[Federal Register Volume 86, Number 192 (Thursday, October 7, 2021)]
[Rules and Regulations]
[Pages 55689-55692]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-21915]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232 and 239

[Release Nos. 33-10984; 34-93056; 39-2540; IC-34376]


Adoption of Updated EDGAR Filer Manual, Form ID Amendments

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
adopting amendments to Volumes I and II of the Electronic Data 
Gathering, Analysis, and Retrieval system (``EDGAR'') Filer Manual 
(``Filer Manual'') and related rules and forms. The EDGAR system was 
upgraded on September 20, 2021.

DATES: Effective date: October 7, 2021. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of October 7, 2021.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volumes I and II of the Filer Manual and related rules, please 
contact Rosemary Filou, Deputy Director and Chief Counsel, or Daniel 
Chang, Senior Special Counsel, in the EDGAR Business Office at (202) 
551-3900. For questions concerning the updates to Forms 24F-2, N-RN, N-
CEN, or N-PORT, please contact Heather Fernandez in the Division of 
Investment Management at (202) 551-6708. For questions concerning the 
changes to Form X-17A-5, please contact Rose Wells, Senior Counsel, in 
the Division of Trading and Markets at (202) 551-5527. For questions 
concerning submission form types SBS DISPUTE NOTICE and SBS DISPUTE 
NOTICE/A, please contact Andrew Bernstein, Senior Special Counsel, in 
the Division of Trading and Markets at (202) 551-5565. For questions 
regarding the changes to submission form types D, D/A, or 424I, please 
contact Chris Windsor, Senior Special Counsel, in the Division of 
Corporation Finance at (202) 551-3419. For questions concerning the 
taxonomies or schemas, please contact the Office of Structured 
Disclosure in the Division of Economic and Risk Analysis at (202) 551-
5494.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volume I: ``General Information,'' Version 39 (September 2021) 
and Volume II: ``EDGAR Filing,'' Version 59 (September 2021), 
amendments to 17 CFR 232.301 (``Rule 301 of Regulation S-T''); and 
amendments to Form ID (referenced in 17 CFR 239.63, 17 CFR 269.7, and 
17 CFR 274.402). The updated Filer Manual volumes are incorporated by 
reference into the Code of Federal Regulations.

I. Background

    The Filer Manual contains technical specifications needed for 
filers to make submissions on EDGAR. Filers must comply with the 
applicable provisions of the Filer Manual in order to assure

[[Page 55690]]

the timely acceptance and processing of filings made in electronic 
format.\1\ Filers should consult the Filer Manual in conjunction with 
our rules governing mandated electronic filings when preparing 
documents for electronic submission.
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    \1\ See Rule 301 of Regulation S-T.
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II. Amendments to Volume I of the Filer Manual and Form ID

    Volume I of the EDGAR Filer Manual provides that new filers must 
request EDGAR access by submitting Form ID.\2\ Form ID will be revised 
to include a privacy notice that will supplement the general Privacy 
Act Notice available at SEC.gov by providing more detailed information 
tailored to Form ID.\3\
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    \2\ Form ID, uniform application for access codes to file on 
EDGAR (referenced in 17 CFR 239.63, 249.446, 269.7, and 274.402). 
Form ID requests limited identity information regarding the 
applicant, e.g., name, address and telephone number.
    \3\ See the SEC's Privacy Act Notice available at www.sec.gov/privacy.htm. Among other things, the privacy notice in Form ID will 
include the authority that authorizes the solicitation of 
information, the principal purpose for which the information is to 
be used, the routine uses which may be made of the information, and 
the effects of not providing the requested information.
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    Form ID will also be revised to clarify that information provided 
on the form may become publicly available. Form ID requires new filers 
to provide mailing, business, and contact addresses; telephone numbers 
for those addresses; and their email address. It is not uncommon for 
individual filers or small business owners to list personal telephone 
numbers and home addresses on Form ID. Although Form ID submissions are 
not publicly posted, some information from Form ID is made public and 
some information may be automatically incorporated in other filings.\4\
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    \4\ In particular, the filer's mailing and business addresses 
are generally posted on EDGAR as header information for most 
filings.
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    Separately, Volume I will be amended to alert filers that the staff 
may request that filers provide relevant documents to support requests 
to change a company name. Currently, Volume I requires that filers 
maintain current company information in EDGAR. Changes to a filer's 
company name are manually reviewed by SEC staff. Requesting that filers 
provide documents supporting name changes will further the integrity of 
EDGAR by helping assure that company names on accounts are accurate.

