Federal Register / Vol. 89, No. 16 / Wednesday, January 24, 2024 / Rules and Regulations 4545 

1See Rule 301 of Regulation S–T. 

2EDGAR Release 23.4 will be deployed on 

[December 18, 2023]. 

3Cybersecurity Risk Management, Strategy, 

Governance, and Incident Disclosure, Release No. 

33–11216 (July 26, 2023) [88 FR 51896 (Aug. 4, 

2023)]. 

4Modernization of Beneficial Ownership 

Reporting, Release No. 33–11253 (Oct. 10, 2023) [88 

FR 76986 (Nov. 7, 2023)]. 

5 Investment Company Names, Release No. 33– 

11238A (Sep. 20, 2023) [88 FR 70436 (Oct. 11, 

2023)]. 

Issued in Washington, DC, on January 19, 

2024, by the Commission. 

Robert Sidman, 

Deputy Secretary of the Commission. 

Note: The following appendix will not 

appear in the Code of Federal Regulations. 

Appendix to Annual Adjustment of 

Civil Monetary Penalties To Reflect 

Inflation—2024—Commission Voting 

Summary 

On this matter, Chairman Behnam and 

Commissioners Johnson, Goldsmith Romero, 

Mersinger, and Pham voted in the 

affirmative. No Commissioner voted in the 

negative. 

[FR Doc. 2024–01341 Filed 1–23–24; 8:45 am] 

BILLING CODE 6351–01–P 

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. 

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. 

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

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. 

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, machinereadable language. EDGAR will be 

modified accordingly. 

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. 

Removal of Certain Defunct and 

Discontinued Forms 

EDGAR will be updated to remove the 

following obsolete forms from the 


ddrumheller on DSK120RN23PROD with RULES1
4546 Federal Register / Vol. 89, No. 16 / Wednesday, January 24, 2024 / Rules and Regulations 

6Use of Derivatives by Registered Investment 

Companies and Business Development Companies, 

Release No. IC–34084 (Nov. 2, 2020) [86 FR 83162 

(Dec. 21, 2020)]. 

7Securities Offering Reform for Closed-End 

Investment Companies, Release No. 33–10771A 

(Apr. 8, 2020) [86 FR 33290 (June 1, 2020)]. 

8Filing Fee Disclosure and Payment Methods 

Modernization, Release No. 33–10997 (Oct. 13, 

2021) [86 FR 70166 (Dec. 9, 2021)]. 

9 5 U.S.C. 553(b)(A). 

10 5 U.S.C. 601 through 612. 

11 5 U.S.C. 804(3)(c). 

12 5 U.S.C. 553(d)(3). 

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. 

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. 

• 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. 

• 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: 

Æ January 31, 2024—Filers 

voluntarily file fee data in Inline XBRL 

format (approximately six months prior 

to July 31, 2024). 

Æ July 31, 2024—Large Accelerated 

Filers required to submit fee data in 

Inline XBRL format. 

Æ 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-filermanual. 

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

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. 

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

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 

■ 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. 

* * * * * 

■ 2. Section 232.301 is revised to read 

as follows: 

§ 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 fr.inspection@

nara.gov. The EDGAR Filer Manual may 

also be obtained from https://

www.sec.gov/edgar/filerinformation/ 

current-edgar-filer-manual. 

By the Commission. 


ddrumheller on DSK120RN23PROD with RULES1
Federal Register / Vol. 89, No. 16 / Wednesday, January 24, 2024 / Rules and Regulations 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 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 54 

[TD 9985] 

RIN 1545–BQ94 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

29 CFR Part 2590 

RIN 1210–AC24 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

45 CFR Part 149 

[CMS–9890–CN] 

RIN 0938–AV39 

Federal Independent Dispute 

Resolution (IDR) Process 

Administrative Fee and Certified IDR 

Entity Fee Ranges; Correction 

AGENCY: Internal Revenue Service (IRS), 

Department of the Treasury; Employee 

Benefits Security Administration, 

Department of Labor; Centers for 

Medicare & Medicaid Services, 

Department of Health and Human 

Services (HHS). 

ACTION: Final rule; correction. 

SUMMARY: This document corrects 

technical errors that appeared in the 

December 21, 2023 final rules entitled, 

‘‘Federal Independent Dispute 

Resolution (IDR) Process Administrative 

Fee and Certified IDR Entity Fee 

Ranges.’’ 

DATES: This correcting document is 

effective January 22, 2024. 

FOR FURTHER INFORMATION CONTACT: 

Shira B. McKinlay or William Fischer, 

Internal Revenue Service, Department of 

the Treasury, 202–317–5500; Shannon 

Hysjulien or Rebecca Miller, Employee 

Benefits Security Administration, 

Department of Labor, 202–693–8335; 

and Jacquelyn Rudich or Nora 

Simmons, Centers for Medicare & 

Medicaid Services, Department of 

Health and Human Services, 301–492– 

5211. 

