websites. Operating companies and funds are expected to recognize a
modest benefit from the elimination of this requirement.\192\
---------------------------------------------------------------------------

    \192\ See Sections III.B.2 and V.C below.
---------------------------------------------------------------------------

    All of the commenters that addressed this aspect of the proposal
supported eliminating the website posting requirements, citing the lack
of utility to data users and/or the potential cost

savings to filers.\193\ One commenter that is a filer of risk/return
summary information noted that an average of only three users per month
access XBRL risk/return summary information through that filer's
website.\194\
---------------------------------------------------------------------------

    \193\ See, e.g., letters from CFA Institute; Federated I and II;
ICI I; Merrill; USBFS (supporting elimination but noting that it
will not generate cost savings and may entail a small cost to modify
the website to remove XBRL links and pages); and Workiva I.
    \194\ See letter from Federated II.
---------------------------------------------------------------------------

    After considering the input from commenters, we agree that data
users will not benefit from continued application of the website
posting requirements, in light of the greater efficiency of retrieving
XBRL data from EDGAR or other sources for purposes of aggregation and
analysis. We continue to believe that most filers will realize a small
benefit from the elimination of the website posting requirements,
although the magnitude of the benefit for the average filer is likely
to be small.
3. Termination of the 2005 XBRL Voluntary Program
    We are adopting, as proposed, the termination of the 2005 XBRL
Voluntary Program for financial statement information interactive
data.\195\ Subsequent to the adoption of the interactive data
requirements for financial statement information for operating
companies in 2009, the only filers that remain eligible for the program
are registered investment companies, BDCs, and other entities that
report under the Exchange Act and prepare their financial statements in
accordance with Article 6 of Regulation S-X. No commenters objected to
the termination of the program and given its very infrequent use, we do
not believe that its continued existence will provide significant
benefits.
---------------------------------------------------------------------------

    \195\ We are amending Regulation S-T to remove Rule 401 that
specifies voluntary program requirements and making related
technical and conforming changes.
---------------------------------------------------------------------------

4. Technical Amendments
    We are adopting, as proposed, certain technical, conforming changes
to the rules for hardship exemptions, current public information under
Rule 144(c)(1) under the Securities Act, and form eligibility,
consistent with the changes in format to the Interactive Data File and
elimination of the website posting requirements. In addition, in
Regulation S-T, we are deleting the definition of ``promptly'' from
Rule 11 because it was used only in 17 CFR 232.406T (``Rule 406T''),
which has expired, and deleting references to Forms S-2 and F-2 because
those forms have been eliminated.
    Although not proposed, we are adopting additional technical,
conforming changes consistent with the elimination of the 2005 XBRL
Voluntary Program and additional technical clarifying changes. In
connection with the elimination of the 2005 XBRL Voluntary Program,
these changes affect Item 601(b)(100) of Regulation S-K; a heading
within and Rules 11, 305(b), and 402 of Regulation S-T; Rules 13a-14(f)
and 15d-14(f) under the Exchange Act; paragraph 100 of the Instructions
as to Exhibits of Form 20-F; paragraph C.(5) of the General
Instructions to Form 6-K; Rules 8b-1, 8b-2, 8b-33, and 30a-2(d) under
the Investment Company Act; and General Instruction B.4.(b) of Form N-
1A under the Investment Company Act.
    We are substituting the term ``filing'' for ``form'' in the
definition of Interactive Data File in Rule 11 of Regulation S-T and in
some instances within Rule 405 of Regulation S-T because the term
``filing'' better describes the range of documents subject to XBRL
requirements. Also, we are altering proposed Rules 201(c)(1) and
202(c)(2) under Regulation S-T to specify that when a hardship
exemption is received the document required to set forth a related
legend must appear where the Interactive Data File exhibit otherwise
would have appeared.
    Further, we are amending Rule 201 under Regulation S-T to adopt a
temporary hardship exemption for the inability to timely file
Interactive Data Files for risk/return summary information.\196\ Since
2009, while operating companies could avail themselves of both the
temporary hardship exemption under Rule 201 and continuing hardship
exemption under Rule 202, funds were limited to continuing hardship
exemptions. The 2009 Risk/Return Summary Adopting Release explained
that while the Commission was adopting a continuing hardship exemption
with respect to risk/return summary information data, the Commission
was not adopting a temporary hardship exemption because the final rules
included a 15 business day filing period for submitting the Interactive
Data File.\197\ Because we are eliminating the 15 business day filing
period, we are amending Rule 201 to similarly allow funds to avail
themselves of the temporary hardship exemption.
---------------------------------------------------------------------------

    \196\ See Note to Paragraph (c) of Rule 201.
    \197\ See 2009 Risk/Return Summary Adopting Release, at 7757, n.
129.
---------------------------------------------------------------------------

    Additionally, we are adopting technical changes to Rule 485 under
the Securities Act to account for the elimination of the website
posting requirements. We are also adopting technical changes to
paragraphs (c) and (e) of Rule 497 under the Securities Act to indicate
that a fund that files pursuant to Rule 497 must, if applicable
pursuant to General Instruction C.3.(g) of Form N-1A, ``submit'' an
Interactive Data File.\198\
---------------------------------------------------------------------------

    \198\ This change in terminology makes Rule 497 consistent with
Rule 485 under the Securities Act.
---------------------------------------------------------------------------

B. Potential Economic Effects of the Amendments

    We are mindful of the costs imposed by and the benefits obtained
from our rules. Securities Act Section 2(b),\199\ Exchange Act Section
3(f),\200\ and Investment Company Act Section 2(c) \201\ require us,
when engaging in rulemaking that requires us to consider or determine
whether an action is necessary or appropriate in the public interest,
to consider, in addition to the protection of investors, whether the
action will promote efficiency, competition, and capital formation.
Additionally, Exchange Act Section 23(a)(2) requires us, when adopting
rules under the Exchange Act, to consider the impact that any new rule
will have on competition and not to adopt any rule that will impose a
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Exchange Act.\202\
---------------------------------------------------------------------------

    \199\ 15 U.S.C. 77b(b).
    \200\ 15 U.S.C. 78c(f).
    \201\ 15 U.S.C. 80a-2(c).
    \202\ 15 U.S.C. 78w(a)(2).
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    The amendments aim to increase the efficiency and lower the cost of
compliance with the existing XBRL requirements through process
improvements associated with the Inline XBRL technology and the
elimination of the website posting requirements. The discussion below
addresses the potential economic effects of the amendments, including
their likely costs and benefits, as well as the likely effects of the
amendments on efficiency, competition, and capital formation, relative
to the economic baseline, which is comprised of XBRL practices in
existence today.\203\
---------------------------------------------------------------------------

    \203\ See Section II.B above.
---------------------------------------------------------------------------

    At the outset, we note that, where possible, we have attempted to
quantify the costs and benefits expected to result from the amendments
to the XBRL requirements.\204\ However, in some cases we have been
unable to quantify the economic effects. For example, it is difficult
to quantify the extent to which Inline XBRL will enhance the quality

and usability of XBRL data and, if so, how it will affect XBRL data
use. We have been able to gain some insight into the potential economic
effects of the amendments based on the experience of filers that have
used Inline XBRL on a voluntary basis pursuant to the Exemptive Order;
however, these insights are necessarily limited by the relatively small
and self-selected nature of this subset of filers.
---------------------------------------------------------------------------

    \204\ One comment letter requested that the Commission quantify
the benefits of the proposal. See letter from Federated II.
---------------------------------------------------------------------------

    We assess the potential impact of the amendments relative to the
economic baseline, which includes existing XBRL requirements,
information about filers subject to these requirements, and current
practices related to XBRL filing and use, described in Section II
above.
1. Inline XBRL Requirements
a. Use of Inline XBRL
i. Benefits
    After considering the input from commenters, as well as the
experience of operating companies that voluntarily filed in Inline
XBRL,\205\ we continue to believe that filing in Inline XBRL has the
potential to benefit both filers and users of this information. In
particular, we continue to believe that the use of Inline XBRL may
reduce the time and effort associated with preparing XBRL filings;
simplify the review process for filers; and improve the quality and
usability of XBRL data and thus increase the use of XBRL data by
investors, other market participants, and other data users.\206\
---------------------------------------------------------------------------

    \205\ Funds are not eligible to voluntarily file in Inline XBRL
pursuant to the Exemptive Order.
    \206\ See Inline XBRL Proposing Release, at 14293-4, nn. 154,
155, and 162. See also notes 86-88 above.
---------------------------------------------------------------------------

    Embedding XBRL data in an HTML document rather than tagging a copy
of the data to create a separate XBRL exhibit should increase the
efficiency and effectiveness of the filing preparation process and, by
saving time and effort spent on the filing process, over time, reduce
the cost of compliance with existing XBRL requirements.\207\ Inline
XBRL eliminates the need to create a separate XBRL instance document
containing all of the XBRL tags, which can reduce the incidence of
those re-keying errors that are associated with producing separate
documents for the same information. Inline XBRL also makes it possible
for filers or filing agents to view XBRL metadata \208\ within the HTML
document, which can facilitate the review of XBRL data and better equip
filers to detect XBRL errors. Further, filers or filing agents can use
tools like the open source Inline XBRL Viewer to review the Interactive
Data File and more efficiently filter and identify errors and locate
information within the filing (e.g., by using the topic query feature).
Thus, by facilitating the preparation and review of XBRL data, Inline
XBRL can decrease the overall time and cost required by filers to
comply with the existing XBRL requirements.
---------------------------------------------------------------------------

    \207\ See Inline XBRL Proposing Release, at 14293-4, nn. 155,
156. See also note 85 above.
    \208\ Such metadata include, for example, definitions, reporting
period information, data type, and related references.
---------------------------------------------------------------------------

    Various commenters stated that they expect Inline XBRL to result in
a lower cost and/or greater efficiency of XBRL preparation.\209\
However, other commenters stated that Inline XBRL will not necessarily
result in burden savings for filers.\210\ As the Commission noted in
the Inline XBRL Proposing Release, the benefit of savings in ongoing
XBRL preparation and filing costs due to Inline XBRL will be smaller
for filers that presently rely on the integrated XBRL preparation
approach.\211\ Nevertheless, such filers may realize small time savings
and/or efficiencies in the filing process from Inline XBRL.\212\
Additionally, because Inline XBRL gives the preparer full control over
the presentation of filer disclosures, those filers that currently
choose XBRL tags so that the data looks similar to the HTML document
when rendered by software into a human-readable presentation will have
less of an incentive to do so because Inline XBRL will embed XBRL tags
into the HTML document.\213\ It is challenging to quantify potential
gains in the effectiveness and efficiency of the filing preparation
process and the resulting reductions in the ongoing cost of compliance
with the XBRL requirements due to data limitations and variation in
filer circumstances. However, for purposes of the Paperwork Reduction
Act of 1995 (``PRA''),\214\ we continue to estimate that the average
burden of XBRL preparation will decrease slightly after the initial
transition to Inline XBRL and the average annual external cost of XBRL
preparation will increase slightly.\215\ We recognize that individual
filers' costs and cost savings from Inline XBRL may vary for a number
of reasons, including the filer's and the filing agent's experience
with Inline XBRL.
---------------------------------------------------------------------------

    \209\ See note 85 above.
    \210\ See, e.g., letters from ICI I (regarding risk/return
summaries) and Pergamit.
    \211\ See Inline XBRL Proposing Release, at 14294.
    \212\ Software vendors and filing agents that currently use the
integrated XBRL preparation approach, combining the processes of
creating interactive data tags and an HTML document, cannot
presently take full advantage of the resulting efficiency because of
current requirements. At present, filing agents and/or filers that
use integrated XBRL solutions must expend the effort, albeit
minimal, to split out the interactive data and save it to a separate
instance document for filing.
    \213\ See also note 89 above and accompanying text.
    \214\ 44 U.S.C. 3501 et seq.
    \215\ See Section V.C.1 below. Compared to the existing XBRL
requirements for operating companies, the annual internal burden per
filer for Inline XBRL filers is expected to be approximately 1 hour
lower in the first year (1 response x (8 - 2) hours + 3.5 responses
x ( - 2) hours) and 9 hours lower after the first year (4.5
responses x ( - 2) hours); the annual external cost per filer for
Inline XBRL filers is expected to be approximately $22.50 higher,
beginning in the first year (4.5 responses x $5).
    Compared to the existing XBRL requirements for funds, the annual
internal burden per filer for Inline XBRL filers is expected to be
approximately 3.32 hours higher in the first year (1 response x (4 -
0.5) hours + 0.36 responses x (- 0.5) hours) and 0.68 hours lower
after the first year (1.36 responses x (- 0.5) hours); the annual
external cost per filer for Inline XBRL filers is expected to be
approximately $10 higher, beginning in the first year.
---------------------------------------------------------------------------

