[Federal Register Volume 82, Number 61 (Friday, March 31, 2017)]
[Rules and Regulations]
[Pages 15993-15995]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-06290]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10324; 34-80182; 39-2516; IC-32527]


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 updates are being made primarily to 
support the new online version of the Transfer Agent submission form 
types; provide for the ability for filers to submit duplicate filings 
for submission form type 10-D; and provide for the ability for filers 
to upload the notarized authentication document and the power of 
attorney as separate CORRESP documents when submitting a request to 
manually update their EDGAR filing passphrase. The EDGAR system was 
upgraded to support the US GAAP 2017 Taxonomy on March 6, 2016. The 
EDGAR system is scheduled to be upgraded to support the other 
functionalities on March 13, 2017.

DATES: Effective March 31, 2017. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of March 31, 2017.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation 
Finance, for questions concerning Form ABS-EE and Regulation A 
submission form types, contact Vik Sheth at (202) 551-3818; in the 
Division of Trading and Markets, for questions concerning Form TA and 
Form X-17A-5, contact Kathy Bateman at (202) 551-4345; in the Office of 
Investment Management, for questions concerning Form N-MFP, contact 
Heather Fernandez at (202) 551-6708; and in the Division of Economic 
and Risk Analysis, for questions concerning eXtensible Business 
Reporting Language (XBRL), contact Walter Hamscher at (202) 551-5397.

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 January 30, 2017. See Release No. 33-10295 (February 
08, 2017) [82 FR 9680].
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    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
27 (March 2017) and Volume II entitled EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 41 (March 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. 33-10295 in which we implemented EDGAR 
Release 17.0.2. For additional history of Filer Manual rules, please 
see the citations therein.
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    The EDGAR system will be upgraded to Release 17.1 on March 13, 2017 
and will introduce the following changes:
    The Microsoft InfoPath templates used to file Transfer Agent forms 
TA-1, TA-1/A, TA-2, TA-2/A, and TA-W will be retired on March 10, 2017. 
Effective March 13, 2017, filers must use the new online version of the 
forms application available on the EDGAR Filing Web site to file 
Transfer Agent forms. This web-based application will replace the 
corresponding Microsoft InfoPath templates that were previously used to 
file these forms. Filers will no longer need to purchase the 3rd party 
InfoPath application (which has been discontinued by Microsoft) in 
order to file the Transfer Agent forms. Filers can access Transfer 
Agent forms by selecting the `File Transfer Agent Forms' link on the 
EDGAR Filing Web site.
    Chapter 8 (Preparing and Transmitting EDGARLite Submissions) of the 
``EDGAR Filer Manual, Volume II:

[[Page 15994]]

EDGAR Filing'' will be retired. Two new sections, `File Transfer Agent 
Forms' and `Completing a Transfer Agent Form' will be added to the 
former Chapter 9 (new Chapter 8--Preparing and Transmitting Online 
Submissions) of the ``EDGAR Filer Manual, Volume II: EDGAR Filing'' to 
guide filers through the filing process.
    Filers can continue to construct XML submissions as described in 
the XML Technical Specification documents for Transfer Agent forms, and 
submit them via the EDGAR Filing Web site.
    EDGAR will be updated to allow filers to submit duplicate filings 
for submission form type 10-D. The 10-D distribution reports for ABS 
entities can have multiple deals in which each deal will report on the 
10-D generating a CIK with multiple reports for the same period.
    EDGAR will be upgraded to allow filers to provide up to four digits 
after the decimal point for the ``Price per security'' field for 
submission form types DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 1-K, 1-K/A, 1-Z, 
and 1-Z/A.
    EDGAR will be upgraded to include the following changes to ABS-EE 
and ABS-EE/A:
     The restriction on future dates for ABS-EE and ABS-EE/A in 
the ``End Period Date'' EDGAR Header Tag will be removed.
     ABS-EE filings will be suspended if the EX-102 XML 
attachment fails validation.
     In addition, the ABS-EE Asset Data schema will be updated 
with the following changes:
    [ssquf] Debt Securities ABS Asset Class: Item 5(d)(8) will be 
renamed to Actual Interest Collection Amount.
    [ssquf] Filers will be able to provide future dates through 
December 31, 2150 in response to Asset Class Items that require a date.
    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).
    Filers will be able to provide underscores (``_'') in any portion 
of the ``Notification Email Address'' and ``Submission Contact Email 
Address'' fields within X-17A-5 and X-17A-5/A submissions. In addition, 
all ASCII character validations will be removed for broker-dealer 
entity name fields for submission form types X-17A-5 and X-17A-5/A. 
Broker-dealers can submit the aforementioned filings, irrespective of 
the ASCII characters in those fields.
    Submission form types SDR, SDR/A, SDR-A, and SDR-W will no longer 
require the XBRL dei:EntityFilerCategory element to be provided to 
enable the following XBRL document Types to pass validation:
     EX-99.SDR K.INS (Traditional XBRL).
     EX-99.SDR L.INS (Traditional XBRL).
     EX-99.SDR K (Inline XBRL).
     EX-99.SDR L (Inline XBRL).
    Submission types N-MFP2 and N-MFP2/A will be updated to allow 
filers to choose both ``Exempt Government'' and ``Treasury'' as the 
category of the fund in Item A.10 of the form. For more information, 
see the updated ``EDGAR Form N-MFP2 XML Technical Specification'' 
document located on the SEC's Public Web site (https://www.sec.gov/info/edgar/tech-specs).
    Filers will now be able to upload the notarized authentication 
document and the power of attorney as separate CORRESP documents when 
submitting a request to manually update their passphrase on the EDGAR 
Filer Management Web site (https://www.filermanagement.edgarfiling.sec.gov).
    On March 6, 2017, the EDGAR system was upgraded to Release 17.0.3 
and now supports the US GAAP 2017 Taxonomy; and updated SEC taxonomies 
COUNTRY, CURRENCY, EXCH and NAICS. Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete listing of supported 
standard taxonomies. Taxonomy Disclosure Templates have been made 
available to be used as part of the filer's extension taxonomy based on 
examples in the Taxonomy Implementation Guides. Please see Release 
Notes for US GAAP 2017 for more details.
    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 
10:00 a.m. and 3:00 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 March 31, 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 17.1 is scheduled to become available on March 13, 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. 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

[[Page 15995]]

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 27 (March 2017). The 
requirements for filing on EDGAR are set forth in the updated EDGAR 
Filer Manual, Volume II: ``EDGAR Filing,'' Version 41 (March 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.

    By the Commission.

    Dated: March 13, 2017.
Brent J. Fields,
Secretary.
[FR Doc. 2017-06290 Filed 3-30-17; 8:45 am]
BILLING CODE 8011-01-P