[Federal Register Volume 87, Number 75 (Tuesday, April 19, 2022)]
[Rules and Regulations]
[Pages 23108-23110]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-08232]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11043; 34-94479; 39-2543; IC-34536]


Adoption of Updated EDGAR Filer Manual

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 March 21, 2022.

DATES: Effective date: April 19, 2022. The incorporation by reference 
of the Filer Manual is approved by the Director of the Federal Register 
as of April 19, 2022.

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 E. 
Laurita Finch, Senior Special Counsel, in the EDGAR Business Office at 
(202) 551-3900. For questions concerning submission form type 497VPSUB, 
please contact Andrea Magovern, Assistant Director, in the Division of 
Investment Management at (202) 551-6921. For questions concerning the 
payment of filing fees, please contact Luba Dinits in the Office of 
Financial Management at (202) 551-3839. For questions concerning the 
structured data requirements for Forms N-3, N-4, and N-6, please 
contact Heather Fernandez, Financial Analyst, in the Division of 
Investment Management at (202) 551-6708. For questions regarding non-
broker-dealer filers that are filing pursuant to a Commission 
substituted compliance order, please contact Randall Roy, Deputy 
Associate Director, at (202) 551-5522, or Valentina Deng, Special 
Counsel, at (202) 551-5778 in the Division of Trading and Markets. For 
questions about EX-99.36 Form 7-R, please contact Pamela Carmody in the 
Division of Trading and Markets at (202) 551-6991. For questions 
regarding submission form types MA-A and MA-A/A, please contact Mark 
Stewart, Attorney-Advisor, in the Office of Municipal Securities, at 
(202) 551-4410. For questions regarding Form X-17A-5 Part III, please 
contact Rose Wells, Senior Counsel, in the Division of Trading and 
Markets, at (202) 551-5527. For questions concerning 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 Filer Manual, 
Volume I: ``General Information,'' Version 40 (March 2022) and Volume 
II: ``EDGAR Filing,'' Version 61 (March 2022) and amendments to 17 CFR 
232.301 (``Rule 301''). 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 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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[[Page 23109]]

II. Amendment and Functional Enhancement to Volume I of the Filer 
Manual

    Volume I of the Filer Manual provides general information regarding 
electronic submissions to the Commission on EDGAR. Volume I will be 
amended to add a link to the Glossary of Commonly Used Terms, Acronyms, 
and Abbreviations. This, together with the guidance already included in 
Volume I encouraging users to visit the EDGAR-Information For Filers 
homepage on SEC.gov, will provide additional helpful introductory 
information to current and prospective EDGAR filers. As noted below, 
Volume II will also be revised to remove the Glossary from that volume 
and to add a link to the Glossary on SEC.gov.

