[Federal Register Volume 87, Number 3 (Wednesday, January 5, 2022)]
[Rules and Regulations]
[Pages 391-393]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-28445]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11016; 34-93827; 39-2542; IC-34444]


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 (``EDGAR'') Filer Manual (``Filer 
Manual'') and related rules and forms. The EDGAR system was upgraded on 
December 20, 2021.

DATES: Effective date: January 5, 2022. The incorporation by reference 
of the Filer Manual is approved by the Director of the Federal Register 
as of January 5, 2022.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume II of the Filer Manual and related rules, please contact 
Rosemary Filou, Deputy Director and Chief Counsel, or Jane Patterson, 
Senior Special Counsel, in the EDGAR Business Office at (202) 551-3900. 
For questions concerning Inline XBRL tagging requirements for Business 
Development Companies, please contact Heather Fernandez in the Division 
of Investment Management at (202) 551-6708. For questions concerning 
form types SBSE-CCO-RPT and SBSE-CCO-RPT/A, please contact Kelly Shoop, 
Branch Chief, and Katherine Lesker, Special Counsel, in the Division of 
Trading and Markets at (202) 551-5550. For questions regarding the DEI 
Taxonomy additions for auditor information, please contact Chris 
Windsor, Senior Special Counsel, in the

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Division of Corporation Finance at (202) 551-3419. For questions 
regarding a validation added to EDGAR for Form ATS-N, please contact 
Tyler Raimo, Assistant Director, in the Division of Trading and Markets 
at (202) 551-6227. 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 60 (December 2021) 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 technical specifications 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\
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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 Release 21.4, and was previously updated 
in Release 21.3.1, and corresponding amendments to Volume II of the 
Filer Manual will be made to reflect these changes, as described 
below.\2\
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    \2\ Release 21.4 will be deployed on or about December 20, 2021.
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    On April 14, 2016, the Commission adopted rules to implement 
provisions of Title VII of the Dodd-Frank Act. Rule 15Fk-1(c) under the 
Securities Exchange Act of 1934 requires security-based swap dealers 
and security-based swap participants (``SBS Entities'') to submit an 
annual report to the Commission, prepared and signed by the chief 
compliance officer, containing prescribed information concerning the 
SBS Entities' compliance programs.\3\ Release 21.4 introduces two new 
submission types for SBS Entities' chief compliance officer to submit 
the annual compliance report and any subsequent amendments to the 
report on EDGAR: SBSE-CCO-RPT and SBSE-CCO-RPT/A.
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    \3\ See Rule 15Fk-1(c) under the Exchange Act [17 CFR 240.15Fk-
1(c)].
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    On April 8, 2020, the Commission adopted rule and form amendments 
that modify the registration, communications, and offering processes 
for business development companies (``BDCs'') and registered closed-end 
investment companies (collectively, ``funds'') under the Securities Act 
of 1933, Regulations S-K and S-T, the Securities Exchange Act of 1934, 
and the Investment Company Act of 1940 (``Offering Reform Rules'').\4\
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    \4\ See Securities Offering Reform for Closed-End Investment 
Companies, Release 33-10771 (Apr. 8, 2020) [85 FR 33290 (June 1, 
2020)]. The compliance dates for the new structured data 
requirements of the rulemaking are August 1, 2022 (for funds that 
file a short-form shelf registration statement on Form N-2), and 
February 1, 2023 (for all other funds).
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    The Offering Reform Rules include new structured data requirements 
for BDCs, which will be required to use Inline XBRL to tag their 
financial statements. In addition, all funds that file on Form N-2 will 
be required to use Inline XBRL to tag Form N-2 cover page 
information.\5\ Funds must also tag information provided in response to 
Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 
10.1.a-d, 10.2.a-c, 10.2.e, 10.3, and 10.5 (``specified prospectus 
disclosures'') that is included in any registration statement or post-
effective amendment filed on Form N-2, or for any forms of prospectus 
filed pursuant to Rule 424 under the Securities Act of 1933 that 
include or amend such information. The Offering Reform Rules also 
require funds that file a short-form shelf registration statement on 
Form N-2 (``seasoned issuers'') to use Inline XBRL to tag any specified 
prospectus disclosures that appear in Exchange Act reports that are 
incorporated by reference into their registration statement (e.g., 
Forms 10-K, 10-Q, 8-K, N-CSR).
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    \5\ BDCs and registered closed-end funds that file on Forms 10-
K, 10-Q, or 8-K must also tag the cover page of such filings 
pursuant to the requirements of Rule 406 of Regulation S-T.
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    In conjunction with the Offering Reform Rules, EDGAR will be 
updated to support the 2021Q4 Closed-End Funds (CEF) Taxonomy, and the 
EDGAR Filer Manual will be revised to update the submission types that 
will accept XBRL and to describe certain validations specific to the 
CEF Taxonomy.
    Further, on October 13, 2021, the Commission adopted rules and form 
amendments to modernize filing fee disclosure and payment methods for 
operating companies, BDCs, and most registered closed-end funds.\6\ 
Effective January 31, 2022, such filers will be required to disclose 
their filing fee calculation table(s) and related information in a new 
filing fee exhibit for most fee bearing forms within the scope of the 
rules. The new exhibit, which will be titled ``EX-FILING FEES,'' will 
initially be filed in an unstructured format. Filing instructions for 
the new filing fee exhibits are included in Volume II of the Filer 
Manual with a note to filers that the instructions are effective on 
January 31, 2022.
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    \6\ See Filing Fee Disclosure and Payment Methods Modernization, 
Release 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
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    Also, the following updates will be made to Volume II of the Filer 
Manual:
    <bullet> A validation will be added within EDGAR to ensure that if 
a filer indicates that certain information can be found on a website 
URL that is listed in Item 6 of Form ATS-N, the website URL has, in 
fact, been included. If the filer has not included the website, EDGAR 
will suspend the filing and send a suspension message to the filer.
    <bullet> On December 18, 2020, Congress enacted the ``Holding 
Foreign Companies Accountable Act'' (``HFCAA''), which includes 
submission and disclosure requirements for registrants that the 
Commission identifies as having filed an annual report on Forms 20-F, 
40-F, 10-K, and N-CSR with an audit report issued by a registered 
public accounting firm that is located in a foreign jurisdiction and 
that the Public Company Accounting Oversight Board (``PCAOB'') has 
determined it is unable to inspect or investigate completely because of 
a position taken by an authority in that jurisdiction.\7\ On December 
2, 2021, the Commission adopted amendments \8\ to finalize interim 
final rules \9\ that revised Forms 20-F, 40-F, 10-K, and N-CSR to 
implement the disclosure and submission requirements of the HFCAA. The 
final amendments, among other things, mandated that filers provide 
certain XBRL information about firms providing audit reports for 
financial statements included in annual reports filed on Forms 20-F, 
40-F, 10-K, and N-CSR for fiscal years ending on or after December 18, 
2021, which will begin to be made in early 2022.\10\ In order for 
registrants to comply with the final amendments, EDGAR will be updated 
to support the latest version of DEI-2021Q4 Taxonomy, and all 
registrants will be required to use the updated taxonomy, or a 
subsequently adopted version of the taxonomy, for any annual

