[Federal Register Volume 88, Number 15 (Tuesday, January 24, 2023)]
[Rules and Regulations]
[Pages 4083-4085]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-01200]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11140; 34-96525; 39-2547; IC-34778]


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. EDGAR Releases 22.4 and 
22.4.1 will be deployed in the EDGAR system on December 19, 2022, and 
January 3, 2023, respectively.

DATES: Effective date: January 24, 2023. The incorporation by reference 
of the revised Filer Manual volumes is approved by the Director of the 
Federal Register as of January 24, 2023.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume I or II of the Filer Manual and related rules, please contact 
Rosemary Filou, Deputy Director and Chief Counsel, or Dan Chang, Senior 
Special Counsel, in the EDGAR Business Office at (202) 551-3900. For 
questions regarding the changes related to Forms N-PX or 13F, please 
contact Heather Fernandez, Financial Analyst, in the Division of 
Investment Management at (202) 551-6708. For questions regarding the 
electronic filing requirement of ``glossy'' annual reports to 
shareholders or the electronic filing requirement of 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 I: ``General Information,'' Version 41 (December 2022) and 
Volume II: ``EDGAR Filing,'' Version 64 (December 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 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. Amendments to Volume I of the Filer Manual

    Volume I of the Filer Manual, which sets forth the requirements for 
becoming an EDGAR filer, is amended to clarify several existing 
requirements of Form ID, the application for access to EDGAR.\2\ First, 
Volume I is amended to clarify that the ``authorized individual'' 
signing Form ID must be an individual with the authority to legally 
bind the applicant or an individual with a power of attorney from an 
individual with the authority to legally bind the applicant. 
Previously, Volume I did not expressly define authorized individual, 
but instead listed examples for company applicants, such as a Chief 
Executive Officer, Chief Financial Officer, partner, corporate 
secretary, officer, director, or treasurer.\3\ While these examples 
were intended to be helpful, they may have been over- or under-
inclusive of who may have authority to act for the applicant with 
respect to Form ID. Certain partners, officers, or directors of a 
company may lack the authority to legally bind the company. Conversely, 
individuals affiliated with the company may have the authority to 
legally bind it, but do not have one of the titles listed, such as a 
custodian acting pursuant to court order. We believe this amendment 
makes clear to applicants that the person signing Form ID on behalf of 
a company or an individual must be legally authorized to do so by the 
company or individual.
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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).
    \3\ Section 3(a) of Volume I of the Filer Manual previousy 
provided that an authorized individual for purposes of the Form ID 
authenticating document includes, for example: (1) for companies, 
the Chief Executive Officer (CEO), Chief Financial Officer (CFO), 
partner, corporate secretary, officer, director, or treasurer; and 
(2) for individual filers, the individual filer or a person with a 
power of attorney from the individual filer.
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    Volume I is also amended to clarify that the authorized individual 
for a company must specify their precise title/position at the 
applicant company in the ``title/position'' field on the Form ID 
authenticating document. On occasion, signatories list their title as 
``authorized individual.'' This term, which appears designed to 
facially satisfy the requirement that an authorized individual sign 
Form ID, does not indicate the signatory's role or position at the 
applicant company, or whether the signatory is in fact an authorized 
individual of the company. Amending Volume I to instruct signatories to 
provide their precise title/position helps ensure that the form is 
completed correctly and assists Commission staff in their review of 
Form ID access requests and consequently enhances the reliability and 
integrity of EDGAR. Further, to avoid confusion, the revised Filer 
Manual instructs individuals applying to open an individual account in 
their own name to list their title as ``applicant.'' Additionally, the 
revised Filer Manual instructs signatories who are signing pursuant to 
a power of attorney to state in the title/position field on Form ID: 
``By POA from [(a)

