[Federal Register Volume 83, Number 137 (Tuesday, July 17, 2018)]
[Rules and Regulations]
[Pages 33119-33121]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-15247]



========================================================================
Rules and Regulations
                                                Federal Register
________________________________________________________________________

This section of the FEDERAL REGISTER contains regulatory documents 
having general applicability and legal effect, most of which are keyed 
to and codified in the Code of Federal Regulations, which is published 
under 50 titles pursuant to 44 U.S.C. 1510.

The Code of Federal Regulations is sold by the Superintendent of Documents. 

========================================================================


Federal Register / Vol. 83, No. 137 / Tuesday, July 17, 2018 / Rules 
and Regulations

[[Page 33119]]



SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10518; 34-83614; 39-2521; IC-33153]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission (the ``Commission'') is 
adopting revisions to the Electronic Data Gathering, Analysis, and 
Retrieval System (``EDGAR'') Filer Manual and related rules. The EDGAR 
system is scheduled to be upgraded on July 9, 2018.

DATES: Effective July 17, 2018. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of July 17, 2018.

FOR FURTHER INFORMATION CONTACT: In the Division of Investment 
Management, for questions concerning Forms N-CSR or N-CSRS, contact 
Heather Fernandez at (202) 551-6708. In the Division of Trading and 
Markets, for questions concerning Form Funding Portal, contact Timothy 
White at (202) 551-7232. In the Office of Municipal Securities, for 
questions regarding Forms MA and MA-I, contact Ahmed A. Abonamah at 
(202) 551-3887. In the Division of Corporation Finance, for questions 
concerning the Form ABS-15G, Form C, and Form D, contact Heather 
Mackintosh at (202) 551-8111. In the Division of Economic and Risk 
Analysis, for questions concerning retired taxonomies and the updated 
2018 IFRS taxonomy, contact Brian Hankin at (202) 551-8497.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volume II. The Filer Manual describes the technical formatting 
requirements for the preparation and submission of electronic filings 
through the EDGAR system.\1\ It also describes the requirements for 
filing using EDGARLink Online and the Online Forms/XML website.
---------------------------------------------------------------------------

    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on April 25, 2018. See Release No. 33-10486 (April 25, 
2018) [83 FR 22190].
---------------------------------------------------------------------------

    The revisions to the Filer Manual reflect changes within Volume II, 
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 47 
(July 2018). The updated manual will be incorporated by reference into 
the Code of Federal Regulations.
    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. Filers must comply 
with the applicable provisions of the Filer Manual in order to assure 
the timely acceptance and processing of filings made in electronic 
format.\2\ Filers should consult the Filer Manual in conjunction with 
our rules governing mandated electronic filing when preparing documents 
for electronic submission.
---------------------------------------------------------------------------

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

    The EDGAR System and Filer Manual will be updated in Release 18.2 
and will reflect the changes described below.
    Release No. 33-10486 amended Forms Funding Portal, Form MA, Form 
MA-I, and Form MSD to eliminate the portions of such forms that 
requested filers furnish certain sensitive personally identifiable 
information (``PII'') of natural persons, including Social Security 
numbers, foreign identity numbers, dates of birth, and places of 
birth.\3\ In Release 18.2, the EDGAR filer interface will be revised to 
include new ``pop-up'' messages, which will warn filers not to provide 
such sensitive PII. These changes further support the revisions to the 
aforementioned forms. Pop-up messages will also instruct filers on how 
to complete the required fields using a numeric placeholder or CRD 
number placeholder in lieu of certain sensitive PII in specified fields 
on submission form types MA, MA-A, MA/A, MA-I, and MA-I/A and on the 
Form Funding Portal landing page. Corresponding changes have been made 
to Chapter 8 (Preparing and Transmitting Online Submissions) of the 
EDGAR Filer Manual, Volume II.
---------------------------------------------------------------------------

    \3\ See Release No. 33-10486.
---------------------------------------------------------------------------

    EDGAR will be revised to add the new exhibit ``EX-99. IND PUB ACCT 
(Change of Independent Public Accountant)'' for submission form types 
N-CSR, N-CSR/A, N-CSRS and N-CSRS/A. The new exhibit will allow 
registrants to report a change in their independent public accountant. 
Corresponding changes have been made to Appendix E (Automated 
Conformance Rules for EDGAR Data Fields) of the EDGAR Filer Manual, 
Volume II.
    EDGAR will be revised to update submission form types ABS-15G and 
ABS-15G/A to remove ``Issuing Entity Name'' for the Registered Entity 
field in Items 2.01 and 2.02 and to remove ``Issuing Entity CIK'' from 
the Unregistered Entity field in Item 2.01 and from the Unregistered 
Entity under Rule 15Ga-2 field in Item 2.02. The revisions are designed 
to improve validation of filer identification header tag information by 
removing unnecessary header tag fields associated with these submission 
types. For further information, please see the ``EDGARLink Online XML 
Technical Specification document'' available on the SEC's public 
website at https://www.sec.gov/oit/Article/info-edgar-tech-specs.html. 
Corresponding changes have been made to Chapter 7 (Preparing and 
Transmitting EDGARLink Online Submissions) and Appendix A (Messages 
Reported by EDGAR) of the EDGAR Filer Manual, Volume II.
    EDGAR will be revised to update submission form types C, C/A, C-AR, 
C-AR/A, and C-TR to provide filers with an error message if they do not 
adhere to the EDGAR file naming standards specified in Chapter 5 
(Constructing Attached Documents and Document Types) of the EDGAR Filer 
Manual, Volume II. In addition, submission form types C, C/A, C-A, C-
AR, C-AR/A and C-U will be updated to allow filers to input a decimal 
value in the ``Current Employees'' field to denote any part-time 
employees. Corresponding changes have been made to Chapter 8 (Preparing 
and Transmitting Online Submissions) of the EDGAR Filer Manual, Volume 
II.
    EDGAR will be revised to update submission form types D and D/A to 
increase the character limits from 150 to 200 characters for the 
following fields:

