[Federal Register Volume 84, Number 206 (Thursday, October 24, 2019)]
[Rules and Regulations]
[Pages 56938-56939]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-23211]



[[Page 56938]]

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

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10709; 34-87148; 39-2529; IC-33650]


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 (``EDGAR Filer Manual'' or 
``Filer Manual'') and related rules. The EDGAR system was upgraded on 
September 30, 2019.

DATES: Effective October 24, 2019. The incorporation by reference of 
the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of October 24, 2019.

FOR FURTHER INFORMATION CONTACT: For questions concerning mining 
property disclosure exhibit EX-96, please contact Heather Macintosh in 
the Division of Corporation Finance at (202) 551-8111. For questions 
regarding Rule of Practice 194 and the removal of Schedule C to 
security-based swap entity registration forms, please contact Devin 
Ryan in the Division of Trading and Markets at (202) 551-7654. For 
questions concerning EDGAR password complexity requirements or EDGAR 
last account login activity information, please contact EDGAR Filer 
Support at (202) 551-8900. For questions concerning Form ATS-N/UA and 
ATS-N/CA submissions with revised Market Participant Identifier 
numbers, please contact Tyler Raimo or Michael Broderick in the 
Division of Trading and Markets at (202) 551-6227 or (202) 551-5058. 
For questions concerning Form N-CEN submissions or submissions by 
deregistered investment companies during a limited time period 
following deregistration, please contact Heather Fernandez in the 
Division of Investment Management at (202) 551-6708. For questions 
concerning Inline XBRL validations or retired taxonomies, please 
contact the Division of Economic and Risk Analysis, Office of 
Structured Disclosure at (202) 551-5494.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volumes I and II. The Filer Manual describes the technical 
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 EDGAR Online Forms 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 June 7, 2019. See Release No. 33-10645 (June 7, 
2019) [84 FR 31192].
---------------------------------------------------------------------------

    The revisions reflect changes in EDGAR Filer Manual, Volume I: 
``General Information,'' (Version 34) and EDGAR Filer Manual, Volume 
II: ``EDGAR Filing,'' (Version 52) (September 2019). The updated Filer 
Manual is 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 filings when preparing 
documents for electronic submission.
---------------------------------------------------------------------------

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

    The EDGAR System was updated in Release 19.3 and corresponding 
amendments to the Filer Manual are being made to reflect the changes 
described below.
    In Release No. 33-10570,\3\ the Commission adopted mining property 
disclosure rules. In accordance with this rulemaking, EDGAR Release 
19.3 added exhibit EX-96 (Mining Disclosure) for submission form types 
S-1, S-1/A, S-3, S-3/A, S-4, S-4/A, S-4 POS, POS AM, F-1, F-1/A, F-3, 
F-3/A, F-4, F-4/A, F-4 POS, 10-12B, 10-12B/A, 10-12G, 10-12G/A, 10-K, 
10-K/A, 20-F, 20-F/A, 20FR12B, 20FR12B/A, 20FR12G, 20FR12G/A, 1-A, 1-A/
A, and 1-A POS. Filers who are required to submit a technical report 
summary regarding their mining property must submit EX-96 as an 
attachment in official HTML, ASCII or PDF format. See Chapter 5 
(Constructing Attached Documents and Document Types), Chapter 8 
(Preparing and Transmitting Online Submissions) and Appendix E 
(Automated Conformance Rules for EDGAR Data Fields) of the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing.''
---------------------------------------------------------------------------

    \3\ See Modernization of Property Disclosures for Mining 
Registrants, Release 33-10570 (October 31, 2018) [83 FR 66344] 
(requiring, inter alia, the registrant file a technical report 
summary as an exhibit to the relevant Commission filing when 
disclosing mineral reserves or mineral resources for the first time 
or when there is a material change).
---------------------------------------------------------------------------

    In Release No. 34-84858, the Commission adopted Rule of Practice 
194, which, among other things, provides an exclusion for a registered 
security-based swap dealer or major security-based swap participant 
from the statutory disqualification prohibition in Section 15F(b)(6) of 
the Securities Exchange Act of 1934 (the ``Exchange Act'') with respect 
to associated persons that are not natural persons (i.e., associated 
person entities).\4\ Concurrent with the adoption of Rule of Practice 
194(c), the Commission also deleted Exchange Act Rule 15Fb6-1 and 
Schedule C to the security-based swap entity registration forms.\5\ To 
implement this rulemaking, EDGAR Release 19.3 removed Schedule C and 
any references to Schedule C in security-based swap entity registration 
form types SBSE, SBSE/A, SBSE-A, SBSE-A/A, SBSE-BD, and SBSE-BD/A. See 
Chapter 8 (Preparing and Transmitting Online Submissions) of the 
``EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
---------------------------------------------------------------------------

