Rule2022-08232
Adoption of Updated EDGAR Filer Manual
Primary source
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Published
April 19, 2022
Effective
April 19, 2022
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission ("Commission") is adopting amendments to Volumes I and 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 March 21, 2022.
Full Text
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<title>Federal Register, Volume 87 Issue 75 (Tuesday, April 19, 2022)</title>
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[Federal Register Volume 87, Number 75 (Tuesday, April 19, 2022)]
[Rules and Regulations]
[Pages 23108-23110]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-08232]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11043; 34-94479; 39-2543; IC-34536]
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 Volumes I and 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 March 21, 2022.
DATES: Effective date: April 19, 2022. The incorporation by reference
of the Filer Manual is approved by the Director of the Federal Register
as of April 19, 2022.
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, Deputy Director and Chief Counsel, or E.
Laurita Finch, Senior Special Counsel, in the EDGAR Business Office at
(202) 551-3900. For questions concerning submission form type 497VPSUB,
please contact Andrea Magovern, Assistant Director, in the Division of
Investment Management at (202) 551-6921. For questions concerning the
payment of filing fees, please contact Luba Dinits in the Office of
Financial Management at (202) 551-3839. For questions concerning the
structured data requirements for Forms N-3, N-4, and N-6, please
contact Heather Fernandez, Financial Analyst, in the Division of
Investment Management at (202) 551-6708. For questions regarding non-
broker-dealer filers that are filing pursuant to a Commission
substituted compliance order, please contact Randall Roy, Deputy
Associate Director, at (202) 551-5522, or Valentina Deng, Special
Counsel, at (202) 551-5778 in the Division of Trading and Markets. For
questions about EX-99.36 Form 7-R, please contact Pamela Carmody in the
Division of Trading and Markets at (202) 551-6991. For questions
regarding submission form types MA-A and MA-A/A, please contact Mark
Stewart, Attorney-Advisor, in the Office of Municipal Securities, at
(202) 551-4410. For questions regarding Form X-17A-5 Part III, please
contact Rose Wells, Senior Counsel, in the Division of Trading and
Markets, at (202) 551-5527. 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 I: ``General Information,'' Version 40 (March 2022) and Volume
II: ``EDGAR Filing,'' Version 61 (March 2022) and amendments to 17 CFR
232.301 (``Rule 301''). 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 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 of Regulation S-T.
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[[Page 23109]]
II. Amendment and Functional Enhancement to Volume I of the Filer
Manual
Volume I of the Filer Manual provides general information regarding
electronic submissions to the Commission on EDGAR. Volume I will be
amended to add a link to the Glossary of Commonly Used Terms, Acronyms,
and Abbreviations. This, together with the guidance already included in
Volume I encouraging users to visit the EDGAR-Information For Filers
homepage on <a href="http://SEC.gov">SEC.gov</a>, will provide additional helpful introductory
information to current and prospective EDGAR filers. As noted below,
Volume II will also be revised to remove the Glossary from that volume
and to add a link to the Glossary on <a href="http://SEC.gov">SEC.gov</a>.
III. EDGAR System Changes and Associated Modifications to Volume II of
the Filer Manual
EDGAR is being updated in Release 22.1, and was previously updated
in Releases 21.3.1 and 22.0.2, 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 22.1 will be deployed on or about March 21, 2022.
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On February 23, 2021, the Commission issued a Statement on
Insurance Product Fund Substitution Applications (``Commission
Statement'').\3\ As a result, the substitution by an insurance company
of registered open-end investment companies used as Investment Options
(as defined in the Commission Statement) for variable life insurance
policies or variable annuity contracts will not provide a basis for an
enforcement action if the insurance company does not obtain an order
from the Commission under section 26(c) of the Investment Company Act
(and section 17(b) of the Investment Company Act for certain
substitutions) so long as the terms and conditions of the proposed
substitution are substantially similar to those approved by a prior
order for a substitution pursuant to section 26(c) (and section 17(b))
obtained by the insurance company since January 1, 2004. Pursuant to
the Commission's Statement, EDGAR Release 22.1 will introduce a new
submission form type to EDGARLink Online: 497VPSUB.
