```

[Federal Register Volume 90, Number 19 (Thursday, January 30, 2025)]
[Rules and Regulations]
[Pages 8493-8495]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01923]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11341; 34-101914; 39-2559; IC-35419]

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 24.4 will 
be deployed in the EDGAR system on December 16, 2024.

DATES: Effective January 30, 2025. The incorporation by reference of 
the revised Filer Manual is approved by the Director of the Federal 
Register as of January 30, 2025.

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 the filing of Form SHO, please 
contact Timothy M. Riley, Branch Chief, or Patrice M. Pitts, Special 
Counsel, Office of Trading Practices, Division of Trading and Markets 
at (202) 551-5777. For questions regarding registering the offerings of 
registered index-linked annuities and registered market value 
annuities, please contact Heather Fernandez, Financial Analyst, in the 
Division of Investment Management at (202) 551-6708. For questions 
regarding Variable Insurance Products XBRL taxonomy, please contact the 
Office of Structured Disclosure in the Division of Economic and Risk 
Analysis at (202) 551-5494. For questions regarding filing formats for 
Schedules 13D and 13G with XML-Based Filing Format, please contact 
Robert Errett, Sean Harrison, or Joseph Lonergan in the Disclosure 
Management Office in the Division of Corporation Finance at (202) 551-
3225.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, 
Volume II: ``EDGAR Filing,'' Version 72 (December 2024) 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.
---------------------------------------------------------------------------

    \1\ See Rule 301 of Regulation S-T.
---------------------------------------------------------------------------

II. EDGAR System Changes and Associated Modifications to Volume II of 
the Filer Manual

    EDGAR is being updated in EDGAR Release 24.4 and corresponding 
amendments to Volume II of the Filer Manual are being made to reflect 
these changes, as described below.\2\
---------------------------------------------------------------------------

    \2\ EDGAR Release 24.3 was deployed on September 16, 2024.
---------------------------------------------------------------------------

New Form SHO

    On October 13, 2023, the SEC adopted new Rule 13f-2 and related 
Form SHO to provide greater transparency through the publication of 
short sale-related data to investors and other market participants. 
Under Rule 13f-2, an institutional investment manager (``Manager'') 
that meets certain prescribed reporting thresholds will report certain 
short position and short activity data for certain equity securities on 
Form SHO.\3\ A Manager will file Form SHO using either a fillable web 
form available on EDGAR, or its own software tool that utilizes a Form 
SHO-specific XML. The Commission will thereafter anonymize, aggregate, 
and publish certain data collected from the forms received. EDGAR will 
be updated in accord with this new rule.\4\
---------------------------------------------------------------------------

    \3\ See Short Position and Short Activity Reporting by 
Institutional Investment Managers, Release No. 34-98738 (Oct. 13, 
2023) [88 FR 75100 (Nov. 1, 2023)].
    \4\ See Short Position and Short Activity Reporting by 
Institutional Investment Managers, Release No. 34-98738 (Oct. 13, 
2023) [88 FR 75100 (Nov. 1, 2023)].
---------------------------------------------------------------------------

Forms Related to Registering the Offerings of Registered Index-Linked 
Annuities (``RILAs'') and Registered Market Value Adjustment Annuities

    On July 1, 2024, the Commission adopted Registration for Index-
Linked Annuities and Registered Market Value Adjustment Annuities; 
Amendments to Form N-4 for Index-Linked Annuities, Registered Market 
Value Adjustment Annuities, and Variable Annuities; Other Technical 
Amendments.\5\ The Rule requires RILAs and registered market value 
adjustment annuities (collectively, ``non-variable annuities'') to 
register on Form N-4 and pay their fees on Form 24F-2. The following 
changes will be made to allow filers to comply with the new 
requirements:
---------------------------------------------------------------------------

    \5\ See Registration for Index-Linked Annuities and Registered 
Market Value Adjustment Annuities; Amendments to Form N-4 for Index-
Linked Annuities, Registered Market Value Adjustment Annuities, and 
Variable Annuities; Other Technical Amendments, Release No. 33-11294 
(July 1, 2024) [FR 89 FR 59978 (July 24, 2024)].