    The use of Inline XBRL may also improve XBRL data quality and thus
potentially benefit data users. When XBRL is embedded directly into the
HTML document, the filer prepares and reviews a single document, rather
than separate documents--as is the case with the current reporting
requirement--which should enable a reduction in data errors,
particularly for those filers that currently use the standalone XBRL
preparation approach.\216\ Further, filers or filing agents can use
review tools like the open source Inline XBRL Viewer to more readily
filter and identify errors. To the extent that Inline XBRL technology
can reduce the rate of XBRL errors that are not detected by filers with
the current XBRL filing practices and technology, Inline XBRL could
incrementally improve XBRL data quality, which could potentially
benefit data users.\217\ Additionally, since Inline XBRL filers will
have less of an

incentive to create custom XBRL tags solely to mimic the appearance of
an HTML filing, Inline XBRL could increase the ability of investors,
other market participants, and other data users to compare information
across filers for those filers that currently engage in such tagging
practices.\218\
---------------------------------------------------------------------------

    \216\ See Inline XBRL Proposing Release, at 14288, n. 83 and at
14293-4, n. 155. Filers that do not currently use an integrated
approach may achieve greater benefits in data quality and efficiency
from the more integrated process that Inline XBRL offers. See notes
117-119 above (discussing the use of a standalone approach by fund
filers).
    \217\ Existing format requirements for Interactive Data Files
include the element accuracy requirement, which provides that each
data element (i.e., all text, line item names, monetary values,
percentages, numbers, dates, and other labels) contained in the
Interactive Data File must reflect the same information in the
corresponding data in the Related Official Filing. See Rule
405(c)(1)(i) of Regulation S-T.
    We also note that the incremental effects of Inline XBRL on the
reduction in XBRL errors will be smaller if other ongoing
initiatives continue to reduce XBRL data errors. For example, the
XBRL US Data Quality Committee periodically publishes guidance and
validation rules to help public companies detect inconsistencies or
errors in their XBRL-formatted financial data, such as incorrect
negative values, improper relationships between elements, and
incorrect dates associated with certain data. See https://xbrl.us/data-quality/rules-guidance/ (retrieved Jun. 20, 2018).
    \218\ See notes 89 and 213 above and accompanying text.
---------------------------------------------------------------------------

    A number of commenters stated that Inline XBRL could result in an
improvement in XBRL data quality and a potential decrease in XBRL
errors.\219\ However, several commenters stated that Inline XBRL by
itself will not improve data quality since the change in the format
does not affect the nature of tagging or the filer's ability to select
inappropriate custom tags.\220\ As the Commission stated in the Inline
XBRL Proposing Release, because the amendments do not modify the scope
and substance of existing XBRL requirements or the categories of filers
subject to the requirements, the improvement in data quality and the
overall economic benefits incremental to Inline XBRL likely will be
smaller than the benefits of the XBRL requirements more generally.\221\
The Commission also noted that Inline XBRL filers may continue to use
custom tags to represent certain company-specific data after the switch
to Inline XBRL.\222\ Therefore, while Inline XBRL and tools such as the
Inline XBRL Viewer facilitate review and detection of certain re-keying
errors, they will not resolve all XBRL data quality issues. A review of
a sample of voluntary Inline XBRL filings pursuant to the Exemptive
Order suggests that some XBRL data quality issues may remain for a
minority of filers. However, the experience of a relatively small
number of voluntary filers may not be representative of all filers
subject to the amendments, particularly given that the Exemptive Order
only extended to operating companies and that most voluntary filers
already use integrated software, thus their transition to Inline XBRL
likely entailed minimal changes to XBRL preparation workflow and a
resulting minor data quality impact.
---------------------------------------------------------------------------

    \219\ See note 86 above.
    \220\ See, e.g., letters from EY, TagniFi, and Workiva I
(regarding financial statement information).
    \221\ See Inline XBRL Proposing Release, at 14295.
    \222\ Id.
---------------------------------------------------------------------------

    Several commenters indicated that Inline XBRL would not result in
significant improvements in risk/return summary XBRL data quality
because there is little evidence of issues with the quality of risk/
return summary XBRL data today.\223\ We acknowledge that data quality
benefits may be more modest for funds than for operating companies, in
part due to greater standardization of risk/return summary XBRL
data.\224\ However, we understand that funds can also experience data
quality issues in compiling separate XBRL risk/return summary
files.\225\
---------------------------------------------------------------------------

    \223\ See note 107 above.
    \224\ See also Inline XBRL Proposing Release, at 14287.
    \225\ See Inline XBRL Proposing Release, at 14294-14295. See
also note 216 above and accompanying text.
---------------------------------------------------------------------------

    Overall, we continue to believe that the benefits of potential
reduction in certain errors from Inline XBRL, although incremental, may
generally contribute to future improvements in XBRL data quality,
especially when used in conjunction with tools such as the Inline XBRL
Viewer.\226\
---------------------------------------------------------------------------

    \226\ The Inline XBRL Viewer can enable a faster review and
detection of certain data quality errors because of its data filter
functions, such as sorting amounts entered as negative values in
Inline XBRL filings.
---------------------------------------------------------------------------

    Inline XBRL could also enhance how users view XBRL data related to
Commission disclosures. Several commenters stated that Inline XBRL will
contribute to greater usability and transparency of XBRL data for
investors and other data users.\227\ With Inline XBRL, the EDGAR system
enables users to view information about the reported XBRL data embedded
in Inline XBRL filings on the Commission's website, using any recent
standard Internet browser, without the need to access a separate
document. With this feature, when a user views a filing submitted in
Inline XBRL on EDGAR, the user will be able to see tags and the related
metadata while viewing the HTML document. These Inline XBRL features
can provide the benefit of greater context and information to
investors. The software enabling this feature has been made freely
available in an effort to facilitate the creation of cost-effective
Inline XBRL viewers and analytical products.\228\ Moreover, despite the
limited number of Inline XBRL filings so far, we have observed
enhancements that the public has made to the Inline XBRL Viewer to
improve analysis of Inline XBRL data, which may improve the usability
of the data.
---------------------------------------------------------------------------

    \227\ See notes 87-88 above.
    \228\ See https://www.sec.gov/structureddata/edgarvalandrender
(retrieved Jun. 20, 2018).
---------------------------------------------------------------------------

    With respect to funds, the benefit of increased usability of risk/
return summary XBRL data is expected to be further enhanced when
combined with the elimination of the 15 business day filing period for
risk/return summary XBRL information, which will make XBRL data
available to investors and other data users more quickly.
    To the extent that the use of Inline XBRL results in an improvement
in XBRL data quality and usability, and thus in increased use of XBRL
data by investors, market participants, and other data users, we expect
the benefits associated with XBRL in general to be enhanced. As the
Commission stated in the 2009 Financial Statement Information Adopting
Release and 2009 Risk/Return Summary Adopting Release, the availability
of information in XBRL enables investors and other data users to
capture and analyze that information more quickly and at a lower cost,
as well as to search and analyze the information dynamically;
facilitates comparison of information across filers and reporting
periods; and leads to better-informed investment decisions and
potential gains in the efficiency of capital formation and allocation,
through a reduction in the information barriers faced by investors or
costs of collecting and analyzing disclosures.\229\ We lack the ability
to quantify the incremental contribution of Inline XBRL to potential
increases in the use of XBRL data and the broader economic benefits of
XBRL. We anticipate that the effect will depend on several factors,
including the extent of improvements in XBRL data quality and usability
following the transition to Inline XBRL; changes in XBRL data use by
investors, other market participants, and other data users; and
technological innovation in XBRL preparation and analytics solutions.
---------------------------------------------------------------------------

    \229\ See 2009 Financial Statement Information Adopting Release,
at 6777, 6807-6808; 2009 Risk/Return Summary Adopting Release, at
7766-7768.
---------------------------------------------------------------------------

ii. Costs
    The Inline XBRL requirement may impose costs on filers, XBRL
preparation software vendors, filing agents, and data users.
    We expect that the initial transition to Inline XBRL could result
in a cost to filers. Filers may switch to Inline XBRL either by using
Inline XBRL enabled preparation software that they develop or license
or by obtaining Inline XBRL preparation services from a third-party
service provider (filing agent). Filers that rely on filing agents for
XBRL preparation may incur an incremental cost of Inline XBRL upgrades
(to the extent that the cost incurred by filing agents is passed on to
filers). Filers that prepare XBRL filings in-house will need to replace
or update their XBRL

preparation software with versions that include Inline XBRL
capabilities. We expect such costs to be lower if there is more
competition among filing agents and software vendors that offer Inline
XBRL capabilities. Filers also may incur an internal cost to train
their personnel to use Inline XBRL and to comply with the Inline XBRL
requirements.
    Filers that use software that is already enabled for Inline XBRL or
that can readily be modified to accommodate the Inline XBRL format, as
well as filers that use filing agents that use such software, are
expected to incur a minimal transition cost. In particular, for filers
and filing agents that rely on integrated XBRL filing solutions, filing
in Inline XBRL could require only a very minor adjustment to the filing
process, similar to choosing the format in which the file will be saved
out of several available formats. Conversely, filers and filing agents
using a standalone approach will require greater changes to their
workflow. Several commenters expressed concerns about a lack of
software vendor readiness and a greater than anticipated burden of
initial transition.\230\
---------------------------------------------------------------------------

    \230\ See notes 101, 115, 117-118, and 162 above.
---------------------------------------------------------------------------

    Some operating company filers have demonstrated the Inline XBRL
capability through electing to voluntarily file in Inline XBRL pursuant
to the Exemptive Order.\231\ In addition, a number of XBRL software
vendors and filing agents involved in XBRL preparation for a
significant share of the U.S. XBRL market have developed or indicated
plans to offer Inline XBRL capabilities.\232\ One commenter stated that
``[m]any vendors today already have Inline XBRL capabilities or have
development underway'' to incorporate this capability into their tools.
\233\ The commenter also stated that, at the latest, all of its vendor
members will be ready to file using Inline XBRL by the second quarter
of 2019, which is compatible with the compliance date for the first
operating company phase-in category.\234\ Another commenter stated that
``[m]ost providers either have Inline XBRL capabilities or will have it
soon'' and that ``[t]he cost of switching to providing Inline XBRL is
not significant enough to cause a competitive change in the
marketplace.'' \235\ Several XBRL vendors indicated in their comment
letters that they have Inline XBRL capabilities.\236\
---------------------------------------------------------------------------

    \231\ See Section II.B.2 above. Funds are not eligible to
voluntarily file in Inline XBRL under the Exemptive Order.
    \232\ See note 62 above.
    \233\ See letter from XBRL US.
    \234\ Id.
    \235\ See letter from Merrill.
    \236\ See, e.g., letters from ACI, IRIS, and Workiva I.
---------------------------------------------------------------------------

    Further, the experience of operating company filers electing to
make voluntary Inline XBRL submissions pursuant to the Exemptive Order
suggests that filers have not incurred a significant change in external
preparation costs. However, this inference is based on a relatively
small number of operating company filers, most of which already use
integrated XBRL software. Thus their change in costs may not be
representative of the overall population of filers subject to the
amendments.
    Although we recognize the likelihood of relatively greater initial
costs being incurred by filers that do not use such software or such
filing agents, we believe that, as a general matter, the overall cost
of initial transition to Inline XBRL technology will be relatively
small. In particular, we expect this to be the case because the
amendments do not modify the substance of the XBRL requirements and
thus do not affect the process of selecting tags from the taxonomy for
the required disclosures (the disclosure mapping process that precedes
the creation of the XBRL submission accounts for the overwhelming
majority of the XBRL preparation time and cost). The creation of the
Inline XBRL document will occur after the mapping of company
disclosures to the taxonomy is completed and will consist largely of a
software function, which could include a broad range of file formats
(e.g., HTML, PDF, XBRL, and Inline XBRL).
    Inline XBRL cannot be used with the ASCII format. Thus, filers that
prepare the Related Official Filing in the ASCII format will incur
additional costs of switching to HTML, and any fixed costs of such a
change will have a relatively greater effect on smaller entities.\237\
We continue to believe that such costs will be minimal. First,
relatively few filers presently use the ASCII format and therefore only
those few filers will need to incur the cost of switching to HTML as a
result of the amendments. On March 1, 2017, the Commission adopted
amendments to require the use of the HTML format for registration
statements and periodic and current reports that are subject to the
exhibit requirements under Item 601 of Regulation S-K and for Forms F-
10 and 20-F.\238\ As of September 1, 2018, all registrants will be
required to comply with those amendments.\239\ While those amendments
excluded some operating company filings that will be subject to Inline
XBRL requirements, in particular, Form 6-K and Form 40-F filings, in
practice almost no such filings are presently filed in the ASCII
format.\240\ Similarly, a relatively small proportion of fund filings
is filed in the ASCII format.\241\ Second, the average costs of
switching from ASCII to HTML will be small because the software tools
to prepare and file documents in HTML are widely used and the
incremental cost of HTML features is minimal.\242\ Additionally, the
phase-in of the Inline XBRL requirements is expected to partly mitigate
the impact on smaller ASCII filers by giving them more time to adjust.
---------------------------------------------------------------------------

