactive Data File will be required only as to 
such revised financial statements or current interim financial 
statements regardless of whether the Form 6-K contains other financial 
statements.
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant does not prepare its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.); 
and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under subparagraph (a) of this paragraph C.(6).

[[Page 40880]]

    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
    Instruction to paragraphs C.(6)(a) and (b): When an Interactive 
Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation 
S-T (Sec.  232.405(a)(3)(i) of this chapter), the exhibit index must 
include the word ``Inline'' within the title description for any 
eXtensible Business Reporting Language (XBRL)-related exhibit.
* * * * *

0
30. Amend Form 10-Q (referenced in Sec.  249.308a) by revising the 
undesignated paragraph on the cover that begins ``Indicate by check 
mark whether the registrant has submitted electronically'' to read as 
follows:

    Note:  The text of Form 10-Q does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 10-Q

* * * * *

[squ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

* * * * *

[squ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

* * * * *
    Indicate by check mark whether the registrant has submitted 
electronically every Interactive Data File required to be submitted 
pursuant to Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) 
during the preceding 12 months (or for such shorter period that the 
registrant was required to submit such files).
* * * * *

0
31. Amend Form 10-K (referenced in Sec.  249.310) by revising the 
undesignated paragraph on the cover that begins ``Indicate by check 
mark whether the registrant has submitted electronically'' to read as 
follows:

    Note: The text of Form 10-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 10-K

* * * * *

[squ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

* * * * *

[squ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

* * * * *
    Indicate by check mark whether the registrant has submitted 
electronically every Interactive Data File required to be submitted 
pursuant to Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) 
during the preceding 12 months (or for such shorter period that the 
registrant was required to submit such files).
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
32. The authority citation for part 270 continues to read in part as 
follows:

    Authority:  15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39, 
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless 
otherwise noted.
* * * * *

0
33. Revise Sec.  270.8b-1 to read as follows:


Sec.  270.8b-1  Scope of Sec. Sec.  270.8b-1 through 270.8b-32.

    The rules contained in Sec. Sec.  270.8b-1 through 270.8b-32 shall 
govern all registration statements pursuant to section 8 of the Act (15 
U.S.C. 80a-8), including notifications of registration pursuant to 
section 8(a), and all reports pursuant to section 30(a) or (b) of the 
Act (15 U.S.C. 80a-29(a) or (b)), including all amendments to such 
statements and reports, except that any provision in a form covering 
the same subject matter as any such rule shall be controlling.

0
34. Amend Sec.  270.8b-2 by revising the introductory text to read as 
follows:


Sec.  270.8b-2  Definitions.

    Unless the context otherwise requires, the terms in paragraphs (a) 
through (m) of this section, when used in the rules contained in 
Sec. Sec.  270.8b-1 through 270.8b-32, in the rules under section 30(a) 
or (b) of the Act or in the forms for registration statements and 
reports pursuant to section 8 or 30(a) or (b) of the Act, shall have 
the respective meanings indicated in this section. The terms ``EDGAR,'' 
``EDGAR Filer Manual,'' ``electronic filer,'' ``electronic filing,'' 
``electronic format,'' ``electronic submission,'' ``paper format,'' and 
``signature'' shall have the meanings assigned to such terms in part 
232 of this chapter (Regulation S-T--General Rules for Electronic 
Filings).
* * * * *


Sec.  270.8b-33   [Removed]

0
35. Remove Sec.  270.8b-33.


Sec.  270.30a-2   [Amended]

0
36. Amend Sec.  270.30a-2 by removing paragraph (d).

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
37. The authority citation for part 274 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b),78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Pub. L. 111-203, 
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

0
38. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by 
revising General Instructions B.4.(b) and C.3.(g) to read as follows:

    Note:  The text of Form N-1A does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-1A

* * * * *
[squ]REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
[squ]REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
* * * * *

GENERAL INSTRUCTIONS

* * * * *
    B. * * *
    4. * * *
    (b) For registration statements and amendments filed only under the 
Investment Company Act, the general provisions in rules 8b-1--8b-32 [17 
CFR 270.8b-1--270.8b-32] apply to the filing of Form N-1A.
* * * * *
    C. * * *
    3. * * *
    (g) Interactive Data File
    (i) An Interactive Data File (Sec.  232.11 of this chapter) is 
required to be submitted to the Commission in the manner provided by 
rule 405 of Regulation S-T (Sec.  232.405 of this chapter) for any 
registration statement or post-effective amendment thereto on Form N-1A 
that includes or amends information provided in response to Items 2, 3, 
or 4.
    (A) Except as required by paragraph (g)(i)(B), the Interactive Data 
File must be submitted as an amendment to the registration statement to 
which the Interactive Data File relates. The

[[Page 40881]]

amendment must be submitted on or before the date the registration 
statement or post-effective amendment that contains the related 
information becomes effective.
    (B) In the case of a post-effective amendment to a registration 
statement filed pursuant to paragraphs (b)(1)(i), (ii), (v), or (vii) 
of rule 485 under the Securities Act [17 CFR 230.485(b)], the 
Interactive Data File must be submitted either with the filing, or as 
an amendment to the registration statement to which the Interactive 
Data Filing relates that is submitted on or before the date the post-
effective amendment that contains the related information becomes 
effective.
    (ii) An Interactive Data File is required to be submitted to the 
Commission in the manner provided by rule 405 of Regulation S-T for any 
form of prospectus filed pursuant to paragraphs (c) or (e) of rule 497 
under the Securities Act [17 CFR 230.497(c) or (e)] that includes 
information provided in response to Items 2, 3, or 4 that varies from 
the registration statement. The Interactive Data File must be submitted 
with the filing made pursuant to rule 497.
    (iii) The Interactive Data File must be submitted in accordance 
with the specifications in the EDGAR Filer Manual, and in such a manner 
that will permit the information for each Series and, for any 
information that does not relate to all of the Classes in a filing, 
each Class of the Fund to be separately identified.
* * * * *

    By the Commission.

    Dated: June 28, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018-14365 Filed 8-15-18; 8:45 am]
 BILLING CODE 8011-01-P