[[Page 33120]]

``Last Name'' under Item 3: Related Persons; ``Recipient'' under Item 
12: Sales Compensation; and ``(Associated) Broker or Dealer'' under 
Item 12: Sales Compensation. For further information, please see the 
``EDGAR Form D XML Technical Specification'' document available on the 
SEC's public website at https://www.sec.gov/oit/Article/info-edgar-tech-specs.html. Corresponding changes have been made to Chapter 8 
(Preparing and Transmitting Online Submissions) of the EDGAR Filer 
Manual, Volume II.
    The EDGAR system will be updated to remove, and will no longer 
accept, the following submission form types: F-9, F-9/A, F-9POS, F-9EF, 
N-MFP, N-MFP/A, N-MFP1, N-MFP1/A, 497K1, 497K2, 497K3A, and 497K3B. 
These submission types either allow for filing of forms that have been 
rescinded by prior Commission action, or have been replaced by newer 
submission form types and are now obsolete. Corresponding changes have 
been made to Chapter 2 (Quick Guide to EDGAR Filing), Chapter 3 (Index 
to Forms), Chapter 4 (Filing Fee Information), Chapter 6 (Interactive 
Data), Chapter 8 (Preparing and Transmitting Online Submissions), and 
Appendix C (EDGAR Submission Types) of the EDGAR Filer Manual, Volume 
II.
    The EDGAR system will be upgraded to remove the following 
taxonomies, which have been superseded: US-GAAP-2016, DEI-2013, DEI-
2009, EXCH-2016, and RR-2010. The EDGAR system will be updated to 
reflect the 2018 version of the IFRS taxonomy. For further information 
please refer to the SEC's public website at https://www.sec.gov/info/edgar/edgartaxonomies.shtml.
    Chapter 5 (Constructing Attached Documents and Document Types) of 
the EDGAR Filer Manual, Volume II will be updated to provide clarifying 
instructions regarding the use of, and submission requirements for, PDF 
documents for specified submission form types. The EDGAR Filer Manual 
will also be revised to make clarifying changes to certain instructions 
by removing references to an application tool used to read XBRL data. 
The tool is no longer supported on sec.gov. Finally, the EDGAR Filer 
Manual will include revised instructions that clarify how filers may 
report shares outstanding for multiple classes of stock for XBRL 
validation. Corresponding changes have been made to Chapter 6 
(Interactive Data) of the EDGAR Filer Manual, Volume II.
    Along with the adoption of the Filer Manual, we are amending Rule 
301 of Regulation S-T to provide for the incorporation by reference 
into the Code of Federal Regulations of today's revisions. This 
incorporation by reference was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
    The updated EDGAR Filer Manual will be available for website 
viewing and printing; the address for the Filer Manual is https://www.sec.gov/info/edgar/edmanuals.htm. You may also obtain paper copies 
of the EDGAR Filer Manual from the following address: Public Reference 
Room, U.S. Securities and Exchange Commission, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m.
    Since the Filer Manual and the corresponding rule and form 
amendments relate solely to agency procedures or practice, publication 
for notice and comment is not required under the Administrative 
Procedure Act (``APA'').\4\ It follows that the requirements of the 
Regulatory Flexibility Act \5\ do not apply.
---------------------------------------------------------------------------

    \4\ 5 U.S.C. 553(b)(A).
    \5\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the related 
rule and form amendments is July 17, 2018. In accordance with the 
APA,\6\ we find that there is good cause to establish an effective date 
less than 30 days after publication of these rules. The Commission 
believes that establishing an effective date less than 30 days after 
publication of these rules is necessary to coordinate the effectiveness 
of the updated Filer Manual with these system upgrades.
---------------------------------------------------------------------------

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

Statutory Basis

    We are adopting the amendments to Regulation S-T under the 
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of 
1933,\7\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities 
Exchange Act of 1934,\8\ Section 319 of the Trust Indenture Act of 
1939,\9\ and Sections 8, 30, 31, and 38 of the Investment Company Act 
of 1940.\10\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \9\ 15 U.S.C. 77sss.
    \10\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendments

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

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

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

    Authority:  15 U.S.C. 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-7, 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.
* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 30 (March 2018). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 47 (July 2018).
    Additional provisions applicable to Form N-SAR filers are set forth 
in the EDGAR Filer Manual, Volume III: ``N-SAR Supplement,'' Version 6 
(January 2017). All of these provisions have been incorporated by 
reference into the Code of Federal Regulations, which action was 
approved by the Director of the Federal Register in accordance with 5 
U.S.C. 552(a) and 1 CFR part 51. You must comply with these 
requirements in order for documents to be timely received and accepted. 
The EDGAR Filer Manual is available for website viewing and printing; 
the address for the Filer Manual is https://www.sec.gov/info/edgar/edmanuals.htm. You can obtain paper copies of the EDGAR Filer Manual at 
the following address: Public Reference Room, U.S. Securities and 
Exchange Commission, 100 F Street NE, Washington, DC 20549, on official 
business days between the hours of 10 a.m. and 3 p.m. You can also 
inspect the document at the National Archives and Records 
Administration (NARA). For information on the availability of this 
material at NARA, call 202-741-6030, or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.


[[Page 33121]]


     Dated: July 10, 2018.
Lynn M. Powalski,
Deputy Secretary.
[FR Doc. 2018-15247 Filed 7-16-18; 8:45 am]
 BILLING CODE 8011-01-P