[Federal Register Volume 87, Number 197 (Thursday, October 13, 2022)]
[Rules and Regulations]
[Pages 61977-61979]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-22194]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11101; 34-95817; 39-2546; IC-34703]


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 Volume 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 19, 2022.

DATES: Effective date: October 13, 2022. The incorporation by reference 
of the Filer Manual is approved by the Director of the Federal Register 
as of October 13, 2022.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume II of the Filer Manual and related rules, please contact 
Rosemary Filou, Deputy Director and Chief Counsel, or Jane Patterson, 
Senior Special Counsel, in the EDGAR Business Office at (202) 551-5188. 
For questions regarding the electronic submission of Form 13F 
confidential treatment requests and applications for orders under the 
Investment Adviser's Act of 1940, or Forms N-MFP and N-CEN, please 
contact Heather Fernandez, Financial Analyst, in the Division of 
Investment Management at (202) 551-6708. For questions regarding the 
electronic filing requirement of online Form 144, please contact 
Christian Windsor, Senior Special Counsel, in the Division of 
Corporation Finance at (202) 551-3419 and Heather Mackintosh, EDGAR 
Liaison in the Division of Corporation Finance at (202) 551-8111. 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 II: ``EDGAR Filing,'' Version 63 (September 2022) and amendments 
to 17 CFR 232.301 (``Rule 301''). The updated Filer Manual volume is 
incorporated by reference into the Code of Federal Regulations.

I. Background

    The Filer Manual contains information 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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II. Edgar System Changes and Associated Modifications to Volume II of 
the Filer Manual

    EDGAR was updated in Releases 22.2.1, 22.2.2, and 22.3, and 
corresponding amendments to Volume II of the Filer Manual are being 
made to reflect these changes, as described below.\2\
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    \2\ Release 22.2.1 was deployed on July 15, 2022, and Release 
22.2.2 was deployed on Aug. 15, 2022.
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    On June 23, 2022, the Commission adopted amendments to rules to 
require

[[Page 61978]]

the filing of certain applications, confidential treatment requests and 
forms from paper to electronic submission.\3\ The amended rules also 
require institutional investment managers to file confidential 
treatment requests for filings made under section 13(f) of the 
Securities Exchange Act of 1934 electronically on EDGAR. In order to 
assist filers to access and file the confidential treatment requests 
for Form 13F and amendments thereto, EDGAR Release 22.3 introduced new 
submission types Form 13F Confidential Treatment Request and Amendment 
to Form 13F Confidential Treatment Request, including a de novo 
request, for filing on EDGAR.
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    \3\ Electronic Submission of Applications for Orders under the 
Advisers Act and the Investment Company Act, Confidential Treatment 
Requests for Filings on Form 13F, and Form ADV-NR; Amendments to 
Form 13F, Release 34-95148 (June 23, 2022) [87 FR 38943 (June 30, 
2022)].
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    The Commission also adopted amendments to require the electronic 
submission of applications for orders under the Investment Advisers Act 
of 1940 on EDGAR under the following submission types, as applicable: 
40-APP, 40-APP/A, 40-OIP, 40-OIP/A, 40-6B, and 40-6B/A. The Filer 
Manual is being updated accordingly.
    On June 2, 2022, the Commission adopted rule and form amendments 
that mandate the electronic filing or submission of documents that are 
currently permitted as electronic filings or submissions.\4\ As part of 
the rule, the Commission mandated the electronic filing of Form 144 
with respect to securities issued by issuers subject to the reporting 
requirements of Section 13 or 15(d) of the Exchange Act. In accordance 
with these requirements, the Form 144 was revised as a new fillable 
form and will be made available on the EDGAR Online Forms website for 
electronic filing on EDGAR. Filers also may file the new version of 
Form 144 as a filer-constructed XML filing using related technical 
specifications and transmit the filing via the EDGAR Online Forms 
 Transmit XML Submission link, or via EDGARLink Online 
 EDGARLink Online Form Submission  Transmit as a Live 
Submission. The Filer Manual will be updated with instructions for the 
electronic submission of Form 144 accordingly.
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    \4\ Updating EDGAR Filing Requirements and Form 144 Filings, 
Release 33-11070 (June 2, 2022) [87 FR 35393 (June10, 2022)].
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    On March 29, 2022, the Commission adopted technical amendments to 
various rules and forms, including amendments to Form N-MFP and Form N-
CEN to clarify instructions and correct typographical errors.\5\ 
Conforming text changes were made in EDGAR to the style sheets for Form 
N-MFP and Form N-CEN and the online application for Form N-CEN.
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    \5\ Technical Amendments to Commission Rules and Forms, Release 
33-11047 (Mar. 29, 2022) [87 FR 22444 (Apr. 15, 2022)].
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    EDGAR Release 22.3 also made general functional enhancements to 
EDGAR, for which revisions are being made to the Filer Manual.
    Pursuant to EDGAR Release 22.2.2, EDGAR was updated on August 15, 
2022, to accept the 2022Q3 supplemental versions of the U.S. Generally 
Accepted Accounting Principles Financial Reporting and SEC Reporting 
Taxonomies. Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete list of supported standard 
taxonomies. Volume II of the Filer Manual is also being amended to 
address minor software changes made in EDGAR on July 15, 2022, pursuant 
to EDGAR Release 22.2.1.

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.

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'').\6\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \7\ or a report to 
Congress under the Small Business Regulatory Enforcement Fairness Act 
of 1996.\8\
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    \6\ 5 U.S.C. 553(b)(A).
    \7\ 5 U.S.C. 601 through 612.
    \8\ 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 13, 2022. In accordance with the APA,\9\ 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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    \9\ 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,\10\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\11\ Section 319 of the Trust Indenture 
Act of 1939,\12\ and Sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.\13\
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    \10\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \11\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \12\ 15 U.S.C. 77sss.
    \13\ 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, 80b-4, 80b-6a, 80b-10, 80b-11, 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 63 (September 2022). All of these provisions have been 
incorporated by reference into the Code of Federal Regulations, which 
action was approved

[[Page 61979]]

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. You can also inspect the document at the 
National Archives and Records Administration (NARA). For information on 
the availability of this material at NARA, email 
[email protected], or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.

    Dated: September 19, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-22194 Filed 10-12-22; 8:45 am]
BILLING CODE 8011-01-P