[[Page 393]]

report filed for a period ended after December 15, 2021.
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    \7\ Holding Foreign Companies Accountable Act, Public Law 116-
222 (Dec. 18, 2020).
    \8\ Holding Foreign Companies Accountable Act Disclosure, 
Release 34-93701 (Dec. 2, 2021) [86 FR 70027 (Dec. 9, 2021)].
    \9\ Holding Foreign Companies Accountable Act Disclosure, 
Release No. 34-91364 (Mar. 18, 2021) [86 FR 17528 (Apr. 5, 2021)].
    \10\ Holding Foreign Companies Accountable Act Disclosure, 
Release 34-93701 (Dec. 2, 2021) [86 FR 70027 (Dec. 9, 2021)].
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    Release 21.4 also introduces, and Release 21.3.1 introduced, 
additional changes in EDGAR that do not require corresponding 
amendments to the Filer Manual. See the ``Updates'' section of Volume 
II of the Filer Manual.

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. Typically, the 
EDGAR Filer Manual is also available for website viewing and printing 
in the Commission's Public Reference Room, 100 F Street NE, Room 1580, 
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.

V. Administrative Law Matters

    Because the Filer Manual, the related 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'').\11\ It follows that the amendments do not require 
analysis under requirements of the Regulatory Flexibility Act \12\ or a 
report to Congress under the Small Business Regulatory Enforcement 
Fairness Act of 1996.\13\
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    \11\ 5 U.S.C. 553(b)(A).
    \12\ 5 U.S.C. 601 through 612.
    \13\ 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 5, 2022. In accordance with the APA,\14\ 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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    \14\ 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,\15\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\16\ Section 319 of the Trust Indenture 
Act of 1939,\17\ and Sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.\18\
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    \15\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \16\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \17\ 15 U.S.C. 77sss.
    \18\ 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, 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 39 (September 2021). The requirements for filing on EDGAR are 
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 60 (December 2021). 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 at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual. Typically, the 
EDGAR Filer Manual is also 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. You can also inspect the document at the National 
Archives and Records Administration (NARA). For information on the 
availability of this material at NARA, email <a href="/cdn-cgi/l/email-protection#ddbbb8b9afb8baf3b1b8babcb19db3bcafbcf3bab2ab"><span class="__cf_email__" data-cfemail="a8cecdccdacdcf86c4cdcfc9c4e8c6c9dac986cfc7de">[email protected]</span></a>, or 
go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.

    Dated: December 20, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-28445 Filed 1-4-22; 8:45 am]
BILLING CODE 8011-01-P


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