[Federal Register Volume 89, Number 16 (Wednesday, January 24, 2024)]
[Rules and Regulations]
[Pages 4545-4547]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-01314]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11259; 34-99193; 39-2553; IC-35068]
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 Filer Manual (``EDGAR Filer Manual'' or
``Filer Manual'') and related rules and forms. EDGAR Release 23.4 will
be deployed in the EDGAR system on December 18, 2023.
DATES: Effective date: January 24, 2024.
Incorporation by reference: The incorporation by reference of the
revised Filer Manual is approved by the Director of the Federal
Register as of January 24, 2024.
FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments
to Volume II of the Filer Manual, please contact Rosemary Filou, Deputy
Director and Chief Counsel, Jane Patterson, Senior Special Counsel, or
Lidian Pereira, Senior Special Counsel, in the EDGAR Business Office at
(202) 551-3900. For questions regarding new Item 1.05 in Forms 8-K, 8-
K12B, 8-K12G3, 8-K15D5, 8-K/A, 8-K12B/A, 8-K12G3/A, and 8-K15D/A,
please contact Nabeel Cheema, Senior Counsel, in the Division of
Corporation Finance at (202) 551-5512. For questions regarding updates
to disclosures in Schedules 13D and 13G related to beneficial ownership
or interests in security-based swaps, please contact Nicholas Panos,
Senior Special Counsel, or Valian Afshar, Senior Special Counsel, in
the Division of Corporation Finance at (202) 551-3440. For questions
regarding new tagging requirements for Forms N-8B-2 and S-6, please
contact Heather Fernandez, Financial Analyst, in the Division of
Investment Management at (202) 551-6708. 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 68 (December 2023) and amendments
to 17 CFR 232.301 (``Rule 301''). The updated Filer Manual 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 must 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 is being updated in EDGAR Release 23.4, 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\ EDGAR Release 23.4 will be deployed on [December 18, 2023].
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Public Company Cybersecurity Incident Disclosure
On July 26, 2023, the Commission adopted new rules to enhance and
standardize disclosures regarding cybersecurity risk management,
strategy, governance, and incidents by public companies that are
subject to the reporting requirements of the Securities Exchange Act of
1934.\3\ The new rules require registrants to disclose material
cybersecurity incidents on new Item 1.05 of Forms 8-K, 8-K12B, 8-K12G3,
8-K15D5, 8-K/A, 8-K12B/A, 8-K12G3/A, and 8-K15D/A, and describe certain
aspects of the incident's nature, scope, and timing, as well as its
material impact or reasonably likely material impact on the registrant,
within four business days after a registrant determines the
cybersecurity incident is material. EDGAR will be modified to add new
Item 1.05 to the relevant forms to allow registrants to disclose the
required information.
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\3\ Cybersecurity Risk Management, Strategy, Governance, and
Incident Disclosure, Release No. 33-11216 (July 26, 2023) [88 FR
51896 (Aug. 4, 2023)].
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Rule Amendments Modernizing Beneficial Ownership Reporting
On October 10, 2023, the Commission adopted amendments to certain
rules that govern beneficial ownership reporting. These rule revisions
both shorten filing deadlines for initial and amended reports and
require that all information disclosed within the reports, excluding
exhibits, be filed using structured, machine-readable language.\4\ To
the extent that a beneficial owner wishes to submit an amendment to a
Schedule 13D on EDGAR as a combined filing with a Schedule TO, however,
the combined filing would not be required or allowed to be filed using
structured, machine-readable language. EDGAR will be modified
accordingly.
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\4\ Modernization of Beneficial Ownership Reporting, Release No.
33-11253 (Oct. 10, 2023) [88 FR 76986 (Nov. 7, 2023)].
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In addition, EDGAR will be modified such that when the amendments
become effective on February 5, 2024, a Schedule 13D, Schedule 13D/A,
Schedule 13G, and Schedule 13G/A filed before 10 p.m. eastern time on a
day that EDGAR is operating will receive a filing date identical to the
EDGAR received date and will be disseminated until 10 p.m. eastern
time.