    \237\ See Inline XBRL Proposing Release, at 14288-14289.
    \238\ See Release No. 33-10322 (Mar. 1, 2017) [82 FR 14130].
    On October 11, 2017, the Commission proposed amendments that
would similarly require funds to file in HTML format registration
statements and reports that include exhibits. See Release No. 33-
10425 (Oct. 11, 2017) [82 FR 50988] (``FAST Act Proposing
Release'').
    \239\ The requirements were effective September 1, 2017,
although smaller reporting companies and nonaccelerated filers need
not comply until September 1, 2018.
    \240\ We have identified approximately 0.1% of filings in ASCII
format among Forms 6-K filed in 2017. We have not identified filings
in ASCII format among Forms 40-F filed in 2017.
    \241\ In 2016, approximately 2.6% of Form N-1A filings, 4.9% of
amendments filed under Rule 485(a), 14.1% of amendments filed under
Rule 485(b), and 5.5% of filings under Rule 497 were in the ASCII
format, as shown by staff analysis of EDGAR filings.
     On October 11, 2017, the Commission proposed amendments that
would similarly require funds to file in HTML format registration
statements and reports that include exhibits. See FAST Act Proposing
Release.
    \242\ See Inline XBRL Proposing Release, at 14289.
---------------------------------------------------------------------------

    While we expect that filers will continue to incur ongoing costs of
compliance with the XBRL requirements,\243\ we do not expect those
ongoing costs to increase appreciably due to Inline XBRL. For most
filers, we anticipate that the transition to Inline XBRL will, over
time, somewhat reduce the ongoing costs of compliance with the XBRL
requirements, as discussed in greater detail in Section V.C below. For
purposes of the PRA, we continue to estimate that the average filer
will incur a one-time increase in in-house personnel time to transition
to Inline XBRL and a slight increase in the annual external cost of
XBRL preparation. After the initial transition to Inline XBRL, we
estimate that the average filer will experience a small decrease in the
in-house personnel time required to comply with XBRL

requirements.\244\ While the incremental initial and ongoing costs of
Inline XBRL are not expected to be significant for the average filer,
such costs for individual filers may vary due to filer circumstances,
including their familiarity with Inline XBRL and the XBRL preparation
solution used by the filer or its filing agent.
---------------------------------------------------------------------------

    \243\ See 2009 Financial Statement Information Adopting Release,
at 6800-6802, 6804-6806.
    \244\ See Section V.C below.
---------------------------------------------------------------------------

    Further, the European Securities and Markets Authority has recently
adopted a requirement for issuers that are listed on European Union
(EU) regulated markets and that prepare their annual financial reports
in accordance with IFRS to use the Inline XBRL format beginning on
January 1, 2020.\245\ Under the amendments, FPIs that prepare their
financial statements in accordance with IFRS as issued by the IASB will
be required to comply with the Inline XBRL requirements for financial
statements for periods ending on or after June 15, 2021. Thus, the
incremental burden of transition to Inline XBRL under the amendments
for FPIs filing IFRS financial reports with the EU market regulators is
expected to be minimal.
---------------------------------------------------------------------------

    \245\ See https://www.esma.europa.eu/policy-activities/corporate-disclosure/european-single-electronic-format (retrieved
Jun. 20, 2018).
---------------------------------------------------------------------------

    We note that some filers may incur an increased burden if their
filings contain a major technical error in the XBRL data. In
particular, currently, when there is a major technical error in the
XBRL data submitted in an exhibit, the EDGAR validation system causes
the exhibit to be removed from the submission, but the submission as a
whole is not suspended.\246\ With the Inline XBRL format, the EDGAR
validation system will typically suspend a filing that contains any
major technical error in the Interactive Data File, which will require
the filing to be revised before it can be accepted by EDGAR.\247\ Based
on staff observations, very few XBRL exhibits are removed by the EDGAR
system due to such major technical errors, in part, because filers and
filing agents routinely use tools, including ones that the Commission
makes available, to help identify and correct technical errors prior to
EDGAR filing.\248\ Because similar validation tools will be available
to Inline XBRL filers, we believe that such suspensions should be rare
for Inline XBRL filers.
---------------------------------------------------------------------------

    \246\ During filing and validation, the EDGAR Renderer creates
error and warning messages when issues with the XBRL data are
identified. Certain errors will result in the XBRL exhibits being
``stripped'' from a filing, although the rest of the filing is
accepted in EDGAR.
    \247\ In some cases, a major technical error in the Interactive
Data File would instead cause the XBRL content to be removed from
the submission, but in that case the submission as a whole would not
be suspended.
    \248\ To assist with XBRL filing, the Commission has made
available for download certain tools, such as the Previewer and
Interactive Data Test Suite, that filers can use with their own
systems to test XBRL submissions prior to EDGAR filing. See https://www.sec.gov/structureddata/edgarvalandrender and https://www.sec.gov/structureddata/interactive-data-test-suite (retrieved
Jun. 20, 2018).
---------------------------------------------------------------------------

    The Commission did not propose and is not making changes with
respect to application of officer certifications or auditor assurance
requirements to XBRL data.\249\ In response to commenters' suggestions,
we are reiterating that the change from the XBRL format to the Inline
XBRL format does not affect our existing positions with respect to
those requirements. Therefore, we do not anticipate changes in audit
fees or other filer costs relative to the baseline stemming from
officer certifications or auditor assurance. One commenter stated that
the use of Inline XBRL might result in an increase in the rate of
voluntary use of auditor assurance.\250\ While we acknowledge this
possibility, we lack the information necessary to quantify the
magnitude of such a potential effect.
---------------------------------------------------------------------------

    \249\ See note 98 above.
    \250\ See AICPA (stating that ``going forward, to provide
investors additional confidence in the iXBRL formatted information,
audit committees are likely to request that auditors perform a
separate attestation engagement to provide an opinion on the
accuracy and consistency of the XBRL formatted information, and
issue a report . . .''). See also note 100 above and accompanying
text.
---------------------------------------------------------------------------

    Changes to the XBRL format may affect XBRL preparation software
vendors and filing agents, and some of the transition costs incurred by
software vendors and filing agents from Inline XBRL may be passed on to
filers. Various commenters stated that the effect of the amendments on
software vendors and filing agents will be small,\251\ while some
commenters expressed concern about vendor readiness.\252\ As the
Commission stated in the Inline XBRL Proposing Release, we recognize
that XBRL preparation software vendors and filing agents that do not
already use Inline XBRL would have to expend resources to transition to
Inline XBRL, including upgrading or replacing software and training
staff. Initially, software vendors and filing agents that cannot
readily implement Inline XBRL, particularly smaller vendors, will be at
a competitive disadvantage. Transition costs could be partly mitigated
by the availability of the royalty-free Inline XBRL specification and
transformation registry, which defines how the values of facts that
appear in HTML documents are converted to the required data types for
XBRL.\253\ Transition costs may also be lower for software vendors or
filing agents that have experience with Inline XBRL in other
jurisdictions.\254\
---------------------------------------------------------------------------

    \251\ See notes 231-236 above and accompanying text.
    \252\ See note 230 above.
    \253\ See note 78 above.
    \254\ For example, Inline XBRL is used in the UK (https://www.gov.uk/government/publications/xbrl-tagging-when-what-and-how-to-tag); Australia (https://asic.gov.au/about-asic/media-centre/find-a-media-release/2015-releases/15-104mr-asic-introduces-format-for-improved-communication-of-financial-information/); Ireland
(https://www.revenue.ie/en/companies-and-charities/submitting-financial-statements/who-must-submit-financial-statements-in-ixbrl.aspx); South Africa (https://www.xbrl.org/news/progress-in-the-cipc-implementation-of-xbrl/); Denmark and Japan (https://www.xbrl.org/the-standard/why/who-else-uses-xbrl/) (retrieved Jun.
20, 2018). Specific disclosure requirements differ from those in the
United States. See also note 245 above.
---------------------------------------------------------------------------

    The phase-in incorporated in the amendments is expected to give
software vendors and filing agents time to develop and update software
in ways that minimize transition costs. It is also possible that the
ongoing costs of Inline XBRL preparation solutions will go down over
time, including for filers in later phase-in categories, as Inline XBRL
solutions become more widespread in the XBRL preparation industry.
    Data users may incur a cost to modify their XBRL extraction
software or algorithms to accommodate Inline XBRL (e.g., to download
files from a different URL, to use different filenames, or to parse
XBRL information from a different file format). Although we do not have
sufficient information to quantify the costs to data users of a change
from the XBRL format to the Inline XBRL format, we believe that such
costs are likely to be minimal because the amendments do not affect the
taxonomy or the scope of the information required to be tagged.
Additionally, we have made freely available to the public the software
enabling users to view information about the reported XBRL data
contained in embedded tags and to extract XBRL data, in an effort to
facilitate the creation of cost-effective Inline XBRL viewers and
analytical products.\255\ For most data users that previously processed
either XBRL instance documents or HTML documents, the slight increase
in processing times due to the potentially larger size of the Inline
XBRL document is unlikely to be a significant limitation in light of
the advanced state of existing computing technology and internet
connectivity

speeds. Several commenters stated that they either already have the
capability to use Inline XBRL data or that XBRL data users will incur
minimal costs to transition from XBRL to Inline XBRL.\256\
---------------------------------------------------------------------------

    \255\ See https://www.sec.gov/structureddata/edgarval9landrender
(retrieved Jun. 20, 2018) and http://arelle.org/download/ (retrieved
Jun. 20, 2018).
    \256\ See, e.g., letters from XBRL US (stating that it ``held
informal discussions with several of these organizations ranging
from startup companies . . . to large established organizations . .
.'' and that ``[t]hese organizations, which today use XBRL-formatted
US corporate data, indicated that extracting data from Inline XBRL
is the same as extracting data from conventional XBRL files. Several
indicated that they have already begun to use Inline XBRL given its
availability in other non-US markets. Of these, the cost to do so
was minimal, requiring zero to little change to their current
process.''); TagniFi (stating that it has used XBRL to collect and
standardize financial statement data for more than 6,000 companies
representing over 99% of the U.S. market capitalization, using
approximately 140,000 XBRL filings since 2009 and further stating
that it has used Inline XBRL financial data since June 2016);
Octachoron (stating that ``[t]he technologies we have developed to
build and manipulate individual company information, compare filings
across time and across sectors, and compile market-wide statistical
analysis, would in principle be unaffected by a change to Inline
XBRL filing.''); and Morningstar (stating that ``[i]n our
experience, it will be a relatively seamless transition from XBRL to
Inline XBRL because the technology is sufficiently developed.'').
---------------------------------------------------------------------------

b. Timing of Submission of Interactive Data File
    The Commission did not propose, and is not adopting, changes to the
timing of the required submission of the financial statement
information XBRL data. Thus, no economic effects are expected relative
to the baseline.
    The Commission proposed to permit funds to submit Interactive Data
Files concurrently with certain post-effective amendments to
registration statements under Rule 485(b), which was supported by one
commenter,\257\ with no commenters opposing the proposed change. As
proposed, we are permitting filers to file risk/return summary
information Interactive Data File concurrently with certain post-
effective amendments under Rule 485(b). We continue to believe, as the
Commission stated in the Inline XBRL Proposing Release, that this
change may help facilitate efficiencies in the post-effective amendment
filing process and result in small savings in compliance costs for some
fund filers, and no commenters disagreed with our analysis.
---------------------------------------------------------------------------

    \257\ See note 128 above.
---------------------------------------------------------------------------

