[Federal Register Volume 82, Number 188 (Friday, September 29, 2017)]
[Rules and Regulations]
[Pages 45434-45436]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-20654]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10413; 34-81592; 39-2518; IC-32818]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the ``Commission'') is 
adopting revisions to the Electronic Data Gathering, Analysis, and 
Retrieval System (``EDGAR'') Filer Manual and related rules to reflect 
updates to the EDGAR system. The EDGAR system is scheduled to be 
upgraded on September 11, 2017.

DATES: Effective September 29, 2017, except that amendatory instruction 
4 to Sec.  232.301 is effective June 1, 2018. The incorporation by 
reference of the EDGAR Filer Manual is approved by the Director of the 
Federal Register as of September 29, 2017.

FOR FURTHER INFORMATION CONTACT: In the Division of Investment 
Management, for questions concerning Forms N-PORT and N-CEN, contact 
Heather Fernandez at (202) 551-6708; in the Division of Corporation 
Finance, for questions concerning Forms S-1, S-3, S-4, S-8, S-11, F-1, 
F-3, F-4, 8-K, 10, 10-K, 10-Q, 20-F, and 40-F, contact Heather 
Mackintosh at (202) 551-8111; in the Office of Financial Management, 
for questions about negative account balances, contact Andrew Grimaldi 
at (202) 551-7304.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volume I and Volume II. The Filer Manual describes the 
technical formatting requirements for the preparation and submission of 
electronic filings through the EDGAR system.\1\ It also describes the 
requirements for filing using EDGARLink Online and the Online Forms/XML 
Web site.
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on July 17, 2017. See Release No. 33-10385 (July 6, 
2017) [82 FR 35062].
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    The revisions to the Filer Manual reflect changes within Volume I, 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
29 (September 2017), and Volume II, entitled EDGAR Filer Manual, Volume 
II: ``EDGAR Filing,'' Version 43 (September 2017). The updated manual 
will be incorporated by reference into the Code of Federal Regulations.
    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. Filers must comply 
with the applicable provisions of the Filer Manual in order to assure 
the timely acceptance and processing of filings made in electronic 
format.\2\ Filers may consult the Filer Manual in conjunction with our 
rules governing mandated electronic filing when preparing documents for 
electronic submission.\3\
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    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ See Release No. 33-10385 in which we implemented revisions 
to reflect EDGAR Release 17.2. For additional history of EDGAR Filer 
Manual revisions, please see the citations therein.
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    The EDGAR system will be upgraded to Release 17.3 on September 11, 
2017, and will introduce the following changes:
    In Release No. 33-10231 (October 13, 2016) [81 FR 81870], the 
Commission adopted changes to the reporting requirements for investment 
companies. Among the changes was the adoption of Form N-PORT, which 
requires investment companies to report information about portfolio 
holdings monthly in a structured format. EDGAR Release 17.3 will 
provide a pilot program whereby filers may submit TEST versions of the 
following form types:
    <bullet> Public Monthly Portfolio Investments Report on Form N-PORT 
(NPORT-P).
    <bullet> Amended Public Monthly Portfolio Investments Report on 
Form N-PORT (NPORT-P/A).
    <bullet> Non-Public Monthly Portfolio Investments Report on Form N-
PORT (NPORT-NP).
    <bullet> Amended Non-Public Monthly Portfolio Investments Report on 
Form N-PORT (NPORT-NP/A).

[[Page 45435]]

