[Federal Register Volume 85, Number 213 (Tuesday, November 3, 2020)]
[Rules and Regulations]
[Pages 69499-69500]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-22391]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-10845; 34-89920; 39-2533; IC-34015]


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 Volume II of 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 21, 2020.

DATES: Effective November 3, 2020. The incorporation by reference of 
the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of November 3, 2020.

FOR FURTHER INFORMATION CONTACT: For questions regarding updates to the 
Forms N-CEN and N-CEN/A submission types for exchange-traded funds 
(``ETFs'') and the submission form types and exhibits for variable 
contracts, please contact Heather Fernandez in the Division of 
Investment Management at (202) 551-6708. For questions concerning the 
redlining for Inline eXtensible Business Reporting Language (``iXBRL'') 
and the removal of 2018 International Financial Reporting Standards 
(IFRS-2018) and 2018 Document and Entity Information (DEI-2018) 
taxonomies and removal of linkbases of 2018 US Mutual Fund Risk/Return 
(RR-2018) taxonomy, please contact the Office of Structured Disclosure 
in the Division of Economic and Risk Analysis at (202) 551-5494.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual Volume II: ``EDGAR Filing'' (Version 54) (September 2020). The 
updated Filer Manual is incorporated by reference into the Code of 
Federal Regulations.
    The Filer Manual contains all the technical specifications needed 
for filers to make submissions through the EDGAR system.\1\ 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\
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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 (Apr. 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on January 27, 2020. See Release No. 33-10749 (Jan. 27, 
2020) [85 FR 9365].
    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
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    The EDGAR System was updated in Release 20.3 and corresponding 
amendments to the Filer Manual are being made to reflect the changes 
described below.
    On September 25, 2019, the Commission adopted 17 CFR 6c-11 (``rule 
6c-11'') under the Investment Company Act of 1940 to permit ETFs that 
satisfy certain conditions to operate without the expense and delay of 
obtaining an exemptive order. The Commission also adopted certain 
related amendments to Form N-CEN.\3\ EDGAR Release 20.3 updates Forms 
N-CEN and N-CEN/A submission types to collect specific information on 
which ETFs are relying on rule 6c-11 and the instruction that contains 
the definition of ``authorized participant'' to conform the definition 
with rule 6c-11. The EDGAR Filer Manual has been revised to provide 
relevant instructions related to this modification for filers to 
complete Forms N-CEN and N-CEN/A submission types. See Chapter 8 
(Preparing and Transmitting Online Submissions) of the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing.''
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    \3\ See Exchange-Traded Funds, Release No. 33-10695 (Sep. 25, 
2019) [84 FR 57162].
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    On March 11, 2020, the Commission adopted rule and form amendments 
intended to help investors make informed investment decisions regarding 
variable annuity and variable life insurance contracts.\4\ EDGAR 
Release 20.3 adds the following new submission form types accessible 
through EDGARLink Online: 497VPI, 497VPU, N-VP, N-VP/A, N-VPFS, and N-
VPFS/A. See Chapter 3 (Index to Forms) and Appendix C (EDGAR Submission 
Types) of the EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
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    \4\ See Updated Disclosure Requirements and Summary Prospectus 
for Variable Annuity and Variable Life Insurance Contracts, Release 
No. 33-10765 (Mar. 11, 2020) [85 FR 25964].
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    The EDGAR system will no longer accept the following submission 
form types after September 21, 2020, due to the Commission's rescission 
of these form types: N-1, N-1/A, N-27E-1, N-27E-1/A, N-27F-1, and N-
27F-1/A. New exhibits for Forms N-3, N-4 and N-6 also are available on 
EDGARLink Online and filers have the option to attach these new 
exhibits in official HTML or ASCII format (and unofficially in PDF 
format). The EDGAR Filer Manual includes information related to this 
modification for filers to complete the relevant submission types and 
to include references to the new exhibit types. See Appendix E 
(Automated Conformance Rules for EDGAR Data Fields) of the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing.''
    EDGAR Release 20.3 allows filers to mark changed material by 
redlining changed content in Inline XBRL submissions. Accordingly, the 
following submission form types permit redlining in Inline XBRL format: 
N-1A, N-1A/A, 485APOS, 497, 485BPOS, 10-Q, 10-Q/A, 10-QT, 10-QT/A, S-1, 
S-1/A, S-3, S-3/A, S-4, S-4/A, S-11, S-11/A, S-11MEF, S-1MEF, S-3D, S-
3DPOS, S-3MEF, S-4 POS, S-4EF, S-4MEF, 10-K, 10-K/A, 10-KT, 10-KT/A, 
10-12B, 10-12B/A, 10-12G, 10-12G/A, POS AM, POS EX, S-3ASR, 20-F, 20-F/
A, 40-F, 40-F/A, 8-K, 8-K/A, F-1, F-1/A, F-3, F-3/A, F-3ASR, F-3D, F-
3DPOS, F-3MEF, F-4, F-4/A, F-4EF, F-4POS, F-10EF, F-10POS, 6-K, 6-K/A, 
8-K12B, 8-K12B/A, 8-K12G3, 8-K12G3/A, 8-K15D5, 8-K15D5/A, SP 15D2, and 
SP 15D2/A. See Chapter 5 (Constructing

[[Page 69500]]

Attached Documents and Document Types) of the EDGAR Filer Manual, 
Volume II: ``EDGAR Filing.''
    In EDGAR Release 20.3, the EDGAR system disallows the IFRS-2018 
taxonomy and DEI-2018 taxonomy versions and linkbases of RR-2018 
taxonomy since two versions of both IFRS and DEI taxonomies are usually 
maintained, which are currently the 2020 and 2019 versions. The 
linkbases of the RR-2018 taxonomy depend on the DEI-2018 taxonomy, 
which is being removed. Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for the complete list of supported standard 
taxonomies.
    Along with the adoption of the Filer Manual, we are amending 17 CFR 
232.301 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'').\5\ It follows that the requirements of the 
Regulatory Flexibility Act \6\ do not apply.
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    \5\ 5 U.S.C. 553(b)(A).
    \6\ 5 U.S.C. 601 through 612.
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    The effective date for the updated Filer Manual and the related 
rule and form amendments is November 3, 2020. In accord 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 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 the related system upgrades.
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    \7\ 5 U.S.C. 553(d) (3).
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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,\8\ Sections 3, 12, 13, 14, 15, 15B, 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\
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    \8\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s (a).
    \9\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \10\ 15 U.S.C. 77sss.
    \11\ 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 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 35 (January 2020). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 54 (September 2020). 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 [email protected], or go to: 
https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.

    Dated: September 18, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-22391 Filed 11-2-20; 8:45 am]
BILLING CODE 8011-01-P