[Federal Register Volume 88, Number 190 (Tuesday, October 3, 2023)]
[Rules and Regulations]
[Pages 67945-67946]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-21806]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11235; 34-98419; 39-2552; IC-34998]


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 23.3 will 
be deployed in the EDGAR system on September 18, 2023.

DATES: Effective date: October 3, 2023. The incorporation by reference 
of the revised Filer Manual is approved by the Director of the Federal 
Register as of October 3, 2023.

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, Dan Chang, Senior Special Counsel, or 
Lidian Pereia, Senior Special Counsel, in the EDGAR Business Office at 
(202) 551-3900. For questions regarding Form N-CR, the new submission 
types for Form N-MFP, or Form N-CEN, please contact Heather Fernandez, 
Financial Analyst, in the Division of Investment Management at (202) 
551-6708. For questions regarding new Form F-SR or the new Inline XBRL 
exhibit (EX-26), please contact Robert Errett, in the Division of 
Corporation Finance at (202) 551-3419. 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 67 (September 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 23.3, 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\ EDGAR Release 23.3 will be deployed on September 18, 2023.
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Money Market Fund Reform

    On July 12, 2023, the Commission adopted amendments to certain 
rules that govern money market funds under the Investment Company Act 
of 1940.\3\ Among other things, the amendments required Form N-CR to be 
filed as a structured XML filing and introduced new submission types 
for Form N-MFP: N-MFP3 and N-MFP3/A.
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    \3\ Money Market Fund Reforms; Form PF Reporting Requirements 
for Large Liquidity Fund Advisers; Technical Amendments to Form N-
CSR and Form N-1A, Release 33-11211 (July 12, 2023) [88 FR 51404 
(Aug. 3, 2023)].
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    EDGAR Release 23.3 introduces a pilot phase for filing the 
structured XML Form N-CR and the new submission types for Form N-MFP as 
follows:
    <bullet> Filers may submit submission types N-CR and N-CR/A (a) 
using the new online form available on the EDGAR Filing website (see 
Chapter 8 of the EDGAR Filer Manual, Volume II), or (b) by constructing 
them in accord with the ``EDGAR Form N-CR XML Technical Specification'' 
document that will be updated and posted on https://www.sec.gov/edgar/filerinformation/current-edgar-technical-specifications.
    <bullet> Filers must construct submission types N-MFP3 and N-MFP3/A 
according to the new ``EDGAR Form N-MFP3 XML Technical Specification'' 
document available on https://www.sec.gov/edgar/filerinformation/current-edgar-technical-specifications.
    <bullet> Until June 11, 2024, new submission types N-MFP3 and N-
MFP3/A and the XML version of Form N-CR will be available as test 
filings only, and, as with all test filings, testers are strongly 
encouraged to create and submit fictional data.
    <bullet> Starting June 11, 2024, new submission types N-MFP3 and N-
MFP3/A and the XML version of Form N-CR will be available as both test 
and live filings. In addition, Form N-CR filers will no longer be able 
to file using EDGARLink Online and Form N-MFP filers will no longer be 
able to submit N-MFP2. N-MFP2/A will continue to be available for 
amendments to prior filings.

Share Repurchase Disclosure Modernization

    On May 3, 2023, the Commission adopted amendments to modernize and 
improve disclosure about repurchases of an issuer's equity securities 
that are registered under the Securities Exchange Act of 1934.\4\ To 
implement this rulemaking's requirements, EDGAR will be updated to 
support a new taxonomy, SHR/2023, and EDGAR will accept a new Form F-SR 
(submission types F-SR and F-SR/A) and a new Inline XBRL exhibit (EX-
26).
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    \4\ Share Repurchase Disclosure Modernization, Release 34-97424 
(May 3, 2023) [88 FR 36002 (June 2, 2023)].
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Data Field Updates

    EDGAR is being updated to make the ``DocumentPeriodEndDate'' data 
field optional for the following submission types, because in some 
cases this data field may not be relevant, and corresponding changes 
are being made in the Filer Manual:
    <bullet> DEF 14A, DEF 14C, PRE 14A, PRE 14C, PREM14A, PREM14C.

Errata Correction in Item E.3 of Form N-CEN

    The wording displayed on EDGAR for Item E.3.e of Form N-CEN is 
being

[[Page 67946]]

corrected to match the language adopted by the Commission.\5\ The 
wording is being corrected on the online application used to submit 
filings on Form N-CEN, on disseminated filings on SEC.gov, and in 
relevant portions of the Filer Manual. Additionally, Item E.3.a of Form 
N-CEN is being updated to provide filers space to report a second 
value, if necessary, for the number of shares needed to form a creation 
unit.
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    \5\ Item E.3.e of Form N-CEN, as adopted by the Commission, 
requires filers to report ``Dollars for one or more creation units 
redeemed on the same day, if charged on that basis'' (emphasis 
added). However, Form N-CEN, as displayed in EDGAR and depicted in 
the Filer Manual, requires filers to report: ``Dollars for one or 
more creation units purchased on the same day, if charged on that 
basis'' (emphasis added).
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Additional Revisions To Remove Non-Procedural Rule Content From Volume 
II

    Appendix C (``EDGAR Submission Types'') is being removed from 
Volume II of the Filer Manual, because it consists only of examples, 
sample templates, and lists of information, and not instruction in the 
nature of a procedural rule. This content may have originally been 
included in the Filer Manual when EDGAR and similar technology were 
novel and it was thought necessary to include elementary technical 
information. Removing the content reduces the size of the Filer Manual 
by approximately 20 pages. The content will be placed on the EDGAR--
Information for Filers web page on www.SEC.gov, where it may be 
consulted by interested filers.

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'').\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 3, 2023. 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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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,\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 41 (December 2022). The requirements for filing on EDGAR are 
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 67 (September 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.html or email <a href="/cdn-cgi/l/email-protection#4e283c6027203d3e2b2d3a2721200e202f3c2f60292138"><span class="__cf_email__" data-cfemail="e48296ca8d8a97948187908d8b8aa48a859685ca838b92">[email protected]</span></a>. The 
EDGAR Filer Manual may also be obtained from https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual.

    By the Commission.

    Dated: September 18, 2023.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-21806 Filed 10-2-23; 8:45 am]
BILLING CODE 8011-01-P


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