    \4\ See Application by Security-Based Swap Dealers or Major 
Security-Based Swap Participants for Statutorily Disqualified 
Associated Persons to Effect or be Involved in Effecting Security-
Based Swaps, Release No. 34-84858 (December 19, 2018) [84 FR 4906] 
(``Rule of Practice 194 Adopting Release''); see also Rule of 
Practice 194(c), 17 CFR 201.194(c).
    \5\ See Rule of Practice 194 Adopting Release at 4919-20 and 
4947 (explaining that the exclusion provided in Rule of Practice 
194(c) makes Rule 15Fb6-1 and the related Schedule C unnecessary).
---------------------------------------------------------------------------

    To enhance the security of access to filer accounts in EDGAR, EDGAR 
Release 19.3 introduced enhanced password complexity requirements. 
Filers will be required to use twelve-character passwords instead of 
eight-character passwords when logging into the EDGAR Filing website 
and the EDGAR Online Forms Management website. See Chapter 3 (Becoming 
an EDGAR Filer) and Chapter 4 (Generating Access Codes) of the EDGAR 
Filer Manual, Volume I: ``General Information'' and Chapter 7 
(Preparing and Transmitting EDGARLink Online Submissions) and Chapter 8 
(Preparing and Transmitting Online Submissions) of the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing.''
    To faciliate filer account management and security, EDGAR Release 
19.3 updated EDGAR to provide filers with information about account 
login activity on the EDGAR Filing website and the EDGAR Online Forms 
Management website. Filers will be able to access information regarding 
the date, time, and whether the last login attempt was successful with 
respect to their account for the past 30 calendar days. See Chapter 4 
(Generating EDGAR Access Codes) of the EDGAR Filer Manual, Volume I: 
``General Information'' and

[[Page 56939]]

Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) and 
Chapter 8 (Preparing and Transmitting Online Submissions) of the EDGAR 
Filer Manual, Volume II: ``EDGAR Filing.'' In addition, EDGAR Release 
19.3 implemented updates that will disallow filers from entering 
duplicate series and class information on form types N-CEN and N-CEN/A. 
See Chapter 8 (Preparing and Transmitting Online Submissions) of the 
EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
    EDGAR Release 19.3 upgraded EDGAR to permit EDGAR acceptance of 
submissions by deregistered investment companies for a limited period 
of 400 calendar days from the date of the investment company's 
deregistration. During the 400 calendar-day period, EDGAR will accept 
mandatory filings on submission form types 24F-2NT, 24F-2NT/A, N-CR, N-
CR/A, N-CSR, N-CSR/A, N-CSRS, N-CSRS/A, N-PX, N-PX/A, N-PX-FM, N-PX-FM/
A, N-PX-NT, N-PX-NT/A, N-PX-VR, N-PX-VR/A, N-PX-CR, N-PX-CR/A, N-Q, N-
Q/A, N-CEN, N-CEN/A, N-LIQUID, N-LIQUID/A, N-MFP2, N-MFP2/A, NPORT-EX, 
NPORT-EX/A, NPORT-NP, NPORT-NP/A, NPORT-P, NPORT-P/A, N-30D, N-30D/A, 
and N-30B-2. EDGAR will not accept submissions by deregistered 
investment companies following the expiration of the 400 calendar-day 
period.
    EDGAR Release 19.3 updated submission types ATS-N/UA and ATS-N/CA 
to allow filers to indicate when their Market Participant 
Identification or MPID number has changed. See Chapter 8 (Preparing and 
Transmitting Online Submissions) of the EDGAR Filer Manual, Volume II: 
``EDGAR Filing.''
    EDGAR Release 19.3 updated applicable taxonomies and will no longer 
support the superseded IFRS-2017 and DEI-2014 taxonomies. For a 
complete list of supported standard taxonomies, please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml.
    In addition, EDGAR Release 19.3 implemented revised validation 
rules to facilitate EDGAR acceptance of documents that contain properly 
tagged inline XBRL cover page data that may differ from EDGAR header 
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 the current 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 is 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.
    Because 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'').\6\ It follows that the requirements of the 
Regulatory Flexibility Act \7\ do not apply.
---------------------------------------------------------------------------

    \6\ 5 U.S.C. 553(b)(A).
    \7\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manuals and the related 
rule and form amendments is October 24, 2019. 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 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 Manuals with the related system upgrades.
---------------------------------------------------------------------------

    \8\ 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,\9\ Sections 3, 12, 13, 14, 15, 15B, 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\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \11\ 15 U.S.C. 77sss.
    \12\ 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-37, 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 34 (September 2019). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 52 (September 2019). 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, email fedreg.legal@nara.gov, or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.

    Dated: September 27, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-23211 Filed 10-23-19; 8:45 am]
 BILLING CODE 8011-01-P