III. EDGAR System Changes and Associated Modifications to Volume II of 
the EDGAR Filer Manual

    EDGAR is being updated in Release 21.3, and corresponding 
amendments to Volume II of the Filer Manual will be made to reflect 
these changes, as described below.\5\
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    \5\ EDGAR Release 21.3 will be deployed on or about September 
20, 2021. EDGAR Release 21.2 was deployed on June 21, 2021.
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    On April 8, 2020, the Commission adopted rules to modify the 
registration, communications, and offering processes for business 
development companies (``BDCs'') and other closed-end investment 
companies under the Securities Act of 1933.\6\ As part of the 
rulemaking, the Commission amended 17 CFR 230.424, 230.456, and 230.457 
(Securities Act rules 424, 456, and 457), as well as Forms S-1, S-3, F-
1, and F-3 to permit issuers of certain continuously offered, exchange-
traded products that share a number of similarities to exchange-traded 
funds, but are not registered under the Investment Company Act, to 
elect to register an offering of an indeterminate amount of securities 
and to pay registration fees in a manner consistent with mutual funds 
and exchange-traded funds. Accordingly, EDGAR Release 21.3 will add new 
submission form type 424I to permit these filers to register an 
offering of ``Exchange-Traded Vehicle Securities,'' with registration 
fees due annually on a net basis.
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    \6\ See Securities Offering Reform for Closed-End Investment 
Companies, Release 33-10771 (Apr. 8, 2020) [85 FR 33290 (June 1, 
2020)].
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    As part of that same rulemaking, the Commission adopted a 
requirement that filings on Form 24F-2 be submitted in a structured 
format. EDGAR Release 21.3 will introduce a Pilot phase for filing Form 
24F-2 in a structured format.
    On November 2, 2020, the Commission adopted a new rule and amended 
an existing rule and forms to provide an updated, comprehensive 
approach to the regulation and use of derivatives and certain other 
transactions by mutual funds (other than money market funds), exchange-
traded funds, registered closed-end funds, and BDCs (collectively 
``funds'').\7\ To implement these changes, EDGAR Release 21.3 will add 
new submission form types N-RN and N-RN/A (formerly known as N-LIQUID 
and N-LIQUID/A) to allow funds to report certain information 
confidentially to the Commission. EDGAR Release 21.3 will also revise 
submission form types N-CEN, N-CEN/A, NPORT-P, NPORT-P/A, NPORT-NP, and 
NPORT-NP/A to allow funds to report certain information regarding 
derivatives and other transactions.
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    \7\ See Use of Derivatives by Registered Investment Companies 
and Business Development Companies, Release No. IC-34084 (Nov. 2, 
2020) [85 FR 83162 (Dec. 21, 2020)].
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    On September 19, 2019, the Commission adopted recordkeeping, 
reporting, and notification requirements applicable to security-based 
swap dealers (``SBSDs'') and major security-based swap participants 
(``MSBSPs''), securities count requirements applicable to certain 
SBSDs, and additional recordkeeping requirements applicable to broker-
dealers to account for their security-based swap and swap 
activities.\8\ Accordingly, EDGAR Release 21.3 will update EDGAR to 
allow reports on Form X-17A-5 to be filed by two new categories of 
registrants (SBSDs and MSBSPs).
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    \8\ See Recordkeeping and Reporting Requirements for Security-
Based Swap Dealers, Major Security-Based Swap Participants, and 
Broker-Dealers, Release No. 34-87005 (Sept. 19, 2019) [84 FR 68550 
(Dec. 16, 2019)].
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    On December 18, 2019, the Commission adopted rules requiring the 
application of specific risk mitigation techniques to portfolios of 
uncleared security-based swaps.\9\ To implement one of these rules, 
which relates to the requirement to reconcile outstanding securities-
based swap transactions, EDGAR Release 21.3 will add new submission 
form types SBS DISPUTE NOTICE and SBS DISPUTE NOTICE/A to allow SBSDs 
and MSBSPs to provide the Commission with notices of certain valuation 
disputes with their counterparties.
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    \9\ See Risk Mitigation Techniques for Uncleared Security-Based 
Swaps, Release No. 34-87782 (Dec. 18, 2019) [85 FR 6359 (Feb. 2, 
2020)].
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    On November 2, 2020, the Commission amended rules and forms to 
simplify, harmonize, and improve certain aspects of the exempt offering 
framework to promote capital formation while preserving or enhancing 
important investor protections.\10\ To implement these rules, EDGAR 
Release 21.3 will increase the Total Offering Amount in ``Item 13: 
Offering and Sales Amounts'' from a maximum of $5 million to $10 
million if any ``Rule 504'' (17 CFR 230.504) item is selected on 
submission form types D and D/A.
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    \10\ See Facilitating Capital Formation and Expanding Investment 
Opportunities by Improving Access to Capital in Private Markets, 
Release No. 33-10884 (Nov. 2, 2020) [86 FR 3496 (Jan. 14, 2021)].
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    Also, the following updates will be made to Volume II of EDGAR 
Filer Manual:
     EDGAR will no longer accept the IFRS-2019 Taxonomy. Please 
see https://www.sec.gov/info/edgar/

