
[Federal Register Volume 82, Number 144 (Friday, July 28, 2017)]
[Rules and Regulations]
[Pages 35062-35064]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-15862]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10385; 34-81080; 39-2517; IC-32724]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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

SUMMARY: The Securities and Exchange Commission (``the Commission'') is 
adopting revisions to the Electronic Data Gathering, Analysis, and 
Retrieval System (``EDGAR'') Filer Manual and related rules to reflect 
updates to the EDGAR system. The updates are being made primarily to 
reflect amendments made to several forms under the Securities Act of 
1933 (``Securities Act'') and the Securities Exchange Act of 1934 
(``Exchange Act'') to effectuate inflation adjustments and other 
technical amendments required under Titles I and III of the Jumpstart 
Our Business Startups (``JOBS'') Act; support recent updates to Form C 
and Form D; includes instructions for hyperlinking to exhibits included 
with certain Securities Act and Exchange Act forms and makes certain 
corrective changes to previously revised sections. The revised EDGAR 
Filer Manual also announces updates to the technical specifications for 
the ABS-EE schema and terminates support for US-GAAP-2015, EXCH-2015, 
CURRENCY-2014, and COUNTRY-2013 taxonomies. The EDGAR system is 
scheduled to be upgraded on July 17, 2017.

DATES: Effective July 28, 2017. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of July 28, 2017.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation 
Finance, for questions concerning Forms ABS-EE, ABS-15G, C, D, S-1, S-
3, S-4, S-8, S-11, F-1, F-3, F-4, 8-K, 10, 10-D, 10-K, 10-Q, 20-F, and 
40-F, contact Heather Mackintosh at (202) 551-8111; in the Division of 
Trading and Markets, for questions concerning Forms 17-H and X-17A-5, 
contact Kathy Bateman at (202) 551-4345; in the Office of Investment 
Management, for questions concerning Forms 1-E, 2-E, N-1A, N-23C-2, N-
23C3, 40-APP, and 40-17G, contact Heather Fernandez at (202) 551-6708; 
and in the Division of Economic and Risk Analysis, for questions 
concerning taxonomies and eXtensible Business Reporting Language 
(XBRL), contact Brian Hankin at (202) 551-8497.

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

[[Page 35063]]

requirements for filing using EDGARLink Online and the Online Forms/XML 
Web site.
---------------------------------------------------------------------------

    \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 March 13, 2017. See Release No. 33-10324 (March 31, 
2017) [82 FR 15993].
---------------------------------------------------------------------------

    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
28 (July 2017) and Volume II entitled EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 42 (July 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\
---------------------------------------------------------------------------

    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ See Release No. 33-10324 in which we implemented revisions 
to reflect EDGAR Release 17.1. For additional history of EDGAR Filer 
Manual revisions, please see the citations therein.
---------------------------------------------------------------------------

    The EDGAR system will be upgraded to Release 17.2 on July 17, 2017 
and will introduce the following changes:
    Effective September 1, 2017, large accelerated and accelerated 
filers filing Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10, SF-
1, and SF-3 under the Securities Act and Forms 10, 10-K, 10-Q, 8-K, 20-
F, and 10-D under the Exchange Act will be required to submit these 
forms in HTML and include a hyperlink to each exhibit listed in the 
exhibit index of these filings, including exhibits that are 
incorporated by reference.\4\ Instructions for hyperlinking to an 
exhibit submitted with a previous submission, or an exhibit that is 
being filed concurrently with the submission, have been included in 
Chapter 5 of Volume II of the EDGAR Filer Manual. Instructions for 
using HTML Styles to indicate the location of the Exhibit Links and the 
Summary Section have also been included in Chapter 5 of Volume II of 
the EDGAR Filer Manual.
---------------------------------------------------------------------------

    \4\ Non-accelerated filers and smaller reporting companies that 
submit filings in ASCII will not need to comply with these 
requirements until September 1, 2018. The compliance date for any 
Form 10-D filing that will require a hyperlink to an exhibit filed 
with Form ABS-EE will be delayed until SEC staff completes 
programming changes to EDGAR. These changes will allow Form 10-D 
filers to include the Form 10-D and Form ABS-EE in a single 
submission so that the required exhibit hyperlinks can be created at 
the time the Form 10-D is filed. The Commission will publish a 
notice in the Federal Register and on the Commission Web site 
announcing the compliance date for those Form 10-D filings.
---------------------------------------------------------------------------