[[Page 4084]]

name of the authorized individual signing the power of attorney (if 
opening an account for a natural person); or (b) name and title/
position of the authorized individual signing the power of attorney (if 
opening an account for a company)].'' \4\ For example, a filing agent 
signing Form ID pursuant to a power of attorney from Roger Smith, the 
Chief Executive Officer of the applicant, will provide in the title/
position field: ``By POA from Roger Smith, CEO.''
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    \4\ Abbreviation is necessary to fit within the character limit 
of the field on Form ID in which the information will be entered.
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    In addition, Volume I is amended to clarify when filers requesting 
a manual passphrase update of their EDGAR access codes must provide 
Commission staff with a notarized power of attorney.\5\ Previously, 
company filers requesting a manual passphrase update were required to 
provide a notarized power of attorney if (i) the signatory is not an 
officer or director of the requesting entity, or (ii) the person 
requesting the manual passphrase update is not employed by the 
requesting entity. The changes to Volume I substitute ``the person to 
whom the EDGAR access codes will be sent'' for the phrase ``the person 
requesting the manual passphrase,'' because we believe the substituted 
language is easier for filers to understand, since it more clearly 
identifies the person whose email address is provided on Form ID for 
receipt of new EDGAR access codes, while not changing the scope of the 
provision. Likewise, Volume I is amended to require a notarized power 
of attorney for manual passphrase update requests for individual EDGAR 
accounts when the signatory of the request is not the individual filer 
named on the account, which is consistent with requiring a notarized 
power of attorney when the signatory of a company request is a third 
party.
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    \5\ A manual passphrase update is a process by which new access 
codes are requested for a filer's EDGAR account when the email 
address on record in EDGAR is no longer valid. (EDGAR also provides 
an automated method to send new access codes to the email address on 
record.) To request a manual passphrase update, the filer must 
complete and submit a manual request to reset the codes.
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III. Edgar System Changes and Associated Modifications to Volume II of 
the Filer Manual

    EDGAR is updated in EDGAR Release 22.4 and 22.4.1, and 
corresponding amendments to Volume II of the Filer Manual are made to 
reflect these changes, as described below.\6\
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    \6\ EDGAR Release 22.4 will be deployed on December 19, 2022, 
and EDGAR Release 22.4.1 will be deployed on January 3, 2023.
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    On November 2, 2022, the Commission adopted amendments to Form N-PX 
under the Investment Company Act of 1940 to enhance the information 
mutual funds, exchange-traded funds, and certain other funds report 
about their proxy votes and to make that information easier to 
analyze.\7\ The Commission also adopted rule and form amendments under 
the Securities Exchange Act of 1934 (``Exchange Act'') that require an 
institutional investment manager subject to the Exchange Act to report 
on Form N-PX how it voted proxies relative to executive compensation 
matters, as required by the Exchange Act. To implement these 
amendments, EDGAR is updated to convert Form N-PX to an online form. 
The release also introduces a pilot phase for filing Form N-PX in a 
structured format. The pilot phase for filing Form N-PX in a structured 
format will end on July 1, 2024.
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    \7\ Enhanced Reporting of Proxy Votes by Registered Management 
Investment Companies; Reporting of Executive Compensation Votes by 
Institutional Investment Managers, Release 33-11131 (Nov. 2, 2022) 
[87 FR 78770 (December 22, 2022)].
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    On June 23, 2022, the Commission adopted amendments to Form 13F to 
require managers to provide additional identifying information, to 
modernize the structure of data reporting, and to adopt certain 
technical amendments.\8\ These amendments are effective on January 3, 
2023. On January 3, 2023, EDGAR Release 22.4.1 will introduce changes 
to implement these amendments.
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    \8\ 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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    On June 2, 2022, the Commission adopted amendments to its rules 
governing the electronic filing and submission of documents to require 
filers to electronically submit their ``glossy'' annual reports to 
shareholders beginning January 11, 2023.\9\ Filers have the option to 
submit the ``glossy'' annual reports in Form ARS as a primary filing in 
PDF or in the Form ARS and Form 6-K as exhibit type EX-99 in PDF as an 
official filing format.
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    \9\ Updating EDGAR Filing Requirements and Form 144 Filings, 
Release 33-11070 (June 2, 2022) [87 FR 35393 (June 10, 2022)].
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    EDGAR Release 22.4 also makes general functional enhancements to 
EDGAR, for which revisions are made to the Filer Manual as described 
below.
    EDGAR is updated to support the 2022Q4 versions of the Executive 
Compensation Disclosure (ECD) and Document and Entity Information (DEI) 
Taxonomies.\10\ The new and updated taxonomies support filers to 
provide information required by certain rulemakings previously adopted 
by the Commission.\11\ Inline XBRL tag validations are modified for 
certain submission types as described in Chapter 6 (Interactive Data) 
of the ``EDGAR Filer Manual, Volume II: EDGAR Filing.'' EDGAR is also 
updated to allow filers to attach a new exhibit to submissions of Form 
10-K, Form 20-F, Form 40-F, and Form N-CSR. The new exhibit, Exhibit 
97, is used to submit a registrant's Policy Relating to Recovery of 
Erroneously Awarded Compensation.\12\
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    \10\ See https://www.sec.gov/info/edgar/edgartaxonomies.shtml 
for a complete list of supported standard taxonomies.
    \11\ See Pay Versus Performance, Release No. 34-95607 (Aug. 25, 
2022) [87 FR 55134 (Sept. 8, 2022)]; Listing Standards for Recovery 
of Erroneously Awarded Compensation, Release No. 33-11126 (Oct. 26, 
2022) [87 FR 73076 (Nov. 28, 2022)] (``Listing Standards Release'').
    \12\ See Listing Standards Release, supra note 11, which created 
17 CFR 230.601(b)(97) (Item 601(b)(97) of Regulation S-K) which 
requires the submission of the policy as an exhibit to Form 10-K, 
when the policy is adopted pursuant to the listing standards of the 
exchange that lists the registrant's securities. The release created 
similar exhibit requirements for Form 20-F, Form 40-F, and Form N-
CSR.
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    The RMBS and CMBS schemas for submission types ABS-EE and ABS-EE/A 
are updated to include new values for ARM_INDX_CODE_TYPE, 
ORG_INDX_CODE_TYPE, and POST_MOD_ARM_INDX_CODE_TYPE to allow filers to 
reference changes to loans as part of the transition from LIBOR 
benchmarked rates. These updates relate to changes to the technical 
specifications for the submission of electronic exhibits for asset-
backed securities on submission types ABSE-EE and ABS-EE/A.
    Volume II of the Filer Manual is amended to remove unnecessary 
content in Appendices A and E. Some of this content may have been 
included when the Filer Manual was first adopted in 1993, when EDGAR 
and similar technology were novel, and it was thought necessary to 
include extensive step-by-step and elementary technical instructions, 
including screen shots and error messages. The Filer Manual continues 
to contain a list and explanation of EDGAR messages in Appendix A 
(``Messages Reported by EDGAR''), and a non-exhaustive list of 
automated conformance rules for selected EDGAR data fields in Appendix 
E (``Automated Conformance Rules for EDGAR Data Fields''). Removing the 
content reduces the size of the over-900 page Filer Manual by 
approximately 126 pages. The content will be placed on the