    We are eliminating the current 15 business day filing period for
the submission of risk/return summary XBRL data, as proposed. We
continue to believe that eliminating the 15 business day filing period
will significantly benefit investors, other market participants, and
other data users by ensuring timely availability of risk/return summary
XBRL information. The more timely availability of risk/return summary
XBRL information is expected to reduce the time that investors, other
market participants, and other data users require to extract risk/
return summary information from filings and to facilitate aggregation,
analysis, and comparisons of risk/return summary information across
funds. Eliminating this period will remove the need for manual
extraction of this information from HTML or ASCII files and make
important fund fee, return, and risk information contained in the risk/
return summary freely available to investors more quickly than it is
today. As indicated by commenters that supported the proposed change,
XBRL data users currently face a delay in the availability of risk/
return summary XBRL data relative to risk/return summary information
filed in HTML, which for some users has rendered the XBRL data less
useful.\258\
---------------------------------------------------------------------------

    \258\ See notes 130 and 143 above and accompanying and following
text.
---------------------------------------------------------------------------

    To the extent that having risk/return summary information available
in the XBRL format in a timely manner enhances the ability of
investors, either directly or through third parties such as data
aggregators, to perform aggregation, analysis, and comparison of
information about funds, the amendments may facilitate better informed
investment decisions, increase competition among funds for investor
capital, and improve the efficiency of capital allocation. To the
extent that more timely information on fund fees, returns, and risks
becomes available to investors through these tools, fund complexes may
benefit as well if greater investor awareness of risk/return
information helps funds attract investors. We understand many fund
complexes urge these third parties to provide fund information and
analysis to investors as quickly as possible (and well in advance of 15
business days) for these reasons. We acknowledge that these benefits
will be limited, to the extent that investors currently can efficiently
obtain timely information about fund performance and risks from other
sources, such as the Related Official Filing, fund websites, or third
parties. Two commenters stated that tagged risk/return summary
information would not be valuable because the information is historical
and is not as timely as the performance information investors may
obtain from other sources.\259\ However, to the extent that risk/return
summary information in a registration statement is generally valuable
to investors, timely availability of the same information in XBRL
format should enhance its value by enabling more efficient aggregation,
analysis, and comparison of that information across funds and time
periods.
---------------------------------------------------------------------------

    \259\ See letters from Federated II and ICI II.
---------------------------------------------------------------------------

    As the Commission stated in the Inline XBRL Proposing Release, we
recognize that eliminating the 15-day period will reduce the
flexibility with respect to the timing of preparing and reviewing XBRL
data that is presently afforded to fund filers.\260\ We also recognize
that most fund filers currently rely on this flexibility to submit XBRL
data after the post-effective amendment or form of prospectus to which
it relates and that its elimination could increase XBRL compliance
costs for fund filers and their filing agents (that may pass these
costs on to filers) as they adjust their workflows. Consistent with
this analysis, several commenters noted that funds currently rely on
the flexibility afforded by the XBRL filing period to prepare and
review XBRL data and resolve any technical issues with XBRL tagging and
that the removal of the filing period would cause funds to incur costs
to change current workflows.\261\ However, the Inline XBRL format
required under the amendments involves embedding tags into the filing
itself, which reduces the relevance of preserving the 15 business day
filing period.
---------------------------------------------------------------------------

    \260\ See Inline XBRL Proposing Release, at 14297.
    \261\ See letters from Federated I and II; ICI I and II; and
USBFS.
---------------------------------------------------------------------------

    Based on input from commenters,\262\ we also understand that
certain funds currently file the Related Official Filing for forms of
prospectuses early in order to be able to combine the mailing of annual
reports and prospectuses. If these funds wish to continue combining
these mailings, the elimination of the 15 business day XBRL filing
period may require changes to XBRL preparation workflow to ensure that
risk/return summary XBRL data is prepared for filing earlier than it is
currently prepared, potentially leading to additional costs.
Alternatively, funds that do not implement these workflow changes will
incur additional mailing costs if they file forms of prospectuses with
XBRL data at a later date and, as a result, mail them separately from
the annual reports.\263\ Workflow changes to prepare risk/return
summary XBRL data at the same time as the Related Official Filing of
the form of prospectus will be most pronounced for funds that

currently prepare XBRL data separately, after preparing the Related
Official Filing.
---------------------------------------------------------------------------

    \262\ See note 137 above and accompanying text.
    \263\ See letters from ICI I and II and Federated I and II. One
of these commenters estimated the additional mailing costs of
sending the prospectuses separately at approximately $1.5 million
per year. See letter from Federated II.
---------------------------------------------------------------------------

    The Commission stated in the Inline XBRL Proposing Release that
timely availability of free risk/return summary information in XBRL
might reduce demand for some subscription products and services of fund
data aggregators, to the extent that their value added is reduced by
the timely availability of free XBRL information. However, as users of
the data, data aggregators are likely to benefit from greater
timeliness of risk/return summary XBRL data.\264\
---------------------------------------------------------------------------

    \264\ See, e.g., letters from Frei, Morningstar, and USBFS
(referencing XBRL data use by data aggregators) and notes 130 and
143 above and accompanying and following text (discussing the
benefits of greater timeliness to data aggregators).
---------------------------------------------------------------------------

c. Phase-In of Inline XBRL Requirements
    The amendments include a staggered phase-in of the Inline XBRL
requirements for operating companies based on filer size and method of
accounting, largely as proposed. In a change from the proposal, as
suggested by several commenters,\265\ the amendments permit operating
company Form 10-Q filers in each phase-in category to begin compliance
with the Inline XBRL requirement with their first Form 10-Q for a
fiscal period ending on or after the applicable compliance date for the
respective phase-in category. This modification is expected to enable
Form 10-Q filers in each phase-in category to accumulate Inline XBRL
expertise by starting with a less complex filing and thus potentially
facilitate the initial transition to Inline XBRL.
---------------------------------------------------------------------------

    \265\ See note 161 above.
---------------------------------------------------------------------------

    The amendments also include a staggered phase-in of the Inline XBRL
requirements for funds based on filer size. In a change from the
proposal, based on input from commenters, the compliance dates have
been extended by one year to give funds additional time to implement
workflow changes necessary to transition to Inline XBRL and elimination
of the 15 business day filing period. This modification is expected to
facilitate transition, particularly for filers and filing agents that
presently lack Inline XBRL capabilities.
    The use of a phase-in defers the costs and benefits of Inline XBRL
for some categories of filers. To the extent that the initial cost of
transition to Inline XBRL has a fixed component that is independent of
filer size, it will have a relatively greater effect on smaller filers.
In light of this, under the phase-in schedule we are adopting, smaller
filers will be given additional time to transition to Inline XBRL,
which will defer the initial cost for small filers and partly mitigate
the associated competitive effects. We further anticipate that late
adopters will incur lower transition costs in absolute terms than early
adopters. In particular, as time elapses after the initial group of
filers adopts Inline XBRL, we expect filing agents and software vendors
to accumulate Inline XBRL expertise and refine technological solutions
offered to filers, which also may result in lower costs to filers.
Furthermore, to the extent that the market for Inline XBRL preparation
services and software becomes more competitive over time, the switching
cost incurred by subsequent filers may be reduced.
    Similar to the proposal, the amendments will permit filers to use
Inline XBRL before required. A high rate of such early transition to
Inline XBRL would accelerate the economic impact of Inline XBRL.
    Until all filers adopt Inline XBRL, data users will have to
maintain the capability to extract data in both the Inline XBRL format
and the XBRL format, which may be incrementally costlier than using a
single format (e.g., if all filers were required to use Inline XBRL at
the same time and if early switching to Inline XBRL were not allowed).
Given the very limited scope of modifications to their XBRL data
extraction algorithms that data users are likely to need to switch to
Inline XBRL and the public availability of open source tools to
facilitate Inline XBRL data use, we expect this potential cost to be
minimal. Differences in the timeliness of the availability of risk/
return summary XBRL information during the transition period may reduce
the efficiency of the use of XBRL data for fund comparisons until the
XBRL filing delay is eliminated for all filers.
2. Elimination of the Website Posting Requirements for Financial
Statement Information and Risk/Return Summaries
    The elimination of the website posting requirements is expected to
yield cost savings for filers. For purposes of the PRA, we estimate
that the elimination of the website posting requirements will result in
an average reduction in the annual internal burden associated with XBRL
requirements of approximately four hours per filer per year for
operating companies and approximately one hour per filing for
funds.\266\ All of the commenters that addressed the proposed
elimination of the website posting requirements supported it.\267\
---------------------------------------------------------------------------

    \266\ See Section V.C.1 below.
    \267\ See note 193 above.
---------------------------------------------------------------------------

    The elimination of the website posting requirements could impose
costs on some data users by reducing their access to XBRL data about
individual filers. However, commenters indicated that investors and
other users do not generally access XBRL data from operating company or
fund websites.\268\ Based on our experience and input from commenters,
we continue to believe that data users can efficiently and reliably
access XBRL filing data through EDGAR and the Commission's Really
Simple Syndication (``RSS'') Feeds for purposes of data aggregation and
processing and comparison of information across filers. Accordingly, we
continue to believe that data users will incur minimal costs from the
elimination of the website posting requirements.
---------------------------------------------------------------------------

    \268\ See, e.g., letters from Federated I (stating that ``very
few fund shareholders currently access, or have historically
accessed, XBRL risk/return summary information via the Funds'
website''); USBFS (stating that it ``is not aware of any significant
use by investors or analysts of XBRL data posted to mutual fund
websites and believes that any firm seeking to aggregate XBRL data
would only be able to do so efficiently from a centralized location,
such as the Commission's EDGAR system.''); and Workiva I (stating
that ``the need to separately post filings on corporate filer
websites no longer exists. Investors may locate filings either by
searching EDGAR or the Internet. This unnecessary requirement should
be removed.'')
---------------------------------------------------------------------------

3. Termination of the 2005 XBRL Voluntary Program
    The termination of the 2005 XBRL Voluntary Program is expected to
have negligible economic effects on filers, filing agents, and software
vendors given continued absence of participants in the program in
recent years. Similarly, the aggregate economic effects on data users
of terminating the 2005 XBRL Voluntary Program will likely be
negligible. We did not receive comments on this aspect of the proposal.
4. Alternatives
    We considered several alternatives to the amendments concerning
timing, scope, and optionality.
    We could require Inline XBRL for all filers without a phase-
in.\269\ A faster transition to Inline XBRL on a large scale could
accelerate the realization of efficiency and data usability and quality
gains. However, compared to the amendments, this alternative would
accelerate the initial compliance costs for smaller filers, potentially
placing them at a disadvantage, as stated by various commenters that
supported the

use of a phase-in to mitigate the initial transition burden on smaller
filers, XBRL preparation software vendors, and filing agents.\270\
---------------------------------------------------------------------------

    \269\ See note 164 above (discussing two commenters that opposed
a phase-in).
    \270\ See notes 157-158 above. Separately, several commenters
expressed concerns about the burden of initial transition. See note
230 above.
---------------------------------------------------------------------------

    As another alternative, we could apply a different phase-in
schedule. For example, one commenter recommended using a phase-in with
four groups rather than three, starting with the 500 largest
registrants, similar to the phase-in at the outset of the financial
statement information XBRL requirements.\271\ Another commenter
recommended moving EGCs to the last year of the phase-in, regardless of
accelerated filer status.\272\ The tradeoff between the costs and
benefits of an alternative phase-in schedule depends on the number of
affected filers, the net effect of Inline XBRL on the cost of
compliance with XBRL requirements and the usability and quality of XBRL
data for different categories of affected filers, the timing of the
phase-in, and the number of early adopters. With respect to a later
phase-in for all EGCs, the relative burden for filers of the fixed
costs of initial transition to Inline XBRL is likely to depend on filer
size rather than EGC status. Smaller EGC filers, which would have a
potentially greater relative burden of initial transition, will not be
required to comply until the fourth year after the effective date of
the final amendments. More generally, we do not believe that further
changes to the phase-in would result in meaningful net benefits
relative to the amendments. A greater number of phase-in categories may
introduce additional complexity and postpone the realization of
benefits by data users. Moreover, the benefit of adding other phase-in
categories to filers, XBRL preparation software vendors, and filing
agents may be relatively incremental in light of the other steps taken
to alleviate the potential burden of transition for those filers that
use software or filing agents that do not presently have Inline XBRL
capabilities.
---------------------------------------------------------------------------

    \271\ See letter from EY.
    \272\ See letter from BIO.
---------------------------------------------------------------------------

