83 FR 2369 - Adoption of Updated EDGAR Filer Manual

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 11 (January 17, 2018)

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 December 11, 2017.

[Federal Register Volume 83, Number 11 (Wednesday, January 17, 2018)]
[Rules and Regulations]
[Pages 2369-2371]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-00625]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10444; 34-82246; 39-2519; IC-32938]


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 December 11, 2017.

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

FOR FURTHER INFORMATION CONTACT: In the Division of Investment 
Management, for questions concerning Form N-LIQUID and additional data 
submission protocols for Form N-CEN, contact Heather Fernandez at (202) 
551-6708; and in the Division of Corporation Finance, for questions 
concerning the combined Form 10-D/ABS-EE submission protocols or the 
new CERT submission form type, contact Heather Macintosh at (202) 551-
8111.

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.
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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 September 13, 2017. See Release No. 33-10413 
(September 13, 2017) [82 FR 45434].
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    The revisions to the Filer Manual reflect changes within Volume II, 
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 44 
(December 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 (July 6, 2017) [82 FR 35062] 
(implementing 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 17.4 on December 11, 
2017 and will introduce the changes referenced below.
    EDGAR Release 17.4 will update EDGAR to allow, but not require, 
asset-backed securities filers to submit a combined Form 10-D and Form 
ABS-EE. The combined submission would allow filers to concurrently 
submit and create hyperlinks in Form 10-D to the Form ABS-EE exhibits 
incorporated by reference into the Form 10-D.\4\ The combined 
submission will be subject to a size limitation of 800MB, with 600MB 
for the Form ABS-EE submission and 200MB for the Form 10-D submission. 
Corresponding changes will be made to Chapter 5 (Constructing Attached 
Documents and Document Types) and Chapter 7 (Preparing and Transmitting 
EDGARLink Online Submissions) of the EDGAR Filer Manual, Volume II.
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    \4\ The Commission previously adopted amendments requiring 
registrants to include a hyperlink to each exhibit listed in the 
exhibit index of certain filings, including filings on Form 10-D. 
See Release Nos. 33-10322, 34-80132 (March 1, 2017) [82 FR 14130 
(March 17, 2017)].
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    EDGAR Release 17.4 will update EDGAR to allow, but not require, 
national securities exchanges to submit a new certification form type 
on EDGAR to evidence the approval of securities for listing on an 
exchange. EDGAR Release 17.4 will introduce submission

[[Page 2370]]

form type CERT, a new EDGARLink Online submission form type. 
Instructions for making submissions of form type CERT will be added to 
Chapter 5 (Constructing Attached Documents and Document Types) and 
Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) of 
the EDGAR Filer Manual, Volume II.
    In Release No. 33-10233 (October 13, 2016) [81 FR 82142], the 
Commission adopted changes to the reporting requirements for open-end 
management investment companies. Among the changes was the adoption of 
new Form N-LIQUID, which requires all registered open-end funds (except 
money market funds) to confidentially notify the Commission when 
certain events related to their liquidity occur. EDGAR Release 17.4 
will update EDGAR to provide a means of submitting information 
regarding liquidity events using the following form types:
     Current Report Open-End Management Investment Company 
Liquidity on Form N-LIQUID (N-LIQUID); and
     Amended Current Report Open-End Management Investment 
Company Liquidity Form N-LIQUID (N-LIQUID/A).
    Changes will be made to Chapter 3 (Index to Forms) and Chapter 7 
(Preparing and Transmitting Online Submissions) of the EDGAR Filer 
Manual, Volume II.
    In Release No. 33-10231 the Commission also adopted 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 added Form N-CEN 
and its related submission form types to EDGAR.\5\ As part of EDGAR 
Release 17.4, Chapter 7 (Preparing and Transmitting Online Submissions) 
of the EDGAR Filer Manual, Volume II will be revised to provide 
clarifying instructions for filers on how to submit an amended Form N-
CEN that contains data from a previously accepted filing on Form N-CEN 
or N-CEN/A covering the same period-end.
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    \5\ See Release No. 33-10413 (adopting updates to reflect EDGAR 
Release 17.3).
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    Finally, clarifying changes to the instructions for preparing 
documents that contain interactive data will be made to Chapter 5 
(Constructing Attached Documents and Document Types) and 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 changes relate 
solely to agency procedures or practice, publication for notice and 
comment is not required under the Administrative Procedure Act 
(``APA'').\6\ It follows that the requirements of the Regulatory 
Flexibility Act \7\ do not apply.
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    \6\ 5 U.S.C. 553(b)(A).
    \7\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is January 17, 2018. In accordance with the APA,\8\ 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 17.4 is scheduled to become available on December 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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    \8\ 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,\9\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\10\ 
Section 319 of the Trust Indenture Act of 1939,\11\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\12\
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    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \11\ 15 U.S.C. 77sss.
    \12\ 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. 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 29 (September 2017). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 44 (December 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 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 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.

    By the Commission.

[[Page 2371]]

    Dated: December 8, 2017.
Brent J. Fields,
Secretary.
[FR Doc. 2018-00625 Filed 1-16-18; 8:45 am]
 BILLING CODE 8011-01-P