---------------------------------------------------------------------------

     EDGAR will be modified to automatically accept initial 
Form N-4 submissions from Securities Act of 1933

[[Page 8494]]

(``1933 Act'')-only filers. Upon acceptance, EDGAR will assign a new 
1933 Act File Number (``333-'') to the submission.
     EDGAR will no longer require registrants with an 
investment company type of N-4 to have an Investment Company Act of 
1940 file number (``811-'') in order to make N-VPFS filings. N-VPFS 
filings made by non-variable annuities will be accepted in EDGAR as 
long as the filer has a 1933 Act File Number.
     Three new exhibits will be available to Form N-4 filers:

[cir] EX-99.4p PWR ATTY
[cir] EX-99.4q ACCT LTR
[cir] EX-99.4r HISTORIC

     EDGAR will be updated to accept the 2024Q4 version of the 
Variable Insurance Products (``VIP'') XBRL taxonomy, which incorporates 
new disclosure requirements on Form N-4 for non-variable annuities.
     The Form 24F-2 online application and XML schema will be 
modified to include updates to Form 24F-2 introduced by the Rule. After 
the date of this EDGAR release, all Form 24F-2 filers will need to 
comply with the updated requirements. Submissions created using earlier 
versions of the schema will be suspended. Additionally, online form 
filers will be unable to restore a Form 24F-2 created and saved prior 
to the release date and will be prompted to create a new filing.
     Descriptive text throughout the EDGAR Filer Manual will be 
updated to clarify that certain submission types and EDGAR 
functionality previously only used by investment companies will now 
also apply to non-variable annuities.

Replacement of Filing Formats for Schedules 13D and 13G With XML-Based 
Filing Format

    In October 2023, the Commission adopted amendments that require 
beneficial ownership reports on Schedules 13D and 13G to be filed using 
a structured, machine-readable data language.\6\ EDGAR is being updated 
to replace the HTML and ASCII filing formats for Schedules 13D and 13G 
with an XML-based filing format.
---------------------------------------------------------------------------

    \6\ See Modernization of Beneficial Ownership Reporting, Release 
No. 33-11253 (Oct. 10, 2023) [88 FR 76896 (Nov. 7, 2023)].
---------------------------------------------------------------------------

Removal of Screenshots From Chapters 5 and 7

    The Filer Manual Volume II will be updated to remove screenshots 
from Chapters 5 and 7 that duplicate instructions provided in the text.

Clarification of the Title of Chapter 3

    The title of Chapter 3 of the Filer Manual Volume II will be 
clarified to include reference to submission types and as amended will 
read ``Index to Forms and Submission Types''.

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'').\7\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \8\ or a report to 
Congress under the Small Business Regulatory Enforcement Fairness Act 
of 1996.\9\
---------------------------------------------------------------------------

    \7\ 5 U.S.C. 553(b)(A).
    \8\ 5 U.S.C. 601 through 612.
    \9\ 5 U.S.C. 804(3)(c).
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and related rule 
amendments is January 30, 2025. In accordance with the APA,\10\ 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.
---------------------------------------------------------------------------

    \10\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

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,\11\ sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\12\ section 319 of the Trust Indenture 
Act of 1939,\13\ and sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.\14\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \12\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \13\ 15 U.S.C. 77sss.
    \14\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

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, 78n-1, 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 41 (December 2022). The requirements for filing on EDGAR are 
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 72 (December 2024). 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

[[Page 8495]]

www.archives.gov/federal-register/cfr/ibr-locations.html 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.

    Dated: December 16, 2024.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2025-01923 Filed 1-29-25; 8:45 am]
BILLING CODE 8011-01-P
```