    Inline XBRL requirements for financial statement information will
apply to all operating company filers, including SRCs,\273\ EGCs,\274\
and FPIs,\275\ that currently are required to submit financial
statement information in XBRL. As an alternative, as the Commission
discussed in the Inline XBRL Proposing Release, we could exempt one or
more of these categories of filers from the Inline XBRL requirement or
create a new category of exempt filers (based on size or other
criteria). One commenter did not specifically address an exemption from
the Inline XBRL requirement but recommended exempting EGCs, SRCs, and
nonaccelerated filers from XBRL requirements altogether, citing
concerns about cost.\276\ Similarly, Inline XBRL requirements for risk/
return summary information will apply to all funds that currently are
required to submit risk/return summary information in XBRL. As an
alternative, to address the concerns about the burden of initial
transition to Inline XBRL for smaller filers,\277\ we could exempt
smaller funds from the Inline XBRL requirement. To the extent that some
filers that are currently subject to XBRL requirements would not be
required to adopt Inline XBRL under these alternatives, the
alternatives would likely result in smaller economic costs and benefits
compared to the amendments. To the extent that smaller filers that do
not currently have the Inline XBRL capability are more likely to be
affected by the initial cost of transition to Inline XBRL, these
alternatives would mitigate the competitive disadvantage for smaller
filers relative to larger filers. However, compared to the amendments,
these alternatives would likely reduce the benefits to data users
expected from Inline XBRL. Several commenters indicated that exempting
certain XBRL filers from Inline XBRL would diminish the benefits to
data users and reduce economies of scale with regard to tools for
creation and extraction of XBRL data.\278\ Further, to the extent that
some filers would use XBRL while other filers would use Inline XBRL
under this alternative, data users would have to maintain indefinitely
the capabilities to extract both XBRL and Inline XBRL data, although
the incremental cost of maintaining both sets of capabilities likely
would be minimal.
---------------------------------------------------------------------------

    \273\ Based on staff analysis of EDGAR filings of Forms 10-K and
10-Q, we estimate that there were approximately 2,745 filers during
calendar year 2017 that identified themselves as SRCs. Forms 20-F
and 40-F do not contain a checkbox to indicate SRC status.
Concurrent with this release, the Commission is adopting amendments
to the SRC definition, which will expand the set of companies
eligible for SRC status. See Release No. 33-10513 (Jun. 28, 2018).
    \274\ Based on Ives Group's AuditAnalytics data, as of December
2017, we estimate that there were approximately 1,941 filers of Form
10-K, 20-F, or 40-F during calendar year 2017 that had at some point
identified themselves as EGCs.
    \275\ Based on staff analysis of EDGAR filings, we estimate that
there were approximately 745 filers of Forms 20-F and 40-F during
calendar year 2017. The estimate excludes foreign filers that filed
only domestic forms.
    \276\ See letter from BIO.
    \277\ See letter from USBFS.
    \278\ See note 177 above.
---------------------------------------------------------------------------

    As another alternative, we could exempt FPIs from the Inline XBRL
requirement. Compared to the final amendments, such an alternative
could place FPIs at a competitive advantage relative to domestic
filers, particularly smaller domestic filers, to the extent that exempt
filers would not incur the cost of switching to Inline XBRL. It also
would deprive investors and other XBRL data users of the associated
benefits of Inline XBRL.
    Under the amendments, the use of Inline XBRL will be mandatory for
operating companies and funds. As an alternative, we could allow but
not require the use of Inline XBRL for financial statement information
and/or for risk/return summaries. Compared to the amendments, a
voluntary approach could have lower costs for those filers and filing
agents that do not believe Inline XBRL to be cost-efficient and would
not transition to Inline XBRL.\279\ However, a voluntary approach would
also reduce potential benefits to data users, including potential data
quality improvements and the ability to view contextual information
about XBRL disclosures, compared to mandatory Inline XBRL, to the
extent that Inline XBRL use would be more widespread under a mandatory
approach than a voluntary one. In this regard, even if Inline XBRL is
ultimately more efficient and generates aggregate benefits for filers
and data users, individual filers may fail to voluntarily transition to
Inline XBRL, resulting in a lower rate of Inline XBRL use under a
voluntary approach than under a mandatory approach. This may occur for
several reasons. A lack of awareness of new technology and inertia are
common hurdles to market-wide adoption in voluntary regimes. In
addition, coordination problems, as well as the existence of network
externalities related to the majority of filers utilizing a particular
technology, may lower the rate of voluntary adoption. Because
individual filers do not internalize the aggregate benefits of Inline
XBRL to other filers and data users, from an individual filer's
standpoint, it may be optimal to delay the one-time adjustment of
workflow processes

required to transition to Inline XBRL until other filers transition to
Inline XBRL, in order to take advantage of potential future gains in
Inline XBRL preparation experience and reductions in Inline XBRL
preparation cost due to economies of scale. Because the industry is
currently utilizing a non-Inline XBRL specification, until there is an
impetus for coordinated transition, the rate of voluntary adoption of
Inline XBRL may remain modest.\280\ In addition, under a voluntary
alternative, to the extent that some filers use the Inline XBRL format
while others use the XBRL format, data users would have to maintain
indefinitely the capabilities to extract both XBRL and Inline XBRL
data, although we expect the incremental costs of maintaining both
capabilities would be minimal.
---------------------------------------------------------------------------

    \279\ See note 230 above.
    \280\ See note 59 above.
---------------------------------------------------------------------------

    The amendments eliminate the 15 business day filing period for fund
risk/return summary XBRL information. As an alternative, we could
modify rather than eliminate the 15 business day filing period. For
example, one commenter suggested that shortening the filing period to
10 business days would not result in a significant burden to funds
while another commenter suggested shortening the filing period to 7
days.\281\ These alternatives present a tradeoff between the
flexibility that the filing period provides and the timeliness of the
availability of risk/return summary XBRL information to data users.
Compared to the elimination of the XBRL filing period under the
amendments, the alternatives of a 7- or 10-business day filing period
would reduce the benefits to investors and other data users from
receiving more timely information on fund expenses, risks, and returns
in XBRL. Further, because Inline XBRL involves embedding tags into the
HTML document, once a filer transitions to Inline XBRL, the relevance
of preserving the separate XBRL filing period is reduced and the
incremental benefits to the filer of an extended filing period are
likely to be attenuated.
---------------------------------------------------------------------------

    \281\ See notes 138-139 above.
---------------------------------------------------------------------------

    The amendments eliminating the 15 business day filing period for
funds do not change the liability provisions related to the Interactive
Data File. As an alternative, we could temporarily modify the liability
provisions pertaining to risk/return summary information XBRL data
following the elimination of the 15 business day filing period, as
suggested by one commenter.\282\ This alternative would temporarily
reduce the costs to funds of liability for errors and omissions in
risk/return summary information XBRL data, potentially decreasing the
initial transition cost. However, given the extended period under the
amendments for complying with the Inline XBRL requirement and the
elimination of the 15 business day period, the benefit to funds from
this alternative may be limited. Further, to the extent that this
alternative could potentially weaken the incentives of filers to review
XBRL data for accuracy during the temporary modified liability period,
it could negatively impact data users.
---------------------------------------------------------------------------

    \282\ See letter from Federated II.
---------------------------------------------------------------------------

IV. Other Matters

    If any of the provisions of these rules, or the application thereof
to any person or circumstance, is held to be invalid, such invalidity
shall not affect other provisions or application of such provisions to
other persons or circumstances that can be given effect without the
invalid provision or application.

V. Paperwork Reduction Act

A. Background

    The amendments concern existing XBRL data rules that contain
collection of information requirements within the meaning of the PRA.
The Commission published a notice requesting comment on changes to
these collection of information requirements in the Inline XBRL
Proposing Release, and the Commission submitted these changes to the
Office of Management and Budget (``OMB'') for review in accordance with
the PRA.\283\ The titles for the affected collections of information
are:
---------------------------------------------------------------------------

    \283\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.

    ``Interactive Data'' (OMB Control No. 3235-0645); and
    ``Mutual Fund Interactive Data'' (OMB Control No. 3235-0642).

    These collections of information require operating company and fund
filers to submit specified information to the Commission as an exhibit
to their current and periodic reports and registration statements and
post it on their websites, if any, in interactive data format. The
information required is referred to as an Interactive Data File. The
amendments will require operating company and fund filers, on a phased
in basis, to embed part of the Interactive Data File within an HTML
document using Inline XBRL and include the rest in an exhibit to that
document. The amendments also will eliminate the current website
posting requirements.
    The primary purpose of the amendments is to improve the usefulness
and quality of, and, over time, to decrease the cost of preparing for
submission, certain information filers are required to submit to the
Commission in interactive data form. Compliance with the amendments
will be mandatory according to the phase-in schedule. Responses to the
collections of information will not be kept confidential by the
Commission and there is no mandatory retention period for the
collections of information. An agency may not conduct or sponsor, and a
person is not required to respond to, a collection of information
requirement unless it displays a currently valid OMB control number.

B. Summary of Comment Letters and Revisions to Proposals

    In the Inline XBRL Proposing Release, the Commission requested
comment on our PRA burden hour and cost estimates and the analysis used
to derive such estimates. We did not receive any comments that provided
quantitative estimates concerning our PRA analysis and burden estimates
of the amendments. However, several commenters that specifically
addressed risk/return summary Inline XBRL requirements stated that the
Commission may have underestimated the burden of initial transition to
Inline XBRL.\284\ Therefore, we are revising upward our estimate of the
burden of initial transition to Inline XBRL for funds, as described in
greater detail below. Further, in response to commenter concerns, we
are modifying the compliance dates for funds and providing funds an
additional year after the effective date of the amendments to comply
with the Inline XBRL requirements. Therefore, we are revising the
calculation of the average aggregate change in burden during the three-
year period after the effective date of the amendments to reflect the
modified phase-in. The other modifications to the proposal are not
expected to affect burden estimates for the purposes of the PRA. We
also are revising the estimate of the number of operating company and
fund filers to reflect more recent information.
---------------------------------------------------------------------------

    \284\ See letters from Federated I and II, ICI I and II, and
USBFS.
---------------------------------------------------------------------------

C. Reporting and Cost Burden Estimates

1. Registration Statement and Periodic Reporting
    Form S-1 (OMB Control No. 3235-0065), Form S-3 (OMB Control No.
3235-0073), Form S-4 (OMB Control No. 3235-0324), and Form S-11 (OMB
Control No. 3235-0067) prescribe information that a filer must disclose
to register certain offers and sales of

securities under the Securities Act. Form F-1 (OMB Control No. 3235-
0258), Form F-3 (OMB Control No. 3235-0256), Form F-4 (OMB Control No.
3235-0325), and Form F-10 (OMB Control No. 3235-0380) prescribe
information that an FPI must disclose to register certain offers and
sales of securities under the Securities Act. Form 10-K (OMB Control
No. 3235-0063) prescribes information that a filer must disclose
annually to the market about its business. Form 10-Q (OMB Control No.
3235-0070) prescribes information that a filer must disclose quarterly
to the market about its business. Form 10 (OMB No. 3235-0064)
prescribes information that a filer must disclose when registering a
class of securities pursuant to the Exchange Act. Form 8-K (OMB No.
3235-0060) prescribes information an issuer must disclose to the market
upon the occurrence of certain specified events and enables an issuer
to disclose other information voluntarily. Form 20-F (OMB Control No.
3235-0288) and Form 40-F (OMB No. 3235-0381) are used by an FPI both to
register a class of securities under the Exchange Act as well as to
provide its annual report required under the Exchange Act. Form 6-K
(OMB No. 3235-0116) prescribes information that an FPI must disclose
regarding certain specified changes to its business and securities
pursuant to the Exchange Act and enables an issuer to disclose other
information voluntarily. The information required by the Interactive
Data collection of information corresponds to specified financial
information required by these forms.
    Form N-1A (OMB Control No. 3235-0307) is used by funds to register
under the Investment Company Act and to offer their securities under
the Securities Act. The information required by the Mutual Fund
Interactive Data collection of information corresponds to specified
risk/return summary information now required by Form N-1A and is
required to appear in exhibits to registration statements on Form N-1A
and Rule 497 submissions and on fund websites. Although the Mutual Fund
Interactive Data filing requirements are included in Form N-1A, the
Commission has separately reflected the burden for these requirements
in the burden estimate for Mutual Fund Interactive Data and not in the
burden for Form N-1A.
    We continue to estimate that the Inline XBRL requirement for
financial statement information will result in an initial increase in
the existing internal burden of XBRL requirements (56 hours per
response) by eight hours to switch to Inline XBRL. This increase in
burden will be borne only for the initial response that uses Inline
XBRL. We also continue to estimate that reductions in review time will
result in a decrease of two hours per response in the existing internal
burden, beginning with the initial response and continuing on an
ongoing basis.\285\ We further estimate that the average filer will
incur a small increase in external cost of $5 per response (from $6,170
to $6,175) on an ongoing basis, beginning in the first year of
compliance for its phase-in category. In the Inline XBRL Proposing
Release we estimated that there would be 38,705 responses per year by
8,601 filers.\286\ Based on more recent information on the number of
filers, we estimate that there will be 37,418 responses per year by
8,315 filers.\287\ Based on the number of filers that we expect to be
phased in during each of the first three years under the
requirements,\288\ the number of filings that we expect those filers to
make that will require interactive data, and the internal burden hour
and external cost estimates per response discussed above, we estimate
that, over the first three years of the Inline XBRL requirements,
switching to the Inline XBRL format will decrease the aggregate average
yearly burden of financial statement information XBRL requirements by
20,455 hours of in-house personnel time \289\ and increase the
aggregate average yearly cost of services of outside professionals by
$106,640.\290\
---------------------------------------------------------------------------