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\3\ See Commission Statement on Insurance Product Fund
Substitution Applications, Release IC-34199 (Feb. 23, 2021) [86 FR
11813 (Feb. 26, 2021)].
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On October 13, 2021, the Commission adopted rules and form
amendments to modernize filing fee disclosure and payment methods.\4\
As part of that rulemaking, the Commission added options for electronic
fee payments, and eliminated options for fee payment via paper checks
and money orders in an effort to improve filing fee payment processing.
EDGAR will be updated to allow filers to pay filing fees via credit
card, debit card, and Automated Clearing House (ACH) debit payment
methods. EDGAR will use Treasury's <a href="http://Pay.gov">Pay.gov</a> service for filers to
initiate payments in the system, and rely on <a href="http://Pay.gov">Pay.gov</a> to perform the
payment processing. The lockbox for the receipt of checks will no
longer be available as of May 31, 2022. Checks received on or after
this date will be returned to the sender.
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\4\ See Filing Fee Disclosure and Payment Methods Modernization,
Release 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
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On March 11, 2020, the Commission adopted rule and form amendments
regarding variable annuity and variable life insurance contracts to
modernize disclosures by using a layered disclosure approach designed
to provide investors with key information relating to the contract's
terms, benefits, and risks in a concise and more reader-friendly
presentation.\5\ Among other things, to implement the new disclosure
framework, the Commission is requiring investment companies that offer
variable contracts to tag certain disclosures in Forms N-3, N-4, and N-
6 in Inline eXtensible Business Reporting Language (``Inline XBRL'')
beginning January 1, 2023. In conjunction with the amendments, EDGAR
will be updated to support the 2022 Variable Insurance Product (VIP)
Taxonomy.\6\
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\5\ See Updated Disclosure Requirements and Summary Prospectus
for Variable Annuity and Variable Life Insurance Contracts, Release
33-10765 (March 11, 2020) [85 FR 25964 (May 1, 2020)].
\6\ See Draft Taxonomies available at <a href="https://www.sec.gov/structureddata/dera_taxonomies">https://www.sec.gov/structureddata/dera_taxonomies</a>.
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The Commission has issued orders granting substituted compliance
with respect to the requirements of Exchange Act Rule 18a-7 which
requires that security-based swap dealers file annual audited financial
statements and reports.\7\ These orders require a security-based swap
dealer applying substituted compliance with respect to these
requirements of Rule 18a-7 to, among other things, simultaneously send
to the Commission a copy of the firm's annual financial statements
filed pursuant to the firm's home-country requirements and the report
of the independent public accountant covering the annual financial
statements. In accordance with these orders, EDGAR is being updated to
allow filers that are not broker-dealers to select the new ``Filing
pursuant to a Commission substituted compliance order'' check box. Such
firms would be permitted to make the entirety of their filing
confidential.
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\7\ See, e.g., Order Granting Conditional Substituted Compliance
in Connection with Certain Requirements Applicable to Non-U.S.
Security-Based Swap Dealers and Major Security-Based Swap
Participants Subject to Regulation in the United Kingdom, Release
34-92529 (July 30, 2021), 86 FR 43318 (Aug. 6, 2021); Order Granting
Conditional Substituted Compliance in Connection With Certain
Requirements Applicable to Non-U.S. Security-Based Swap Dealers
Subject to Regulation in the Swiss Confederation, Release 24-93284
(Oct. 8, 2021), 86 FR 57455 (Oct. 15, 2021).