SUPPLEMENTARY INFORMATION: 

I. Background 

A. Introduction 

On December 21, 2023, the 

Departments of Health and Human 

Services (HHS), Labor, and the Treasury 

(collectively, the Departments) 

published FR Doc. 2023–27931 (88 FR 

88494), entitled ‘‘Federal Independent 

Dispute Resolution (IDR) Process 

Administrative Fee and Certified IDR 

Entity Fee Ranges’’ (final rules) related 

to the fees established by the No 

Surprises Act for the Federal IDR 

process, as established by the 

Consolidated Appropriations Act, 2021. 

The final rules (88 FR 88524 and 88525) 

contained non-substantive technical 

errors in the amendatory instructions for 

the regulation text and the HHS title 

that are identified in section II. of this 

document and corrected in section IV. 

of this document. The provisions in this 

correction document are effective as of 

the effective date of the final rules, 

because the Departments determined 

there is good cause to waive any delay 

in effective date for the reasons set forth 

in section III. of this document. 

Accordingly, the corrections are 

effective January 22, 2024. 

B. Regulations Overview 

The final rules amended existing 

regulations to provide that the 

administrative fee amount charged by 

the Departments to participate in the 

Federal IDR process and the ranges for 

certified IDR entity fees for single and 

batched determinations will be set by 

the Departments through notice and 

comment rulemaking. The preamble to 

the final rules also set forth the 

methodology used to calculate the 

administrative fee and the 

considerations used to develop the 

certified IDR entity fee ranges. The final 

rules also finalized the amount of the 

administrative fee and the certified IDR 

entity fee ranges for disputes initiated 

on or after the effective date of the final 

rules. Below, the Departments 

summarize the errors in the final rules 

and describe the corrections that the 

Departments are making in this 

document. 

II. Summary of Errors 

In the final rules the Departments 

inadvertently made technical errors in 

the amendatory instructions for the 

regulation text for all three Departments. 

Amendatory instruction 3.h. incorrectly 

stated that the Department of the 

Treasury was removing ‘‘; and’’ at the 

end of newly redesignated 26 CFR 

54.9816–8T(e)(2)(xii) and adding a 

period in its place. Similarly, 

amendatory instruction 5.h. incorrectly 

stated that the Department of Labor was 

removing ‘‘; and’’ at the end of newly 

redesignated 29 CFR 2590.716– 

8(e)(2)(xii) and adding a period in its 

place, and amendatory instruction 7.h. 

incorrectly stated that the Department of 

Health and Human Services was 

removing ‘‘; and’’ at the end of newly 

redesignated 45 CFR 149.510(e)(2)(xii) 

and adding a period in its place. 

Instead, the Departments intended for 

these amendments to apply to newly 

redesignated 26 CFR 54.9816– 

8T(e)(2)(xi), 29 CFR 2590.716– 

8(e)(2)(xi), and 45 CFR 149.510(e)(2)(xi), 

respectively, rather than newly 

redesignated 26 CFR 54.9816– 

8T(e)(2)(xii), 29 CFR 2590.716– 

8(e)(2)(xii), and 45 CFR 

149.510(e)(2)(xii), which do not include 

‘‘; and’’ at the end of each paragraph and 

already end with periods. Finally, the 

Departments made a typographical error 

in the title line for HHS and incorrectly 

referenced 49 CFR subtitle A rather than 

45 CFR subtitle A. Accordingly, the 

Departments are revising the title line 

for HHS to accurately reflect the correct 

title. 

III. Waiver of Proposed Rulemaking 

and Waiver of the Delay in Effective 

Date 

Under the Administrative Procedure 

Act (APA) (5 U.S.C. 551, et seq.), while 

a general notice of proposed rulemaking 

and an opportunity for public comment 

is generally required before the 

promulgation of regulations, this is not 

required when an agency, for good 

cause, finds that notice and public 

comment are impracticable, 

unnecessary, or contrary to the public 

interest and incorporates a statement of 

the reasons for that finding in the 

document. 

The APA also generally requires that 

a final rule be effective no sooner than 

30 days after the date of publication in 

the Federal Register. Sections 553(b)(B) 

and 553(d)(3) of the APA provide for 

exceptions from the APA notice and 

comment and delay in effective date 

requirements. Section 553(b)(B) of the 

APA authorizes an agency to dispense 

with normal notice and comment 

rulemaking procedures for good cause if 

the agency makes a finding that the 

notice and comment process is 

impracticable, unnecessary, or contrary 

to the public interest and includes a 

statement of the finding and the reasons 

for it in the rule. Similarly, section 

553(d)(3) of the APA allows the agency 


ddrumheller on DSK120RN23PROD with RULES1