    \285\ Thus, for the initial response using Inline XBRL, we
estimate that filers will experience a net increase in internal
burden of 6 hours (8 hours-2 hours = 6 hours).
    \286\ See Inline XBRL Proposing Release, at 14301, n. 200. 8,601
filers x 4.5 responses per filer = 38,705 responses per year.
    \287\ See note 49 above. We continue to estimate that there will
be 4.5 responses per filer per year. 8,315 filers x 4.5 responses
per filer = 37,418 responses.
    \288\ Based on staff analysis of Form 10-K, 10-Q, 20-F, and 40-F
filings and amendments to them filed during calendar year 2017,
approximately 26% of filers were large accelerated filers and
approximately 19% of filers were accelerated filers. For purposes of
this estimate, we assume that these percentages are representative
of the percentages of filers in different phase-in categories.
    \289\ The first response is estimated to incur a net additional
burden of six hours per response and the remaining responses are
estimated to incur a net decrease in burden of two hours per
response. The calculation below considers the aggregate average
yearly change in internal burden incurred by each of the three
categories of filers during the first three years of the Inline XBRL
requirements. Filers that are phased in during year two are assumed
to incur no change in burden during year one. Filers that are phased
in during year three are assumed to incur no change in burden during
years one and two.
    Filers phased in during year one: 8,315 x 26%. Average yearly
change in internal burden per filer: [6 + (3.5 + 4.5 + 4.5) x (-2)]/
3 = -6.33 hours. Aggregate average yearly change in internal burden
for filers phased in during year one: 8,315 x 26% x (-6.33 hours) =
-13,685 hours.
    Filers phased in during year two: 8,315 x 19%. Average yearly
change in internal burden per filer: [0 + 6 + (3.5 + 4.5) x (-2)]/3
= -3.33 hours. Aggregate average yearly change in internal burden
for filers phased in during year two: 8,315 x 19% x (-3.33 hours) =
-5,261 hours.
    Filers phased in during year three: 8,315 x 55%. Average yearly
change in internal burden per filer: [0 + 0 + 6 + 3.5 x (-2)]/3 = -
0.33 hours. Aggregate average yearly change in internal burden for
filers phased in during year three: 8,315 x 55% x (-0.33 hours) = -
1,509 hours.
    Aggregate average yearly change in internal burden: -13,685-
5,261-1,509 = -20,455 hours.
    \290\ Filers are estimated to incur an additional $5 per
response beginning with the first year of compliance for their
phase-in category. The calculation below considers the aggregate
average yearly change in external cost incurred by each of the three
categories of filers during the first three years of the Inline XBRL
requirements. Filers that are phased in during year two are assumed
to incur no change in external cost during year one. Filers that are
phased in during year three are assumed to incur no change in
external cost during years one and two.
    Filers phased in during year one: 8,315 x 26%. Average yearly
change in external cost per filer: [$5 x 3 x 4.5]/3 = $22.50.
Aggregate average yearly change in external cost for filers phased
in during year one: 8,315 x 26% x $22.50 = $48,643.
    Filers phased in during year two: 8,315 x 19%. Average yearly
change in external cost per filer: [$0 + $5 x 2 x 4.5]/3 = $15.00.
Aggregate average yearly change in external cost for filers phased
in during year two: 8,315 x 19% x $15.00 = $23,698.
    Filers phased in during year three: 8,315 x 55%. Average yearly
change in external cost per filer: [$0 + $0 + $5 x 4.5]/3 = $7.50.
Aggregate average yearly change in external cost for filers phased
in during year three: 8,315 x 55% x $7.50 = $34,299.
    Aggregate average yearly change in external cost: $48,643 +
$23,698 + $34,299 = $106,640.
---------------------------------------------------------------------------

    The elimination of the website posting requirement also is expected
to reduce the paperwork burden of the financial statement information
XBRL requirements. The Commission previously estimated that operating
companies would incur an average of approximately four burden hours per
filer per year to post interactive data to their websites. Based on the
updated estimate of 8,315 filers, we estimate that the elimination of
the website posting requirement will decrease the aggregate average
yearly burden on operating company filers by 33,260 hours.\291\
---------------------------------------------------------------------------

    \291\ 8,315 x (-4) = -33,260 hours.
---------------------------------------------------------------------------

    The Commission previously estimated the aggregate average yearly
burden of the existing XBRL requirements for operating companies as
2,167,480 hours of in-house personnel time \292\ and $238,809,850 in
the cost of services of outside professionals.\293\ Using more recent
information on the number of filers, the aggregate average yearly
burden of the existing XBRL

requirements for operating companies would be 2,095,408 hours of in-
house personnel time \294\ and $230,869,060 in the cost of services of
outside professionals.\295\ We estimate that in the first three years
of the Inline XBRL requirements, the aggregate average yearly burden of
XBRL requirements for operating companies will be 2,041,693 hours of
in-house personnel time \296\ and $230,975,700 in the cost of services
of outside professionals,\297\ which represents a decrease of 53,715
hours of in-house personnel time \298\ and an increase of $106,640 in
the cost of services of outside professionals,\299\ or a decrease of
6.46 hours of in-house personnel time per filer \300\ and an increase
of $12.83 in the cost of services of outside professionals per
filer.\301\
---------------------------------------------------------------------------

    \292\ 8,601 x 4.5 = 38,705 responses. 38,705 responses x 56
hours per response = 2,167,480 hours.
    \293\ 8,601 x 4.5 = 38,705 responses. 38,705 responses x $6,170
per response = $238,809,850.
    \294\ 8,315 x 4.5 = 37,418 responses. 37,418 responses x 56
hours per response = 2,095,408 hours.
    \295\ 8,315 x 4.5 = 37,418 responses. 37,418 responses x $6,170
per response = $230,869,060.
    \296\ 2,095,408-53,715 = 2,041,693 hours. See note 294 above and
note 298 below.
    \297\ $230,869,060 + $106,640 = $230,975,700. See notes 290 and
295 above.
    \298\ -20,455-33,260 = -53,715 hours. See notes 289 and 291
above.
    \299\ See note 290 above.
    \300\ -53,715 hours/8,315 filers = -6.46 hours per filer. See
notes 49 and 298 above.
    \301\ $106,640/8,315 filers = $12.83 per filer. See notes 49 and
290 above.
---------------------------------------------------------------------------

    With respect to fund risk/return summaries, the Commission
previously estimated that each fund will submit one Interactive Data
File as an exhibit to a registration statement or a post-effective
amendment thereto, and that 36% of funds will submit an additional
Interactive Data File as an exhibit to a filing pursuant to Rule 485(b)
or Rule 497. The Commission also previously estimated that (1) tagging
and submitting fund risk/return data in XBRL format requires 11 hours
per response, and (2) posting interactive data to the fund website
requires one additional hour per response. In addition, the Commission
previously estimated an external cost burden of $890 for the cost of
goods and services purchased to comply with the current Interactive
Data requirements, such as for software and/or the services of
consultants and filing agents. The cost burden does not include the
cost of the hour burden described above.
    In the Inline XBRL Proposing Release, the Commission estimated that
there would be 15,104 responses per year by 11,106 funds.\302\ Based on
updated industry figures on the number of funds, we estimate that there
will be 15,206 responses per year by 11,181 funds.\303\
---------------------------------------------------------------------------

    \302\ See Inline XBRL Proposing Release, at 14302, n. 217.
    \303\ See note 50 above. We continue to estimate that there will
be 1.36 responses per fund per year. 11,181 funds x 1.36 responses =
15,206 responses.
     One commenter estimated that it prepared approximately 336 XBRL
filings during the past calendar year. See letter from Federated II.
In its 2017 letter, the commenter stated that it had 123 mutual
funds. See letter from Federated I. This results in an estimate of
approximately 2.73 (336/123) filings per fund per year. However, we
are not able to determine whether this commenter's estimate of the
average number of filings per fund is representative of other fund
complexes. A comparable estimate for other filers is not readily
obtainable from XBRL filings data since a number of XBRL filings
report risk/return summary information for more than one fund.
---------------------------------------------------------------------------

    The Inline XBRL Proposing Release also estimated that the Inline
XBRL requirement for risk/return summary information would result in an
initial increase in internal burden by two hours to switch to Inline
XBRL. Commenters did not provide quantitative estimates of the impact
of Inline XBRL on the burden of XBRL preparation for risk/return
summaries. However, after considering qualitative input from some
commenters that indicated the Commission may have underestimated the
cost of transition to Inline XBRL for funds,\304\ we are revising the
estimate of the increase in internal burden for funds from two hours to
four hours for the initial response. We continue to estimate that this
increase in burden will be borne only for the initial response that
uses Inline XBRL. Further, we continue to estimate that there will be a
reduction in review time that will result in a decrease in internal
burden of approximately 0.5 hours per response, beginning with the
initial response and continuing on an ongoing basis.\305\ We are
postponing the phase-in for funds by one additional year after the
effective date of the amendments. Based on the estimate of 11,181
funds,\306\ and accounting for the modifications to the phase-in of
different filer categories, we estimate that the aggregate average
yearly internal burden of risk/return summary information XBRL
requirements will increase by 11,537 hours of in-house personnel
time.\307\ We also continue to estimate that the average fund will
incur an increase in software costs of $10 per year on an ongoing
basis, beginning in the first year of compliance for its phase-in
category with the Inline XBRL requirement. Based on the estimate of
11,181 funds,\308\ we estimate that the Inline XBRL requirement will
result in an increase of $49,557 in the aggregate average yearly cost
of services of outside professionals.\309\
---------------------------------------------------------------------------

    \304\ See letters from Federated I and II; ICI I and II; and
USBFS.
    \305\ Thus, for the initial response using Inline XBRL, we
estimate that funds will experience a net increase in hour burden of
3.5 hours (4.0 hours-0.5 hours = 3.5 hours).
    \306\ See note 50 above and accompanying text.
    \307\ The calculation below considers the aggregate average
yearly change in burden incurred by each of the two categories of
funds during the first three years under the amendments. Based on
staff analysis of data obtained from Morningstar Direct, as of May
2018, we estimate that a $1 billion asset threshold for groups of
related investment companies will provide an extended compliance
period to approximately two-thirds, or approximately 67%, of all
mutual funds affected by the Inline XBRL requirements. See note 150
and accompanying text.
    Funds that are phased in during year two are assumed to incur no
change in burden in year one. Funds that are phased in during year
three are assumed to incur no change in burden in years one and two.
    Funds phased in during year two: 33% x 11,181 funds = 3,690
funds. Aggregate average yearly change in internal burden for funds
phased in during year one: 3,690 funds x {[0 + 3.5 + (0.36 + 1.36) x
(-0.5)]/3{time}  hours per fund = 3,247 hours.
    Funds phased in during year three: 67% x 11,181 funds = 7,491
funds. Aggregate average yearly change in internal burden for funds
phased in during year two: 7,491 funds x {[0 + 0 + 3.5 + (0.36) x (-
0.5)]/3{time}  hours per fund = 8,290 hours.
    Aggregate average yearly change in burden: 3,247 + 8,290 =
11,537 hours.
    \308\ See note 50 above and accompanying text.
    \309\ Funds are estimated to incur an additional $10 per year
beginning with the first year of compliance for their phase-in
category. The calculation below considers the aggregate average
yearly change in external cost incurred by each of the two
categories of funds during the first three years under the
amendments. See note 307 above.
     Funds phased in during year two: 33% x 11,181 funds = 3,690
funds. Average yearly change in external cost per fund: [$0 + $10 +
$10]/3 = $6.67 per fund. Aggregate average yearly change in external
cost for all funds phased in during year one: 3,690 funds x $6.67
per fund = $24,612.
     Funds phased in during year three: 67% x 11,181 funds = 7,491
funds. Average yearly change in external cost per fund: [$0 + $0 +
$10]/3 = $3.33 per fund. Aggregate average yearly change in external
cost for all funds phased in during year two: 7,491 funds x $3.33
per fund = $24,945.
    Aggregate average yearly change in external cost: $24,612 +
$24,945 = $49,557.
---------------------------------------------------------------------------

