[Federal Register Volume 86, Number 142 (Wednesday, July 28, 2021)]
[Rules and Regulations]
[Pages 40308-40310]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-15317]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232

[Release Nos. 33-10948; 34-92216; 39-2539; IC-34304]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the ``Commission'') is 
adopting amendments to Volumes I and II of the Electronic Data 
Gathering, Analysis, and Retrieval system (``EDGAR'') Filer Manual 
(``EDGAR Filer Manual'' or ``Filer Manual'') and related rules. The 
EDGAR system was upgraded on June 18, 2021.

DATES: 
    Effective date: July 28, 2021.
    Incorporation by reference: The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director as of July 28, 2021.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volumes I and II of the Filer Manual and related rules, please 
contact Rosemary Filou, Chief Counsel, or Jane Patterson, Senior 
Counsel, in the EDGAR Business Office at (202) 551-3900. For questions 
concerning Form N-CEN updates, please contact Heather Fernandez in the 
Division of Investment Management at (202) 551-6708. For questions 
concerning the changes to Forms S-1, S-3, F-1 and F-3, please contact 
Chris Windsor, Senior Special Counsel in the Division of Corporation 
Finance at (202) 551-3419. For questions concerning the XBRL 
submissions, 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 EDGAR Filer 
Manual, Volume I: ``General Information,'' Version 38 (June 2021) and 
Volume II: ``EDGAR Filing,'' Version 58 (June 2021). The updated Filer 
Manual volumes are 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

[[Page 40309]]

filings made in electronic format.\1\ Filers should 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.
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II. Amendments to Volumes I of the Filer Manual

    The EDGAR System was updated in Release 21.2 and the following 
update is being made to Volume I of the EDGAR Filer Manual.
    Volume I of the EDGAR Filer Manual sets forth the requirements, 
among other things, for securely maintaining EDGAR access codes, 
maintaining current company information in EDGAR, and obtaining a new 
passphrase--the access code that allows a filer to reset other codes--
when the passphrase is lost or compromised. A filer who has lost their 
passphrase may reset it by requesting a security token be sent to the 
contact email address on record for the account. Individuals frequently 
contact the Commission, however, indicating they represent the filer 
but do not have EDGAR access codes, and the contact email on file is 
not current. Volume I allows these filers to regain access to their 
EDGAR account through a ``manual passphrase'' request. The Commission 
staff attempts to carefully screen these requests, and Volume I is 
being amended to add requirements to enable Commission staff to more 
effectively assess manual passphrase requests.
    The amendments will require filers to upload specified supporting 
documentation to demonstrate the relationships between the entity 
requesting access and the existing EDGAR account, and the entity 
requesting access and the individual acting for that entity. Filers 
seeking access to an existing EDGAR account for which they have neither 
the access codes nor the current contact email address would be 
required to submit documents with the request for access, and 
additional documents as requested by SEC staff. The amendments will 
also provide that filers seeking access under this process must allow 
at least five (5) business days for processing of the request, and must 
respond to requests from SEC staff for additional information and 
documents.

