[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