    The elimination of the website posting requirements is expected to
reduce the paperwork burden for funds by one hour per response. We
therefore estimate that the elimination of the website posting
requirements will decrease the aggregate average yearly burden on funds
by 15,206 hours of in-house personnel time or 1.36 hours per fund.\310\
---------------------------------------------------------------------------

    \310\ 15,206 responses x (-1) hour per response = -15,206 hours.
    1.36 responses per fund x (-1) hour per response = -1.36 hours
per fund.
---------------------------------------------------------------------------

    The Commission previously estimated that the existing risk/return
summary information XBRL requirements require funds to expend 181,248
hours of in-house personnel time and $9,884,340 in the cost of services
of outside professionals per year, based on an

estimate of 11,106 funds.\311\ Based on updated industry figures, the
existing XBRL requirements for funds will require 182,472 hours of in-
house personnel time and $9,951,090 in the cost of services of outside
professionals.\312\ We estimate that in the first three years under the
amendments, the aggregate average yearly burden of XBRL requirements
for funds will decrease to 178,803 hours of in-house personnel time
\313\ and the aggregate average yearly cost of services of outside
professionals will increase to $10,000,647,\314\ which represents a
decrease of 3,669 hours of in-house personnel time \315\ and an
increase of $49,557 in the cost of services of outside
professionals,\316\ or a decrease of 0.33 hours of in-house personnel
time per filer \317\ and an increase of $4.43 in the cost of services
of outside professionals per filer.\318\
---------------------------------------------------------------------------

    \311\ See Inline XBRL Proposing Release, nn. 219-220.
    15,104 responses x (11 + 1) hours per response = 181,248 hours.
    11,106 funds x $890 per fund = $9,884,340.
    \312\ See note 303 above. 15,206 responses x (11 + 1) hours per
response = 182,472 hours.
    11,181 funds x $890 per fund = $9,951,090.
    \313\ 182,472-15,206 + 11,537 = 178,803 hours. See notes 307,
310, and 312 above.
    \314\ $9,951,090 + $49,557 = $10,000,647. See notes 309 and 312
above.
    \315\ -15,206 + 11,537 =-3,669 hours. See notes 307 and 310
above.
    \316\ See note 309 above.
    \317\ -3,669 hours/11,181 filers =-0.33 hours per filer. See
notes 50 and 315 above.
    \318\ $49,557/11,181 filers = $4.43 per filer. See notes 50 and
309 above.
---------------------------------------------------------------------------

    We are submitting these revised burden estimates to OMB for review
in accordance with the PRA and its implementing regulations.\319\
---------------------------------------------------------------------------

    \319\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
---------------------------------------------------------------------------

2. Regulation S-K and Regulation S-T
    Regulation S-K (OMB Control No. 3235-0071) specifies information
that must be provided in filings under both the Securities Act and the
Exchange Act. Regulation S-T (OMB Control No. 3235-0424) specifies the
requirements that govern the electronic submission of documents. The
amendments will revise rules under Regulations S-K and S-T. Any changes
in the paperwork burden arising from these amendments, however, will be
reflected in the Interactive Data collection of information and the
Mutual Fund Interactive Data collection of information. The rules in
Regulations S-K and S-T do not impose any separate burden. We assign
one burden hour each to Regulations S-K and S-T for administrative
convenience to reflect the fact that these regulations do not impose
any direct burden on filers.\320\
---------------------------------------------------------------------------

    \320\ For purposes of the PRA, we estimate that no funds
participate in the 2005 XBRL Voluntary Program each year. This
information collection, therefore, imposes no paperwork burden. The
proposed termination of the program will therefore not result in
changes in burden, except the elimination of one hour associated
with this information collection for administrative purposes.
---------------------------------------------------------------------------

VI. Final Regulatory Flexibility Act Analysis

    This Final Regulatory Flexibility Analysis (``FRFA'') has been
prepared in accordance with the Regulatory Flexibility Act
(``RFA'').\321\ This FRFA relates to amendments that will require
operating companies to provide financial statement information and
funds to provide risk/return summary information to the Commission in
the Inline XBRL format.
---------------------------------------------------------------------------

    \321\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------

A. Need for, and Objectives of, the Final Amendments

    The primary reason for, and objective of, these amendments is to
improve the usefulness and quality of, and, over time, to decrease the
cost of preparing for submission, certain information that filers are
required to submit to the Commission in interactive data form. The need
for, and objectives of, the final amendments are discussed in more
detail in Section III.A above.

B. Significant Issues Raised by Public Comments

    In the Inline XBRL Proposing Release, the Commission requested
comment on any aspect of the Initial Regulatory Flexibility Analysis
(``IRFA''), including the number of small entities that would be
affected by the proposed rules, the nature of the impact, and how to
quantify the impact of the amendments. We did not receive comments
specifically addressing the IRFA. Several commenters, however,
addressed aspects of the proposed amendments that could potentially
affect small entities. In particular, several commenters expressed
concern that the proposed transition to Inline XBRL will have a
relatively greater impact on smaller filers. To facilitate transition
for smaller filers, the majority of the commenters that addressed this
issue supported a phase-in period.\322\ Several commenters also
recommended that Form 10-Q filers not be required to file Form 10-K in
Inline XBRL until after they have filed Form 10-Q in Inline XBRL.\323\
Several commenters opposed requiring Inline XBRL for some or all
filers.\324\ A few commenters that specifically discussed risk/return
summaries expressed concern about the burden to filers of the initial
transition to Inline XBRL and the elimination of the 15 business day
filing period.\325\
---------------------------------------------------------------------------

    \322\ See notes 157-158 above.
    \323\ See note 161 above.
    \324\ See note 83 above.
    \325\ See note 115 above. One of these commenters specifically
mentioned the concern that the requirement would impose costs on
smaller registrants. See letter from USBFS.
---------------------------------------------------------------------------

    To alleviate the potential impact of transition to Inline XBRL on
smaller operating company filers, we are adopting, as proposed, the
phased compliance dates that defer the Inline XBRL requirement until
the fourth year after the effective date for non-accelerated filers
that prepare their financial statements in accordance with U.S. GAAP.
In a modification from the proposal, in response to comments, and to
further alleviate the potential impact of transition for all domestic
form filers, including small entities, domestic form filers will be
required to comply beginning with their first Form 10-Q for a fiscal
period ending on or after the applicable compliance date, as opposed to
the first filing for a fiscal period ending on or after that date, to
enable filers to gain experience with Inline XBRL through less complex
filings.
    Further, to alleviate the potential impact of transition to Inline
XBRL on smaller fund filers, we are postponing the proposed phased
compliance dates to defer the Inline XBRL requirement by an additional
year. To facilitate XBRL submissions, as proposed, and consistent with
commenter input, we are permitting concurrent submission of risk/return
summary XBRL data with certain post-effective amendments under Rule
485(b).

C. Small Entities Subject to the Amendments

    The amendments will affect some small entities. The RFA defines
``small entity'' to mean ``small business'', ``small organization'', or
``small governmental jurisdiction''.\326\ For purposes of the RFA,
under our rules, an entity, other than an investment company, is a
``small business'' or ``small organization'' if it had total assets of
$5 million or less on the last day of its most recent fiscal year.\327\
We estimate that there are approximately 1,163 filers, other than
investment companies, that may be considered small entities and are
subject to the amendments.\328\ All of these filers will

be required to comply with the amendments by the end of the phase-in.
---------------------------------------------------------------------------

    \326\ 5 U.S.C. 601(6).
    \327\ 17 CFR 240.0-10(a).
    \328\ This estimate is based on staff analysis of XBRL data
submitted by filers, other than co-registrants, with EDGAR filings
of Forms 10-K, 20-F, and 40-F and amendments filed during the
calendar year 2017.
---------------------------------------------------------------------------

    In addition, for purposes of the RFA, an investment company,
including a BDC, is a small entity if it, together with other
investment companies in the same group of related investment companies,
has net assets of $50 million or less as of the end of its most recent
fiscal year.\329\ We estimate that, as of December 31, 2017, there were
54 open-end investment companies that would be considered small
entities, including open-end ETFs.\330\
---------------------------------------------------------------------------

    \329\ 17 CFR 270.0-10(a).
    \330\ This estimate is derived from an analysis of data obtained
from Morningstar Direct as well as data reported on Form N-SAR filed
with the Commission for the period ending December 31, 2017.
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping and Other Compliance Requirements

    All filers subject to the amendments currently are required to file
an Interactive Data File entirely as an exhibit to their Commission
filings. Under the amendments, filers will be required to embed part of
the Interactive Data File within an HTML document using Inline XBRL and
include the rest in an exhibit to that document. The requirement to use
Inline XBRL will result in a small initial switching cost for filers
but, as discussed in Sections III.B.1.a and V.C above, overall, for
most filers, we anticipate that the use of Inline XBRL will, over time,
reduce the ongoing internal burden of compliance with the XBRL
requirements due to the removal of the requirement to include the
entire Interactive Data File within an exhibit and slightly increase
the external cost burden of compliance with the XBRL requirements due
to modifications to XBRL preparation software.\331\ We also expect that
the adopted elimination of the requirements to post the Interactive
Data File on filers' websites will reduce their compliance costs.\332\
---------------------------------------------------------------------------

    \331\ See notes 300, 301, 317, and 318 above.
    \332\ See notes 291 and 310 above.
---------------------------------------------------------------------------

    The Inline XBRL requirement is expected to result in an initial
cost of transition for filers when the requirement is implemented. The
professional skills necessary for this requirement may be developed
internally by filers or outsourced to third-party vendors. To that end,
filer costs may include obtaining Inline XBRL preparation software or
service capabilities from their own or third-party sources. Filers that
already use their own or third-party Inline XBRL enabled filing
solutions or filing solutions that can readily be modified to
accommodate the Inline XBRL format are expected to incur a minimal
initial cost.\333\ Although we recognize the likelihood of somewhat
greater initial costs being incurred by filers that do not use such
filing solutions, we believe that the initial cost of transition to
Inline XBRL for those filers will still be small. In particular, we
expect the cost to be small because the amendments consist primarily of
an electronic format change. The amendments do not modify the substance
of the XBRL requirements and thus do not affect the disclosure mapping
process, which precedes the creation of the XBRL submission and
accounts for the overwhelming majority of the XBRL preparation burden.
---------------------------------------------------------------------------

    \333\ See notes 61-62 above.
---------------------------------------------------------------------------

    Inline XBRL cannot be used with the ASCII format. Thus, filers that
prepare the Related Official Filing in ASCII will incur additional
costs of switching to HTML, and any fixed costs of such a change will
have a relatively greater effect on smaller entities. We continue to
believe that such costs will be minimal. First, a relatively small
proportion of filers will have to switch to HTML as a result of the
amendments.\334\ Second, the average costs of switching from ASCII to
HTML are expected to be small because the software tools to prepare and
file documents in HTML are widely used and the incremental cost of HTML
features is minimal.\335\ We continue to believe that the remaining
impact on smaller ASCII filers, if any, will be alleviated by the
phase-in.
---------------------------------------------------------------------------

    \334\ See notes 238-241 above and accompanying text.
    \335\ See note 242 above.
---------------------------------------------------------------------------

    The amendments are discussed in detail in Section III.A above. We
discuss the economic impact, including the estimated compliance costs
and burdens, of the amendments in Section III.B and Section V above.