Investment Company Name Clarification
On September 20, 2023, the Commission amended rules under the
Investment Company Act of 1940 to clarify certain broad categories of
investment company names that are likely to mislead investors about an
investment company's investments and risks.\5\ To implement this
rulemaking, EDGAR will be updated to support a new taxonomy--FND--with
2023 and 2022 versions. EDGAR will also be updated to accept Inline
XBRL submissions on Forms N-8B-2 and S-6.
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\5\ Investment Company Names, Release No. 33-11238A (Sep. 20,
2023) [88 FR 70436 (Oct. 11, 2023)].
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Removal of Certain Defunct and Discontinued Forms
EDGAR will be updated to remove the following obsolete forms from
the
[[Page 4546]]
EDGARLink Online Form Submission Types list:
N-LIQUID and N-LIQUID/A--On November 2, 2020, the
Commission revised and changed the name of Form N-LIQUID to Form N-
RN.\6\ As a result, EDGAR was updated to add new Form N-RN submission
types. The N-LIQUID submission types will be retired since that version
of the form is no longer in effect. Filers, instead, should submit Form
N-RN.
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\6\ Use of Derivatives by Registered Investment Companies and
Business Development Companies, Release No. IC-34084 (Nov. 2, 2020)
[86 FR 83162 (Dec. 21, 2020)].
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24F-2NT and 24F-2NT/A--On April 8, 2020, the Commission
required filers to file Form 24F-2 in XML instead of ASCII/HTML.\7\
Beginning February 1, 2022, filers have been required to submit
submission types 24F-2NT and 24F-2NT/A in a structured XML format. The
links to the invalid ASCII/HTML versions of the form are being removed.
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\7\ Securities Offering Reform for Closed-End Investment
Companies, Release No. 33-10771A (Apr. 8, 2020) [86 FR 33290 (June
1, 2020)].
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F-4EF and F-4 POS--The submission types F-4EF and F-4POS
are being removed as Form F-4 does not have an automatically effective
provision. This change will also streamline the implementation of a fee
payment validation function, which is being implemented as part of the
Commission's Filing Fee Disclosure and Payment Methods Modernization
Rule.
On October 13, 2021, the Commission adopted amendments to modernize
filing fee disclosure and payment methods.\8\ EDGAR will be updated to
allow filers to voluntarily choose to comply with the rule's
requirements to disclose filing fee calculation table(s) and related
information in the EX-FILING FEES exhibit in Inline XBRL format for 72
fee-bearing form types beginning January 31, 2024. The changes to EDGAR
will also allow the phase-in of the Inline XBRL filing fee requirements
over a period of approximately 18 months:
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\8\ Filing Fee Disclosure and Payment Methods Modernization,
Release No. 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
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[cir] January 31, 2024--Filers voluntarily file fee data in Inline
XBRL format (approximately six months prior to July 31, 2024).
[cir] July 31, 2024--Large Accelerated Filers required to submit
fee data in Inline XBRL format.
[cir] July 31, 2025--Compliance by all filers required, including
certain investment companies that file registrations on Forms N-2 and
N-14.
III. 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/filerinformation/current-edgar-filer-manual.
IV. 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'').\9\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \10\ or a report
to Congress under the Small Business Regulatory Enforcement Fairness
Act of 1996.\11\
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\9\ 5 U.S.C. 553(b)(A).
\10\ 5 U.S.C. 601 through 612.
\11\ 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, 2024. In accordance with the APA,\12\ 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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\12\ 5 U.S.C. 553(d)(3).
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V. 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,\13\ Sections 3, 12, 13, 14, 15, 15B, 23 and 35A of the Securities
Exchange Act of 1934,\14\ Section 319 of the Trust Indenture Act of
1939,\15\ and Sections 8, 30, 31, and 38 of the Investment Company Act
of 1940.\16\
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\13\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\14\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\15\ 15 U.S.C. 77sss.
\16\ 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 41 (December 2022). The requirements for filing on EDGAR are
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR
Filing,'' Version 68 (December 2023). 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 or email [email protected]. The EDGAR
Filer Manual may also be obtained from https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual.
By the Commission.
[[Page 4547]]
Dated: December 18, 2023.
Vanessa A. Countryman,
Secretary.
Editorial Note: This document was received for publication by
the Office of the Federal Register on January 19, 2024.
[FR Doc. 2024-01314 Filed 1-23-24; 8:45 am]
BILLING CODE 8011-01-P