[[Page 55691]]

edgartaxonomies.shtml for a complete list of supported standard 
Taxonomies in EDGAR.\11\
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    \11\ Currently, taxonomies supported by EDGAR include USGAAP 
2021, USGAAP 2020, SRT 2020, IFRS 2021, IFRS 2020, and IFRS 2019.
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     EDGAR will no longer use the description ``Taiwan, 
Province of China'' for Taiwan and will only use the term ``Taiwan'' 
without a following modifier, in compliance with the U.S. Government's 
Geopolitical Entities, Names, and Codes Standard. The state/country 
list of values for all XML Schemas will be updated to reflect this 
change.
     EDGAR will be updated to accept the SBSE-C Certification 
form immediately after receiving the SBSE registration forms SBSE, 
SBSE-A and SBSE-BD.
    EDGAR Release 21.3 will also make general functional updates that 
do not require changes to the Filer Manual. In particular:
     The EDGAR Filer Management, EDGAR Filing, and EDGAR Online 
Forms Management websites will be updated to eliminate support for 
Internet Explorer and add support for Microsoft Edge, in accord with 
the SEC's move to Edge generally.
     The three websites will also be revised to include a 
general privacy notice, similar to the more detailed privacy notice 
that will be included in Form ID discussed in Section II.\12\ The 
general privacy notice will link to the Privacy Act Notice available at 
SEC.gov and to guidance for filers regarding how to remove personally 
identifiable information (PII) inadvertently included in EDGAR 
filings.\13\
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    \12\ See supra note 3 and accompanying text. These websites 
currently contain an EDGAR Privacy Notice, but that notice has been 
superseded by the SEC's Privacy Act Notice available at www.sec.gov/privacy.htm.
    \13\ See the SEC's Privacy Act Notice available at www.sec.gov/privacy.htm; Correct, withdraw, or delete a filing available at 
https://www.sec.gov/edgar/filer-information/how-do-i#list_ref_3.
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IV. Amendments to Rule 301 of Regulation S-T

    Along with the adoption of the updated Filer Manual, we are 
amending Rule 301 of Regulation S-T to provide for the incorporation by 
reference into the Code of Federal Regulations of the current 
revisions. This incorporation by reference was approved by the Director 
of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR 
part 51.
    The updated EDGAR Filer Manual is available at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual. Typically, the 
EDGAR Filer Manual is also available for website viewing and printing 
in the Commission's Public Reference Room, 100 F Street NE, Room 1580, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Operating conditions may limit access to the 
Commission's Public Reference Room.