E. Agency Action To Minimize Effect on Small Entities

    The RFA directs us to consider alternatives that would accomplish
the stated objectives of our amendments, while minimizing any
significant adverse impact on small entities. Specifically, we
considered the following alternatives: (1) Establishing different
compliance or reporting requirements or timetables that take into
account the resources available to small entities; (2) clarifying,
consolidating, or simplifying compliance and reporting requirements for
small entities under the amendments; (3) using performance rather than
design standards; and (4) exempting small entities from coverage of all
or part of these amendments.
    The amendments include different compliance schedules for operating
companies, with a three-year phase-in based on filer size and use of
accounting principles. Operating company small entities will not be
subject to the Inline XBRL requirements until the final year of the
phase-in. This different compliance timetable will enable smaller
filers to defer the burden of any additional cost, learn from filers
that comply earlier, and take advantage of any increases in the quality
or decreases in the price of Inline XBRL preparation services or
software that arise from expertise or competition that develops prior
to their compliance date. Commenters generally supported the proposed
phased approach to compliance. Additionally, in response to comments,
we are changing the phase-in for operating company filers to start with
a Form 10-Q filing, which will simplify the initial compliance and
reporting requirement for all domestic form filers, including small
entities.
    With respect to fund filers, the amendments similarly include
different compliance schedules for funds based on filer size. The
amendments extend the phase-in by an additional year relative to the
proposal in response to commenter suggestions and concerns about the
burden of transition for smaller funds. Thus, fund small entities will
not be subject to the Inline XBRL requirements or the elimination of
the 15 business day filing period until three years after the effective
date of the amendments.
    The elimination of the website posting requirements also will
consolidate and simplify the compliance and reporting requirements for
all operating companies and funds with respect to their interactive
data. We do not believe that further clarification, consolidation, or
simplification for small entities is appropriate because we believe
that phased mandatory conversion of all filers to Inline XBRL is
necessary to realize the benefits of Inline XBRL to data users.
    We are not adopting a partial or complete exemption from the Inline
XBRL requirements or the use of performance rather than design
standards for filers that are small entities because we believe that
the long-term, consistent use of Inline XBRL may reduce the time and
effort required to prepare XBRL filings, simplify the review process
for filers, and improve the usefulness and quality of XBRL data,
thereby benefiting investors, other

market participants, and other data users and potentially increasing
the use of XBRL data. We also note that the elimination of the website
posting requirements is expected to decrease the burden on all filers,
including small entities.

VII. Statutory Basis

    The amendments contained in this document are being adopted under
the authority set forth in Sections 7, 10, and 19(a) of the Securities
Act; \336\ Sections 3, 12, 13, 15(d), 23(a), and 35A of the Exchange
Act; \337\ Sections 8, 24, 30, and 38 of the Investment Company Act;
\338\ and Section 3(a) of the Sarbanes-Oxley Act.\339\
---------------------------------------------------------------------------

    \336\ 15 U.S.C. 77g, 77j and 77s(a).
    \337\ 15 U.S.C. 78c, 78l, 78m, 78o(d), 78w(a) and 78ll.
    \338\ 15 U.S.C. 80a-8, 80a-24, 80a-29 and 80a-37.
    \339\ Public Law 107-204, 116 Stat. 745.
---------------------------------------------------------------------------

Text of the Final Rule and Form Amendments

List of Subjects

17 CFR Part 229

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Investment companies, Reporting and recordkeeping requirements,
Securities.

17 CFR Part 232

    Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

17 CFR Parts 239 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Parts 270 and 274

    Investment companies, Reporting and recordkeeping requirements,
Securities.
    For the reasons stated in the preamble, the Commission is amending
title 17, chapter II of the Code of the Federal Regulations as follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
1. The authority citation for part 229 continues to read as follows:

    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c),
80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; 18 U.S.C. 1350;
Sec. 953(b) Pub. L. 111-203, 124 Stat. 1904 (2010); and Sec. 102,
Pub. L. 112-106, 126 Stat. 310 (2012).

0
2. Amend Sec.  229.601 by:
0
a. Removing and reserving entry (100) from the exhibit table in
paragraph (a);
0
b. Removing and reserving paragraph (b)(100); and
0
c. Revising paragraph (b)(101).
    The revision reads as follows:

Sec.  229.601   (Item 601) Exhibits.

* * * * *
    (b) * * *
    (100) [Reserved]
    (101) Interactive Data File. Where a registrant prepares its
financial statements in accordance with either generally accepted
accounting principles as used in the United States or International
Financial Reporting Standards as issued by the International Accounting
Standards Board, an Interactive Data File (Sec.  232.11 of this
chapter) is:
    (i) Required to be submitted. Required to be submitted to the
Commission in the manner provided by Sec.  232.405 of this chapter if
the registrant does not prepare its financial statements in accordance
with 17 CFR 210.6-01 through 210.6-10 (Article 6 of Regulation S-X),
except that an Interactive Data File:
    (A) First is required for a periodic report on Form 10-Q (Sec.
249.308a of this chapter), Form 20-F (Sec.  249.220f of this chapter),
or Form 40-F (Sec.  249.240f of this chapter), as applicable;
    (B) Is required for a registration statement under the Securities
Act only if the registration statement contains a price or price range;
and
    (C) Is required for a Form 8-K (Sec.  249.308 of this chapter) only
when the Form 8-K contains audited annual financial statements that are
a revised version of financial statements that previously were filed
with the Commission and that have been revised pursuant to applicable
accounting standards to reflect the effects of certain subsequent
events, including a discontinued operation, a change in reportable
segments or a change in accounting principle. In such case, the
Interactive Data File will be required only as to such revised
financial statements regardless of whether the Form 8-K contains other
financial statements.
    (ii) Permitted to be submitted. Permitted to be submitted to the
Commission in the manner provided by Sec.  232.405 of this chapter if
the:
    (A) Registrant does not prepare its financial statements in
accordance with 17 CFR 210.6-01 through 210.6-10 (Article 6 of
Regulation S-X); and
    (B) Interactive Data File is not required to be submitted to the
Commission under paragraph (b)(101)(i) of this section.
    Instruction 1 to paragraphs (b)(101)(i) and (ii): When an
Interactive Data File is submitted as provided by Sec.
232.405(a)(3)(i) of this chapter, the exhibit index must include the
word ``Inline'' within the title description for any eXtensible
Business Reporting Language (XBRL)-related exhibit.
    (iii) Not permitted to be submitted. Not permitted to be submitted
to the Commission if the registrant prepares its financial statements
in accordance with 17 CFR 210.6-01 through 210.6-10 (Article 6 of
Regulation S-X).
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read in part as
follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *

0
4. Amend Sec.  230.144 by revising paragraph (c)(1)(ii) and paragraphs
1.b and 2 of Note to Sec.  230.144(c) to read as follows:

Sec.  230.144  Persons deemed not to be engaged in a distribution and
therefore not underwriters.

* * * * *
    (c) * * *
    (1) * * *
    (ii) Submitted electronically every Interactive Data File (Sec.
232.11 of this chapter) required to be submitted pursuant to Sec.
232.405 of this chapter, during the 12 months preceding such sale (or
for such shorter period that the issuer was required to submit such
files); or
* * * * *

    Note to Sec.  230.144(c): * * *
    1. * * *
    b. Submitted electronically every Interactive Data File (Sec.
232.11 of this chapter) required to be submitted pursuant to Sec.
232.405 of this chapter, during the preceding 12 months (or for such
shorter period that the issuer was required to submit such files);
or
    2. A written statement from the issuer that it has complied with
such reporting or submission requirements.

* * * * *

0
5. Amend Sec.  230.485 by revising paragraph (c)(3) to read as follows:

Sec.  230.485  Effective date of post-effective amendments filed by
certain registered investment companies.

* * * * *
    (c) * * *
    (3) A registrant's ability to file a post-effective amendment,
other than an amendment filed solely for purposes of submitting an
Interactive Data File, under paragraph (b) of this section is
automatically suspended if a registrant fails to submit any Interactive
Data File as required by General Instruction C.3.(g) of Form N-1A
(Sec. Sec.  239.15A and 274.11A of this chapter). A suspension under
this paragraph (c)(3) shall become effective at such time as the
registrant fails to submit an Interactive Data File as required by
General Instruction C.3.(g) of Form N-1A. Any such suspension, so long
as it is in effect, shall apply to any post-effective amendment that is
filed after the suspension becomes effective, but shall not apply to
any post-effective amendment that was filed before the suspension
became effective. Any suspension shall apply only to the ability to
file a post-effective amendment pursuant to paragraph (b) of this
section and shall not otherwise affect any post-effective amendment.
Any suspension under this paragraph (c)(3) shall terminate as soon as a
registrant has submitted the Interactive Data File as required by
General Instruction C.3.(g) of Form N-1A.
* * * * *

0
6. Amend Sec.  230.497 by revising the last sentence of paragraphs (c)
and (e) to read as follows:

Sec.  230.497  Filing of investment company prospectuses--number of
copies.

* * * * *
    (c) * * * Investment companies filing on Form N-1A must, if
applicable pursuant to General Instruction C.3.(g) of Form N-1A, submit
an Interactive Data File (Sec.  232.11 of this chapter).
* * * * *
    (e) * * * Investment companies filing on Form N-1A must, if
applicable pursuant to General Instruction C.3.(g) of Form N-1A, submit
an Interactive Data File (Sec.  232.11 of this chapter).
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
7. 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
8. Amend Sec.  232.11 by revising the definition of ``Interactive Data
File'', removing the definition of ``Promptly'', revising the
definition of ``Related Official Filing'', and removing the definition
of ``XBRL-Related Documents'' to read as follows:

Sec.  232.11  Definition of terms used in part 232.

* * * * *
    Interactive Data File. The term Interactive Data File means the
machine-readable computer code that presents information in eXtensible
Business Reporting Language (XBRL) electronic format pursuant to Sec.
232.405 and as specified by the EDGAR Filer Manual. When a filing is
submitted using Inline XBRL as provided by Sec.  232.405(a)(3), a
portion of the Interactive Data File is embedded into a filing with the
remainder submitted as an exhibit to the filing.
* * * * *
    Related Official Filing. The term Related Official Filing means the
ASCII or HTML format part of the official filing with which all or part
of an Interactive Data File appears as an exhibit or, in the case of a
filing on Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter),
the ASCII or HTML format part of an official filing that contains the
information to which an Interactive Data File corresponds.
* * * * *

0
9. Amend Sec.  232.201 by revising paragraphs (b) and (c) to read as
follows:

Sec.  232.201  Temporary hardship exemption.

* * * * *
    (b) An electronic format copy of the filed paper format document
shall be submitted to the Commission within six business days of filing
the paper format document. Failure to submit the confirming electronic
copy of a paper filing made in reliance on the temporary hardship
exemption, as required in this paragraph (b), will result in
ineligibility to use Form SF-3 (see Sec.  239.45 of this chapter). The
electronic format version shall contain the following statement in
capital letters at the top of the first page of the document:
    THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date)
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

    Note 1 to paragraph (b): As provided elsewhere in this chapter,
failure to submit the confirming electronic copy of a paper filing
made in reliance on the temporary hardship exemption, as required in
paragraph (b) of this section, will result in ineligibility to use
Forms S-3, S-8, and F-3 (see Sec. Sec.  239.13, 239.16b, and 239.33
of this chapter, respectively), restrict incorporation by reference
into an electronic filing of the document submitted in paper (see
Sec.  232.303), and toll certain time periods associated with tender
offers (see Sec. Sec.  240.13e-4(f)(13) and 240.14e-1(e) of this
chapter).

    Note 2 to paragraph (b):  If the exemption relates to an exhibit
only, the requirement to submit a confirming electronic copy shall
be satisfied by refiling the exhibit in electronic format in an
amendment to the filing to which it relates. The confirming copy tag
should not be used. The amendment should note that the purpose of
the amendment is to add an electronic copy of an exhibit previously
filed in paper pursuant to a temporary hardship exemption.

    (c) If an electronic filer experiences unanticipated technical
difficulties preventing the timely preparation and submission of an
Interactive Data File (Sec.  232.11) as required pursuant to Sec.
232.405, the electronic filer still can timely satisfy the requirement
to submit the Interactive Data File in the following manner:
    (1) Substitute for the Interactive Data File exhibit a document
that sets forth the following legend:

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE
201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS
REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS; and
    (2) Submit the required Interactive Data File no later than six
business days after the Interactive Data File originally was required
to be submitted.

    Note 1 to paragraph (c):  As provided elsewhere in this chapter,
electronic filers unable to submit the Interactive Data File under
the circumstances specified by paragraph (c) of this section, must
comply with the provisions of this section and cannot use Form 12b-
25 (Sec.  249.322 of this chapter) as a notification of late filing.
As also provided elsewhere in this chapter, failure to submit the
Interactive Data File as required by the end of the six-business-day
period specified by paragraph (c) of this section will result in
ineligibility to use Forms S-3, S-8, and F-3 (Sec. Sec.  239.13,
239.16b, and 239.33 of this chapter, respectively), constitute a
failure to have filed all required reports for purposes of the
current public information requirements of Sec.  230.144(c)(1) of
this chapter, and, pursuant to Sec.  230.485(c)(3) of this chapter,
suspend the ability to file post-effective amendments under Sec.
230.485(b) of this chapter.

* * * * *

0
10. Amend Sec.  232.202 by:

0