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

    EDGAR is being updated in Release 22.1, and was previously updated 
in Releases 21.3.1 and 22.0.2, and corresponding amendments to Volume 
II of the Filer Manual will be made to reflect these changes, as 
described below.\2\
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    \2\ Release 22.1 will be deployed on or about March 21, 2022.
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    On February 23, 2021, the Commission issued a Statement on 
Insurance Product Fund Substitution Applications (``Commission 
Statement'').\3\ As a result, the substitution by an insurance company 
of registered open-end investment companies used as Investment Options 
(as defined in the Commission Statement) for variable life insurance 
policies or variable annuity contracts will not provide a basis for an 
enforcement action if the insurance company does not obtain an order 
from the Commission under section 26(c) of the Investment Company Act 
(and section 17(b) of the Investment Company Act for certain 
substitutions) so long as the terms and conditions of the proposed 
substitution are substantially similar to those approved by a prior 
order for a substitution pursuant to section 26(c) (and section 17(b)) 
obtained by the insurance company since January 1, 2004. Pursuant to 
the Commission's Statement, EDGAR Release 22.1 will introduce a new 
submission form type to EDGARLink Online: 497VPSUB.
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    \3\ See Commission Statement on Insurance Product Fund 
Substitution Applications, Release IC-34199 (Feb. 23, 2021) [86 FR 
11813 (Feb. 26, 2021)].
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    On October 13, 2021, the Commission adopted rules and form 
amendments to modernize filing fee disclosure and payment methods.\4\ 
As part of that rulemaking, the Commission added options for electronic 
fee payments, and eliminated options for fee payment via paper checks 
and money orders in an effort to improve filing fee payment processing. 
EDGAR will be updated to allow filers to pay filing fees via credit 
card, debit card, and Automated Clearing House (ACH) debit payment 
methods. EDGAR will use Treasury's Pay.gov service for filers to 
initiate payments in the system, and rely on Pay.gov to perform the 
payment processing. The lockbox for the receipt of checks will no 
longer be available as of May 31, 2022. Checks received on or after 
this date will be returned to the sender.
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    \4\ See Filing Fee Disclosure and Payment Methods Modernization, 
Release 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
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    On March 11, 2020, the Commission adopted rule and form amendments 
regarding variable annuity and variable life insurance contracts to 
modernize disclosures by using a layered disclosure approach designed 
to provide investors with key information relating to the contract's 
terms, benefits, and risks in a concise and more reader-friendly 
presentation.\5\ Among other things, to implement the new disclosure 
framework, the Commission is requiring investment companies that offer 
variable contracts to tag certain disclosures in Forms N-3, N-4, and N-
6 in Inline eXtensible Business Reporting Language (``Inline XBRL'') 
beginning January 1, 2023. In conjunction with the amendments, EDGAR 
will be updated to support the 2022 Variable Insurance Product (VIP) 
Taxonomy.\6\
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    \5\ See Updated Disclosure Requirements and Summary Prospectus 
for Variable Annuity and Variable Life Insurance Contracts, Release 
33-10765 (March 11, 2020) [85 FR 25964 (May 1, 2020)].
    \6\ See Draft Taxonomies available at https://www.sec.gov/structureddata/dera_taxonomies.
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    The Commission has issued orders granting substituted compliance 
with respect to the requirements of Exchange Act Rule 18a-7 which 
requires that security-based swap dealers file annual audited financial 
statements and reports.\7\ These orders require a security-based swap 
dealer applying substituted compliance with respect to these 
requirements of Rule 18a-7 to, among other things, simultaneously send 
to the Commission a copy of the firm's annual financial statements 
filed pursuant to the firm's home-country requirements and the report 
of the independent public accountant covering the annual financial 
statements. In accordance with these orders, EDGAR is being updated to 
allow filers that are not broker-dealers to select the new ``Filing 
pursuant to a Commission substituted compliance order'' check box. Such 
firms would be permitted to make the entirety of their filing 
confidential.
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    \7\ See, e.g., Order Granting Conditional Substituted Compliance 
in Connection with Certain Requirements Applicable to Non-U.S. 
Security-Based Swap Dealers and Major Security-Based Swap 
Participants Subject to Regulation in the United Kingdom, Release 
34-92529 (July 30, 2021), 86 FR 43318 (Aug. 6, 2021); Order Granting 
Conditional Substituted Compliance in Connection With Certain 
Requirements Applicable to Non-U.S. Security-Based Swap Dealers 
Subject to Regulation in the Swiss Confederation, Release 24-93284 
(Oct. 8, 2021), 86 FR 57455 (Oct. 15, 2021).
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    EDGAR Release 22.1 will also make general functional enhancements 
to EDGAR and require changes to Volume II of the Filer Manual as 
follows:
     New exhibit ``EX-99.36 Form 7-R'' (Firm Application) is 
being added to the drop down exhibit list for submission form types 
SBSE-A and SBSE-A/A. This gives SBSE-A filers, who file Form 7-R with 
the Commodity Futures Trading Commission (or its designee), and who are 
required to file that form with the Commission, a designated location 
to place it when filing on EDGAR. Filers can attach ``EX-99.36 Form 7-
R'' in official HTML, ASCII, or PDF format.
     Appendix B ``Frequently Asked Questions'' (FAQs) has been 
modified, and Appendix F ``Glossary of Commonly Used Terms, Acronyms 
and Abbreviations'' has been removed. Appendix B is now titled, 
``EDGAR--Information for Filers,'' and links to the ``EDGAR Information 
for Filers'' web page on SEC.gov, containing a revised Glossary and 
updated FAQs, including a ``How Do I?'' guide with step-by-step 
instructions concerning filing on EDGAR (available at: https://www.sec.gov/edgar/filer-information/how-do-i).
     Appendix D ``Paper Forms'' has been revised to remove 
screen shots of the paper forms. A notice that current and prospective 
EDGAR filers can download electronic copies of EDGAR-related forms from 
https://www.sec.gov/forms remains.
    The Filer Manual Volume II also has been revised to address 
software changes previously made in EDGAR:
     On February 22, 2022, EDGAR Release 22.0.2 introduced the 
following change:
     Submission form types MA-A and MA-A/A will be validated to 
prevent filers from submitting a form with the incorrect fiscal year. 
Filers will not be able to submit their annual amendment in EDGAR for a 
fiscal year that has not yet been completed in the ``Fiscal Year

[[Page 23110]]

End Information'' field on Item 1, Part I of the form.
     On September 20, 2021, EDGAR Release 21.3 introduced the 
following change:
     In Rule 34-87005, Recordkeeping and Reporting Requirements 
for Security-Based Swap Dealers, Major Security-Based Swap 
Participants, and Broker-Dealers, the Commission adopted a revised 
version of Form X-17A-5 Part III. In accordance with these rules, EDGAR 
was updated to allow Form X-17A-5 Part III to be filed by two new 
classes of registrants (security-based swap dealers and major security-
based swap participants). These changes were deployed in Release 21.3.1 
on October 6, 2021.

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 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'').\8\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \9\ or a report to 
Congress under the Small Business Regulatory Enforcement Fairness Act 
of 1996.\10\
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    \8\ 5 U.S.C. 553(b)(A).
    \9\ 5 U.S.C. 601 through 612.
    \10\ 5 U.S.C. 804(3)(C).
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    The effective date for the updated Filer Manual and related rule 
amendments is April 19, 2022. In accordance with the APA,\11\ 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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    \11\ 5 U.S.C. 553(d)(3).
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VI. Statutory Basis

    We are adopting the amendments to Regulation S-T under the 
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of 
1933,\12\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\13\ Section 319 of the Trust Indenture 
Act of 1939,\14\ and Sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.\15\
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    \12\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \13\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \14\ 15 U.S.C. 77sss.
    \15\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendments

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

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

0
1. The 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 EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 40 (March 2022). The requirements for filing on EDGAR are set 
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' 
Version 61 (March 2022). 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.

    By the Commission.

    Dated: March 21, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-08232 Filed 4-18-22; 8:45 am]
BILLING CODE 8011-01-P