V. Administrative Law Matters

    Because the Filer Manual, and form and rule amendments, relate 
solely to agency procedures or practice and do not substantially alter 
the rights and obligations of non-agency parties, publication for 
notice and comment is not required under the Administrative Procedure 
Act (``APA'').\14\ It follows that the amendments do not require 
analysis under requirements of the Regulatory Flexibility Act \15\ or a 
report to Congress under the Small Business Regulatory Fairness 
Act.\16\
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    \14\ 5 U.S.C. 553(b)(A).
    \15\ 5 U.S.C. 601 through 612.
    \16\ 5 U.S.C. 804(3)(C).
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    The effective date for the updated Filer Manual and related rule 
amendments is October 7, 2021. In accordance with the APA,\17\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The Commission believes that 
establishing an effective date less than 30 days after publication of 
these rules is necessary to coordinate the effectiveness of the updated 
Filer Manual with the related system upgrades.
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    \17\ 5 U.S.C. 553(d)(3).
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VI. Statutory Basis

    We are adopting the amendments to Regulation S-T and Form ID under 
the authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act 
of 1933,\18\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\19\ Section 319 of the Trust Indenture 
Act of 1939,\20\ and Sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.\21\
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    \18\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \19\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \20\ 15 U.S.C. 77sss.
    \21\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects

17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

17 CFR Part 239

    Reporting and recordkeeping requirements, Securities.

Text of the Amendments

    In accordance with the foregoing, title 17, chapter II of the Code 
of Federal Regulations is amended as follows:

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

0
1. The general authority citation for part 232 continues to read as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.
* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 39 (September 2021). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 59 (September 2021). All of these provisions 
have been incorporated by reference into the Code of Federal 
Regulations, which action was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must 
comply with these requirements in order for documents to be timely 
received and accepted. The EDGAR Filer Manual is available at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual. 
Typically, the EDGAR Filer Manual is also available for website viewing 
and printing in the Commission's Public Reference Room, 100 F Street 
NE, Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Operating conditions may limit access to the 
Commission's Public Reference Room. You can also inspect the document 
at the National Archives and Records Administration (NARA). For 
information on the availability of this material at NARA, email 
[email protected], or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

[[Page 55692]]

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
3. The general authority citation for part 239 continues to read as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat. 
312, unless otherwise noted.
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0
4. Form ID (referenced in Sec. Sec.  239.63, 249.446, 269.7, and 
274.402) is amended by revising the page titled ``General 
Instructions'' to read as follows:

    Note:  The text of Form ID does not, and the amendments will 
not, appear in the Code of Federal Regulations.

Form ID

Uniform Application for Access Codes to File on EDGAR

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General Instructions

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Privacy Act Statement

    Authorities: The information is sought pursuant to 15 U.S.C. 77a et 
seq., 15 U.S.C. 77aaa et seq., 78a et seq., 80a-1 et seq., and 17 CFR 
232.10.
    Purpose: The information solicited on this form will be used to 
determine whether to allow applicants to make filings on EDGAR, and, 
where access is granted, to establish and maintain the filer's EDGAR 
account.
    Routine Uses: Uses for the information collected can be found in 
the System of Records Notice SEC-33: General Information Technology 
Records. See https://www.sec.gov/about/privacy/sorn/sec-33_sec_general_information_technology_records.pdf.
    Disclosure: Providing this information is voluntary. Failure to 
provide the information requested on this form, however, may affect the 
determination whether to allow applicants to make filings on EDGAR.
    Please note that information submitted on Form ID may become 
public.
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    By the Commission.

    Dated: September 20, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-21915 Filed 10-6-21; 8:45 am]
BILLING CODE 8011-01-P