[[Page 4085]]

EDGAR--Information for Filers web page on www.SEC.gov, where it can be 
consulted by interested filers.
    Finally, Volume II is amended to reflect minor software updates 
made to EDGAR after the Commission last approved changes to the Filer 
Manual.\13\ The software changes relate to changes to the technical 
specifications for submission types 144 and 144/A.
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    \13\ Software changes to EDGAR were made in EDGAR Release 
22.3.1, deployed on October 17, 2022.
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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.

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'').\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 Enforcement Fairness 
Act of 1996.\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 January 24, 2023. 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 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, 35A, and 36 of the 
Securities Exchange Act of 1934,\19\ Section 319 of the Trust Indenture 
Act of 1939,\20\ Sections 8, 30, 31, and 38 of the Investment Company 
Act of 1940,\21\ and Sections 203, 204, 206A, 210, and 211 of the 
Investment Advisers Act of 1940.\22\
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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.
    \22\ 15 U.S.C. 80b-3, 80b-4, 80b-6a, 80b-10, and 80b-11.
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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 41 (December 2022). The requirements for filing on EDGAR are 
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 64 (December 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 for inspection at the 
Commission and at the National Archives and Records Administration 
(NARA). The EDGAR Filer Manual is 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. For information on the availability 
of the EDGAR Filer Manual at NARA, visit www.archives.gov/federal-register/cfr/ibr-locations.html or email [email protected]. The 
EDGAR Filer Manual may also be obtained from https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual.

    By the Commission.

    Dated: December 19, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-01200 Filed 1-23-23; 8:45 am]
BILLING CODE 8011-01-P