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EDGAR Release 22.1 will also make general functional enhancements
to EDGAR and require changes to Volume II of the Filer Manual as
follows:
<bullet> New exhibit ``EX-99.36 Form 7-R'' (Firm Application) is
being added to the drop down exhibit list for submission form types
SBSE-A and SBSE-A/A. This gives SBSE-A filers, who file Form 7-R with
the Commodity Futures Trading Commission (or its designee), and who are
required to file that form with the Commission, a designated location
to place it when filing on EDGAR. Filers can attach ``EX-99.36 Form 7-
R'' in official HTML, ASCII, or PDF format.
<bullet> Appendix B ``Frequently Asked Questions'' (FAQs) has been
modified, and Appendix F ``Glossary of Commonly Used Terms, Acronyms
and Abbreviations'' has been removed. Appendix B is now titled,
``EDGAR--Information for Filers,'' and links to the ``EDGAR Information
for Filers'' web page on <a href="http://SEC.gov">SEC.gov</a>, containing a revised Glossary and
updated FAQs, including a ``How Do I?'' guide with step-by-step
instructions concerning filing on EDGAR (available at: <a href="https://www.sec.gov/edgar/filer-information/how-do-i">https://www.sec.gov/edgar/filer-information/how-do-i</a>).
<bullet> Appendix D ``Paper Forms'' has been revised to remove
screen shots of the paper forms. A notice that current and prospective
EDGAR filers can download electronic copies of EDGAR-related forms from
<a href="https://www.sec.gov/forms">https://www.sec.gov/forms</a> remains.
The Filer Manual Volume II also has been revised to address
software changes previously made in EDGAR:
<bullet> On February 22, 2022, EDGAR Release 22.0.2 introduced the
following change:
<bullet> Submission form types MA-A and MA-A/A will be validated to
prevent filers from submitting a form with the incorrect fiscal year.
Filers will not be able to submit their annual amendment in EDGAR for a
fiscal year that has not yet been completed in the ``Fiscal Year
[[Page 23110]]
End Information'' field on Item 1, Part I of the form.
<bullet> On September 20, 2021, EDGAR Release 21.3 introduced the
following change:
<bullet> In Rule 34-87005, Recordkeeping and Reporting Requirements
for Security-Based Swap Dealers, Major Security-Based Swap
Participants, and Broker-Dealers, the Commission adopted a revised
version of Form X-17A-5 Part III. In accordance with these rules, EDGAR
was updated to allow Form X-17A-5 Part III to be filed by two new
classes of registrants (security-based swap dealers and major security-
based swap participants). These changes were deployed in Release 21.3.1
on October 6, 2021.
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 <a href="https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual">https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual</a>. 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, 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'').\8\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \9\ or a report to
Congress under the Small Business Regulatory Enforcement Fairness Act
of 1996.\10\
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\8\ 5 U.S.C. 553(b)(A).
\9\ 5 U.S.C. 601 through 612.
\10\ 5 U.S.C. 804(3)(C).
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The effective date for the updated Filer Manual and related rule
amendments is April 19, 2022. In accordance with the APA,\11\ 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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\11\ 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,\12\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\13\ Section 319 of the Trust Indenture
Act of 1939,\14\ and Sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\15\
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\12\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\13\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\14\ 15 U.S.C. 77sss.
\15\ 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.
* * * * *
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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 40 (March 2022). The requirements for filing on EDGAR are set
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,''
Version 61 (March 2022). 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 <a href="https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual">https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual</a>. 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#d4b2a6fabdbaa7a4b1b7a0bdbbba94bab5a6b5fab3bba2"><span class="__cf_email__" data-cfemail="5335217d3a3d20233630273a3c3d133d3221327d343c25">[email protected]</span></a>, or
go to: <a href="https://www.archives.gov/federal-register/cfr/ibr-locations.html">https://www.archives.gov/federal-register/cfr/ibr-locations.html</a>.
By the Commission.
Dated: March 21, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-08232 Filed 4-18-22; 8:45 am]
BILLING CODE 8011-01-P
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