Draft EDGAR Filer Manual (Volume I) General Information (Version 29)

Implementation Date: September 2017

This draft Filer Manual, posted before Commission approval of potential regulatory changes in this release, is provided as a service to our filing community to assist filers, agents, and software developers in their preparation of responses to potential changes the staff anticipates. Since this is a draft manual, the SEC retains the right to change any part of the manual before the new system release is made final. In addition, the final EDGAR Filer Manual (Volume I) (Version 29) is subject to Commission approval and may be revised before approval or not approved at all. Similarly, the posting of the draft manual does not indicate Commission approval of any pending proposed changes relating to the potential changes reflected in the draft manual. The changes outlined in this draft manual, if approved, are scheduled to take effect on September 11, 2017 for non-rule based changes or on the rule effective date for changes related to SEC rules. See SEC Final Rules posted on the SEC’s Public Website for information on the rule effective date. The final version of the manual will be made available, if approved by the Commission, on or about September 11, 2017, on the SEC’s Public Website.

Changes to the Draft EDGAR Filer Manual (Volume I) General Information (Version 29) are being made to update the filer manual to reflect changes scheduled to be implemented on September 11, 2017.

EDGAR Updates

On September 11, 2017, EDGAR Release 17.3 will introduce the following changes:

  • Form N-CEN will be introduced in a pilot phase with the following features:
    • Registered investment companies will be able to submit Form N-CEN using the following submission form types:
      • N-CEN: Annual Report for Registered Investment Companies.
      • N-CEN/A: Amendment to Annual Report for Registered Investment Companies.

      The submission form types N-CEN and N-CEN/A will be accessible by selecting the ‘File N-CEN’ link on the EDGAR Filing Website. Instructions to file the online version of N-CEN and N-CEN/A are included in Chapter 8 (Preparing and Transmitting Online Submissions) of the "EDGAR Filer Manual, Volume II: EDGAR Filing" to guide filers through the filing process. Additionally, filers may construct XML submissions for N-CEN and N-CEN/A by following the "EDGAR Form N-CEN Technical Specification" document available on the SEC's Public Website (https://www.sec.gov/info/edgar/tech-specs).

    • Form N-CEN TEST and LIVE filing timeline:
      • EDGAR will only accept TEST submissions for submission form types N-CEN and N-CEN/A until December 30, 2017, and then again from March 1, 2018 until May 30, 2018.
      • Beginning June 1, 2018 submission form types N-CEN and N-CEN/A will be accepted as LIVE or TEST submissions.
    • EDGAR will also be updated to add the following new submission form types to EDGARLink Online:
      • NT-NCEN: Notice under Exchange Act Rule 12b-25 of inability to timely file Form N-CEN.
      • NT-NCEN/A: Amendment to Notice under Exchange Act Rule 12b-25 of inability to timely file Form N-CEN.

      The submission form types NT-NCEN and NT-NCEN/A can be accessed by selecting the ‘EDGARLink Online Form Submission’ link on the EDGAR Filing Website. Additionally, filers may construct XML submissions for these submission form types by following the "EDGARLink Online XML Technical Specification" document available on the SEC's Public Website (https://www.sec.gov/info/edgar/tech-specs).

  • Form N-PORT will be introduced in a pilot phase with the following features:
    • Filers will be able to submit Form N-PORT using the following submission form types:
      • NPORT-P: Monthly Portfolio Investments Report on Form N-PORT (Public).
      • NPORT-P/A: Amendment to Monthly Portfolio Investments Report on Form N-PORT (Public).
      • NPORT-NP: Monthly Portfolio Investments Report on Form N-PORT (Non-Public).
      • NPORT-NP/A: Amendment to Monthly Portfolio Investments Report on Form N-PORT (Non-Public).
      • NPORT-EX: Portfolio Holdings Exhibit to Form N-PORT.
      • NPORT-EX/A: Amendment to Portfolio Holdings Exhibit to Form N-PORT.

      The new NPORT-P and NPORT-NP submission form types will be accepted from the EDGAR Filing Website via filer-constructed XML submissions, as described in the "EDGAR Form N-PORT XML Technical Specification" document available on the SEC's Public Website (https://www.sec.gov/info/edgar/tech-specs). The new NPORT-EX submission form types can be accessed by selecting the ‘EDGARLink Online Form Submission’ link on the EDGAR Filing Website. Additionally, filers may construct XML submissions for these submission form types by following the "EDGARLink Online XML Technical Specification" document available on the SEC's Public Website (https://www.sec.gov/info/edgar/tech-specs).

    • Form N-PORT TEST and LIVE filing timeline:
      • EDGAR will only accept TEST submissions for submission form types NPORT-P, NPORT-P/A, NPORT-NP, NPORT-NP/A, NPORT-EX, and NPORT-EX/A until December 30, 2017, and then again from March 1, 2018 until May 30, 2018.
      • Beginning June 1, 2018, submission form types NPORT-P, NPORT-P/A, NPORT-NP, NPORT-NP/A, NPORT-EX, and NPORT-EX/A will be accepted as LIVE or TEST submissions.
  • In Release 33-10332 (82 FR 17545) adopted March 31, 2017, the Commission made rule and form changes to effectuate inflation adjustments and other technical amendments required under Titles I & III of the JOBS Act. Among the technical changes was the revision to Commission forms so that registrants can designate whether they are an Emerging Growth Company and whether they have elected not to use the extended transition period for complying with any new or revised financial accounting standards.

    Form changes are now being made so that the same disclosures can be provided for any co-registrants. The following EDGARLink Online submission form types will be revised to reflect the two fields for each co-registrant: 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.  See Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) of the “EDGAR Filer Manual, Volume II: EDGAR Filing.”

  • The “Balance Information” screen of the EDGAR Filing Website will be updated with the following text:

    “A negative balance amount indicates that money is owed to the SEC and the account is past due.  For more information on making filing fee payments, see https://www.sec.gov/paymentoptions.”

    The “Account Activity Statement” screen of the EDGAR Filing Website will be updated with the following text:

    “A negative ending balance amount indicates that money is owed to the SEC and the account is past due. For more information on making filing fee payments, see https://www.sec.gov/paymentoptions.”

    See Chapter 5 (Maintenance of Company Data) of the “EDGAR Filer Manual Volume I: General Information”.

EDGAR Release 17.3 will also implement a number of other changes that do not impact the EDGAR Filer Manual, which are detailed in the Release Notes.