    <bullet> Portfolio Holdings Exhibit to Form N-PORT (NPORT-EX).
    <bullet> Amended Portfolio Holdings Exhibit to Form N-PORT (NPORT- 
EX/A).
    In Release No. 33-10231 the Commission also adopted new Form N-CEN, 
which will require investment companies, other than face amount 
certificate companies, to provide an annual report of census-type 
information in a structured format. EDGAR Release 17.3 will permit 
investment companies to submit TEST versions of the following form 
types:
    <bullet> Annual Report for Registered Investment Companies (N-CEN).
    <bullet> Amendment to Annual Report for Registered Investment 
Companies (N-CEN/A).
    <bullet> EDGAR Release 17.3 will also introduce two additional 
submission form types:
    <bullet> Notice under Exchange Act Rule 12b-25 of the inability to 
timely file Form N-CEN (NT-NCEN).
    <bullet> Amendment to Notice under Exchange Act Rule 12b-25 of the 
inability to timely file Form N-CEN (NT-NCEN/A).
    EDGAR will only accept TEST submissions of form types NPORT-P, 
NPORT-P/A, NPORT-NP, NPORT- NP/A, NPORT-EX, NPORT-EX/A, N-CEN, and N-
CEN/A from September 11, 2017, through December 31, 2017, and then 
again from March 1, 2018 until May 31, 2018. Beginning June 1, 2018, 
EDGAR will accept both TEST and LIVE submissions of form types NPORT-P, 
NPORT-P/A, NPORT-NP, NPORT- NP/A, NPORT-EX, NPORT-EX/A, N-CEN, and N-
CEN/A. The EDGAR Filer Manual will be revised to provide instructions 
for making TEST N-PORT and N-CEN filings. Corresponding changes will be 
made to Chapter 8 (Preparing and Transmitting Online Submissions) of 
the EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
    In Release No. 33-10332 (March 31, 2017) [82 FR 17545] the 
Commission made rule and form changes to effectuate inflation 
adjustments and other technical amendments required under Titles I & 
III of the JOBS Act. Among the technical changes was the revision to 
Commission forms so that registrants can designate whether they are an 
Emerging Growth Company and whether they have elected not to use the 
extended transition period for complying with any new or revised 
financial accounting standards.
    Updates are being made in EDGAR Release 17.3 so that the same 
disclosures can be provided for any co-registrants. The following 
EDGARLink Online submission form types will be revised to reflect the 
two fields for each co-registrant: S-1, S-1/A, S-3, S-3/A, S-4, S-4/A, 
S-8, S-11, S-11/A, F-1, F-1/A, F-3, F-3/A, F-4, F-4/A, 10-12B, 10-12B/
A, 10-12G, 10-12G/A, 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8-K12G3, 8-K12G3/A, 
8-K15D5, 8-K15D5/A, 10-Q, 10-Q/A, 10-QT, 10-QT/A, 10-K, 10-K/A, 10-KT, 
10-KT/A, 20-F, 20-F/A, 20FR12B, 20FR12B/A, 20FR12G, 20FR12G/A, 40-F, 
40-F/A, 40FR12B, 40FR12B/A, 40FR12G, and 40FR12G/A. Corresponding 
changes will be made to Chapter 7 (Preparing and Transmitting EDGARLink 
Online Submissions) of the EDGAR Filer Manual, Volume II: ``EDGAR 
Filing.''
    The ``Balance Information'' and ``Account Activity Statement'' 
screen of the EDGAR Filing Web site will be updated with the following 
text: ``A negative balance amount indicates that money is owed to the 
SEC and the account is past due. For more information on making filing 
fee payments, see https://www.sec.gov/paymentoptions.'' Corresponding 
changes will be made to Chapter 5 (Maintenance of Company Data) of the 
EDGAR Filer Manual Volume I: ``General Information.''
    Along with the adoption of the Filer Manual, we are amending Rule 
301 of Regulation S-T to provide for the incorporation by reference 
into the Code of Federal Regulations of today's revisions. This 
incorporation by reference was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
    The updated EDGAR Filer Manual will be available for Web site 
viewing and printing; the address for the Filer Manual is 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 changes relate 
solely to agency procedures or practice, publication for notice and 
comment is not required under the Administrative Procedure Act 
(``APA'').\4\ It follows that the requirements of the Regulatory 
Flexibility Act \5\ do not apply.
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    \4\ 5 U.S.C. 553(b)(A).
    \5\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is September 29, 2017. In accordance with the APA,\6\ we 
find that there is good cause to establish an effective date less than 
30 days after publication of these rules. The EDGAR system upgrade to 
Release 17.3 is scheduled to become available on September 11, 2017. 
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.
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    \6\ 5 U.S.C. 553(d)(3).
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Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act of 1933,\7\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\8\ 
Section 319 of the Trust Indenture Act of 1939,\9\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\10\
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    \7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \9\ 15 U.S.C. 77sss.
    \10\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendment

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

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

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-37, and 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.
* * * * *

0
2. The amendment to Sec.  232.301 published November 18, 2016 (81 FR 
82019) is withdrawn.

0
3. Effective September 29, 2017, Sec.  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 fort 
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 29 (September 2017). The requirements for filing 
on EDGAR are set forth in the updated

[[Page 45436]]

EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 43 (September 
2017). 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 Web site 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 from the following address: Public Reference Room, U.S. 
Securities and Exchange Commission, 100 F Street NE., Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. You can also inspect the document at the National Archives 
and Records Administration (NARA). For information on the availability 
of this material at NARA, call 202-741-6030, or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.


Sec.  232.301  [Amended]

0
4. Effective June 1, 2018, amend Sec.  232.301 by removing the fourth 
sentence.

    By the Commission.

    Dated: September 13, 2017.
Brent J. Fields,
Secretary.
[FR Doc. 2017-20654 Filed 9-28-17; 8:45 am]
BILLING CODE 8011-01-P