    Submission form types D and D/A will be updated to remove the 
reference to ``Rule 505'' in Item 6: Federal Exemption(s) and 
Exclusion(s) Claimed. The ``Terms of Submission'' in the Signature and 
Submission screen will be updated to replace the references to 
``relying on Regulation D'' and ``Rule 505(b)(2)(iii)'' with ``relying 
on Rule 504 or Rule 506'' and ``Rule 504(b)(3),'' respectively. The 
Total Offering Amount in ``Item 13: Offering and Sales Amounts'' will 
increase from a maximum of $1,000,000 to $5,000,000 if any ``Rule 504'' 
item is selected on submission form types D and D/A. Corresponding 
changes will be made to Chapter 8 and Appendix A of the EDGAR Filer 
Manual.
    In Release No. 33-10332 (March 31, 2017) [82 FR 17545], the 
Commission adopted rule changes to effectuate inflation adjustments and 
other technical amendments required under Titles I and III of the JOBS 
Act. The technical changes included revisions to Commission forms so 
that registrants can designate whether they are an Emerging Growth 
Company (EGC) and inform the Commission as to whether they have elected 
not to use the extended transition period for EGCs to comply with any 
new or revised financial accounting standards. The following EDGARLink 
Online submission form types will be revised to reflect the two fields: 
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 
of the EDGAR Filer Manual. In addition, submission form types C and C/A 
will be updated to increase the maximum limit of the ``Target Offering 
Amount'' and ``Maximum Offering Amount'' fields to $1,070,000. 
Corresponding changes will be made to Chapter 8 of the EDGAR Filer 
Manual.
    EDGAR will be updated so that broker-dealers filing submission form 
type 17HACON must indicate whether or not the submission is for is for 
a full year. Submission form type 17HACON will require broker-dealers 
to attach an ``ORGCHART'' document to confidential annual 17-H reports 
on submission form type 17HACON even if the field ``No material changes 
have occurred since last filed'' is selected. Corresponding changes 
will be made to Chapter 8 of Volume II of the EDGAR File Manual.
    An Instructions menu icon will be added to the filer interface in 
the top-right corner for submission form types X-17A-5 and X-17A-5/A, 
which provides instructions on how to file broker-dealer annual reports 
through EDGAR. Corresponding changes will be made to Chapter 8 of 
Volume II of the EDGAR Filer Manual.
    Filers will no longer have to submit form type N-1A using ``dummy'' 
Series and Classes (Contracts) and will instead be able to register via 
submission form type N-1A using their existing Series and Classes 
(Contracts). Corresponding Changes will be made to Chapter 7 of Volume 
II of the EDGAR Filer Manual.
    Clarifying changes to Chapter 8 of Volume II of the EDGAR Filer 
Manual will be added to specify that, when Transfer Agent form 
submissions created using the filer interface, filers are limited to a 
maximum of 100 document attachments. Also, the revision clarifies that 
the maximum size of a Transfer Agent submission, including all attached 
documents, may not exceed 200 MB.
    Chapter 5, Section 5.2.5.9 will be revised to remove duplicate HTML 
tags. Chapter 6, section 6.12.7 will be revised to clarify that start/
end labels should not be used on duration-type facts. Chapters 5 and 6 
will be revised to include clarifying changes instructions for data 
tagging and labeling.
    The ABS-EE schema will be updated with the following changes:

    [cir] RMBS, 1(m)(21)(xi) 
postModificationARMPaymentRecastFrequency will be changed from 
decimal format to integer format, with a maximum length of eight 
digits.
    [cir] The maximum integer length will increase from two digits 
to eight digits for the following Asset Class Items:
    [ssquf] Item 1(c)(29)(iv), 
initialFixedRatePeriodHybridARMNumber;
    [ssquf] Item 1(c)(29)(xxi), HELOCDrawNumber;
    [ssquf] Item 1(m)(21)(iv), postModificationInterestResetNumber;
    [ssquf] Item 1(m)(21)(xx), 
postModificationARMInterestRateTeaserNumber;
    [ssquf] Item 1(m)(21)(xxi), 
postModificationARMPaymentTeaserNumber;
    [ssquf] Item 1(m)(22)(i), 
postModificationInterestOnlyTermNumber;
    [ssquf] Item 3(c)(9), originalInterestOnlyTermNumber;
    [ssquf] Item 3(c)(12), gracePeriodNumber;
    [ssquf] Item 3(j)(2), paymentExtendedNumber;
    [ssquf] Item 4(c)(8), gracePeriod; and
    [ssquf] Item 4(j)(2), leaseExtended.

    For more information, see the updated EDGAR ABS XML Technical 
Specification document available on the SEC's Public Web site (https://www.sec.gov/info/edgar/tech-specs).

[[Page 35064]]

    EDGAR will no longer provide support for the US-GAAP-2015, EXCH-
2015, CURRENCY-2014, and COUNTRY-2013 taxonomies. Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete list of 
supported standard taxonomies.
    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 these 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'').\5\ It follows that the requirements of the Regulatory 
Flexibility Act \6\ do not apply.
---------------------------------------------------------------------------

    \5\ 5 U.S.C. 553(b)(A).
    \6\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the rule 
amendments is July 28, 2017. In accordance with the APA,\7\ 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 17.2 is scheduled to become available on July 17, 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.
---------------------------------------------------------------------------

    \7\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

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,\8\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\9\ 
Section 319 of the Trust Indenture Act of 1939,\10\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\11\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \9\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \10\ 15 U.S.C. 77sss.
    \11\ 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 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 out 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 28 (July 2017). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 42 (July 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: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

    Dated: July 6, 2017.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2017-15862 Filed 7-27-17; 8:45 am]
BILLING CODE 8011-01-P