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

    EDGAR is being updated in Release 21.2, and was previously updated 
in 21.1.3, 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 21.2 will be deployed on or about June 21, 
2021. EDGAR Release 21.1.3 was deployed on May 7, 2021.
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    On April 8, 2020, the Commission amended Forms S-1, S-3, F-1 and F-
3 to enable issuers of Exchange Traded Vehicle Securities to register 
an indeterminate number of shares and to pay fees annually based on net 
issuances, or to register a fixed amount of the securities and pay the 
associated fees.\3\ EDGAR Release 21.2 updates submission form types S-
1, S1/A, S-3, S-3/A, F-1, F-1/A, F-3 and F-3/A to include ``Exchange 
Traded Vehicle Securities'' as a new security type. See Chapter 7 
(Preparing and Transmitting EDGARLink Online Submissions) of the EDGAR 
Filer Manual, Volume II: ``EDGAR Filing.''
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    \3\ See Securities Offering Reform for Closed End Investment 
Companies, Release 33-10771 (Apr. 8, 2020) [85 FR 33290 (June 1, 
2020)].
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    On October 7, 2020, the Commission adopted new rules and amended 
existing rules and forms to create a comprehensive regulatory framework 
for fund of funds arrangements.\4\ As part of the new rule, Release 
21.2 updates submission form types N-CEN and N-CENA to include updated 
form content and adds two new questions on the form types related to 
unit investment trusts in Part F., and to management companies in Part 
C. See Chapter 8 (Preparing and Transmitting Online Submissions) of the 
EDGAR Filer Manual, Volume II: ``EDGAR Filing.''
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    \4\ See Fund of Fund Arrangements, Release No. 33-10871 (Oct. 7, 
2020) [85 FR 73924 (Nov. 19, 2020)].
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    Also, the following updates will be made to Volume II of EDGAR 
Filer Manual:
    Updates to technical instructions will be added to support filers 
with constructing attached documents and document types and interactive 
data. See Chapter 5 (Constructing Attached Documents and Document 
Types) and Chapter 6 (Interactive Data) of the EDGAR Filer Manual, 
Volume II: ``EDGAR Filing.''
    The EDGAR Frequently Asked Questions (FAQ) screens of the EDGAR 
Filing website and the EDGAR Filer Management website will be updated 
to remove the ``EDGAR Quick Reference Guides'' hyperlink.\5\ See 
Appendix B (Frequently Asked Questions) of the EDGAR Filer Manual, 
Volume II: ``EDGAR Filing.''
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    \5\ The ``EDGAR Quick Reference Guide'' was removed from Volume 
I of the EDGAR Filer Manual in Release 20.4.
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    EDGAR Release 21.1.3 also introduced the following software changes 
and the Filer Manual is being revised accordingly:
    <bullet> In accordance with Release 33-10884,\6\ submission form 
types C, C/A, and C-U were updated to increase the offering limit from 
$1,070,000 to $5,000,000. Filers can specify up to $5,000,000 for the 
Target Offering Amount and Maximum Offering Amount. See Chapter 8 
(Preparing and Transmitting Online Submissions) of the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing.''
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    \6\ See Facilitating Capital Formation and Expanding Investment 
Opportunities by Improving Access to Capital in Private Markets, 
Release 33-10884 (Nov. 2, 2020) [86 FR 3496 (Jan. 14, 2021)].
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    <bullet> In Release 33-10231,\7\ the Commission rescinded Forms N-Q 
and N-SAR. Accordingly, effective May 10, 2021, Release 21.1.3 modified 
EDGAR to no longer accept the following form types: N-Q, N-Q/A, NSAR-A, 
NSAR-A/A, NSAR-AT, NSAR-AT/A, NSAR-B, NSAR-B/A, NSAR-BT, NSAR-BT/A, 
NSAR-U, NSAR-U/A, NT-NSAR, and NT-NSAR/A. See Chapter 3 (Index to 
Forms), Chapter 7 (Preparing and Transmitting EDGARLink Online 
Submissions), Appendix C (EDGAR Submission Types), and Appendix E 
(Automated Conformance Rules for EDGAR Data Fields) of the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing.''
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    \7\ See Investment Company Reporting Modernization, Release 33-
10231 (Oct. 13, 2016) [81 FR 81870 (Nov. 18, 2016)].
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    Additional update and minor corrections made to the EDGAR Filer 
Manual, Volume II: ``EDGAR Filing'' include:
    <bullet> Updates to instructions for filing Form X-17A-5 Part III 
noting the staff of the Division of Trading and Markets' temporary 
conditional no-action position for broker-dealers that are unable to 
obtain notarization services due to difficulties arising from COVID-19. 
See Section 8.2.20 of Chapter 8 (Preparing and Transmitting Online 
Submissions).
    <bullet> Correction of the title ``EDGAR TA XML Technical 
Specification.'' See Chapter 3 (Index to Forms).
    <bullet> Replacement of Figure 8-188: ``Signature Screen for 
submission form type X-17A-5.''
    <bullet> Updates to references to ``Convert Paper Only Filer to 
Electronic Filer'' to ``Apply for EDGAR Access: Applicants With a CIK 
but Without EDGAR Access Codes.'' \8\
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    \8\ Starting June 25, 2021, applicants for EDGAR access who 
previously used the ``Convert Paper Only Filer to Electronic Filer'' 
process would now be required to submit the Form ID and an 
authenticating document to apply for access to file on EDGAR. See 
Adoption of Updated EDGAR Filer Manual, Form ID Amendments, Release 
No. 33-10935 [86 FR 25803].

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[[Page 40310]]

    EDGAR Release 21.2 also introduces additional changes in EDGAR that 
do not require corresponding amendments to the Filer Manual. See the 
``Updates'' section of Volume II of the EDGAR Filer Manual, Volume II: 
``EDGAR Filing.''

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, Washington, 
DC 20549, on official business days between the hours of 10 a.m. and 3 
p.m. Due to pandemic conditions, however, access to the Commission's 
Public Reference Room is not permitted at this time.

V. Administrative Law Matters

    Because the Filer Manual, and form 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 Fairness 
Act.\11\
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    \9\ 5 U.S.C. 553(b)(A).
    \10\ 5 U.S.C. 601-612.
    \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 July 28, 2021. 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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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,\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. 77 sss.
    \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 authority citation for part 232 continues to read, in part, 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 updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 38 (June 2021). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 58 (June 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. Due to pandemic conditions, however, access to the Commission's 
Public Reference Room is not permitted at this time. 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#224447465047450c4e4745434e624c4350430c454d54"><span class="__cf_email__" data-cfemail="4c2a29283e292b6220292b2d200c222d3e2d622b233a">[email protected]</span></a>, or go to: https://www.archives.gov/federal-register/cfr/ibr-locations.html.

    By the Commission.

    Dated: June 21, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-15317 Filed 7-27-21; 8:45 am]
BILLING CODE 8011-01-P


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