Adoption of Updated EDGAR Filer Manual, 391-393 [2021-28445]
Download as PDF
<![CDATA[
391
Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Rules and Regulations
From
To
§ 95.6190
VOR Federal Airway V190 Is Amended To Read in Part
OSWEGO, KS VOR/DME .............................................................
*3100—MOCA
*4000—GNSS MEA
§ 95.6213
95.6316
§ 95.6510
KENNEDY, NY VOR/DME ..........................................................
GENESEO, NY VOR/DME ..........................................................
U.S. CANADIAN BORDER ..........................................................
*EHMAN, NY FIX .........................................................................
**11000
ROCHESTER, NY VOR/DME .....................................................
2400
BILIE, MO FIX .............................................................................
MAUI, HI VORTAC ......................................................................
Airway Segment
*4000
**9000
Changeover Points
From
To
Distance
From
VOR Federal Airway Changeover Point V159 Is Amended To Add Changeover Point
SPRINGFIELD, MO VORTAC .............................
[FR Doc. 2021–28504 Filed 1–4–22; 8:45 am]
BILLING CODE 4910–13–P
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Part 232
TKELLEY on DSK125TN23PROD with RULES1
*5000
Hawaii VOR Federal Airway V24 Is Amended To Read in Part
#*LANAI, HI VORTAC ...................................................................
*5100—MCA LANAI, HI VORTAC, NE BND
**7800—MOCA
#6700—MCA MAUI, HI VORTAC, SW BND
[Release Nos. 33–11016; 34–93827; 39–
2542; IC–34444]
Adoption of Updated EDGAR Filer
Manual
Securities and Exchange
Commission.
ACTION: Final rule.
AGENCY:
18:09 Jan 04, 2022
*4000
VOR Federal Airway V527 Is Amended To Read in Part
RAZORBACK, AR VORTAC .........................................................
*3200—MOCA
VerDate Sep<11>2014
*2500
VOR Federal Airway V510 Is Amended To Delete
BUFFALO, NY VOR/DME .............................................................
*11000—MCA EHMAN, NY FIX, SW BND
**3000—GNSS MEA
EHMAN, NY FIX ...........................................................................
§ 95.8003
UNUSABLE
UNUSABLE
VOR Federal Airway V316 Is Amended To Delete
SAULT STE MARIE, MI VOR/DME ..............................................
*2800—MOCA
§ 95.6424
WILMINGTON, NC VORTAC ......................................................
WALLO, NC FIX ..........................................................................
VOR Federal Airway V252 Is Amended To Read in Part
AIRCO, NY FIX .............................................................................
*2800—MOCA
§ 95.6527
*6200
VOR Federal Airway V229 Is Amended To Read in Part
DIXIE, NJ FIX ................................................................................
*1700—MOCA
§ 95.6252
SPRINGFIELD, MO VORTAC .....................................................
VOR Federal Airway V213 Is Amended To Read in Part
GRAND STRAND, SC VORTAC ..................................................
WILMINGTON, NC VORTAC .......................................................
§ 95.6229
MEA
Jkt 256001
NAPOLEON, MO VORTAC ................................
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
SUMMARY:
PO 00000
Frm 00015
Fmt 4700
Sfmt 4700
57
SPRINGFIELD.
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
E:\FR\FM\05JAR1.SGM
05JAR1
392
Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Rules and Regulations
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
TKELLEY on DSK125TN23PROD with RULES1
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
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 securitybased 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.
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
1 See
Rule 301 of Regulation S–T.
21.4 will be deployed on or about
December 20, 2021.
3 See Rule 15Fk–1(c) under the Exchange Act [17
CFR 240.15Fk–1(c)].
2 Release
VerDate Sep<11>2014
16:55 Jan 04, 2022
Jkt 256001
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
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).
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
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).
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.
6 See Filing Fee Disclosure and Payment Methods
Modernization, Release 33–10997 (Oct. 13, 2021)
[86 FR 70166 (Dec. 9, 2021)].
PO 00000
Frm 00016
Fmt 4700
Sfmt 4700
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.
Also, the following updates will be
made to Volume II of the Filer Manual:
• 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.
• 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
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)].
E:\FR\FM\05JAR1.SGM
05JAR1
Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Rules and Regulations
report filed for a period ended after
December 15, 2021.
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.
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
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-filermanual. 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.
List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting
and recordkeeping requirements,
Securities.
TKELLEY on DSK125TN23PROD with RULES1
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
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.
VI. Statutory Basis
We are adopting the amendments to
Regulation S–T under the authority in
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, 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 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-filermanual. Typically, the EDGAR Filer
Manual is also available for website
viewing and printing in the
U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
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.
U.S.C. 553(b)(A).
12 5 U.S.C. 601 through 612.
13 5 U.S.C. 804(3)(C).
14 5 U.S.C. 553(d)(3).
VerDate Sep<11>2014
16:55 Jan 04, 2022
16 15
Jkt 256001
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 fedreg.legal@
nara.gov, 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
■
15 15
11 5
393
PO 00000
Frm 00017
Fmt 4700
Sfmt 4700
ENVIRONMENTAL PROTECTION
AGENCY
40 CFR Part 63
[EPA–HQ–OAR–2014–0471; FRL–5562–08–
OAR]
RIN 2060–AS26
Clean Air Act Section 112 List of
Hazardous Air Pollutant: Amendments
to the List of Hazardous Air Pollutants
(HAP)
Environmental Protection
Agency (EPA).
ACTION: Final rule.
AGENCY:
The U.S. Environmental
Protection Agency (EPA) is amending
the list of hazardous air pollutants
(HAP) under Clean Air Act (CAA) to
add 1-bromopropane (1-BP) in response
to public petitions previously granted
by the EPA. This action amends the list
of hazardous air pollutants initially
listed under the CAA.
DATES: This final rule is effective on
February 4, 2022.
ADDRESSES: The EPA has established a
docket for this action under Docket ID
No. EPA–HQ–OAR–2014–0471. All
documents in the docket are listed in
https://www.regulations.gov/. Although
listed, some information is not publicly
available, e.g., Confidential Business
Information or other information whose
disclosure is restricted by statute.
Certain other material, such as
copyrighted material, is not placed on
the internet and will be publicly
available only in hard copy form. With
the exception of such material, publicly
available docket materials are available
electronically in https://
www.regulations.gov/. Out of an
SUMMARY:
E:\FR\FM\05JAR1.SGM
05JAR1
]]>Agencies
[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]
=======================================================================
-----------------------------------------------------------------------
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.
-----------------------------------------------------------------------
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
[[Page 392]]
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\
---------------------------------------------------------------------------
\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 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\
---------------------------------------------------------------------------
\2\ Release 21.4 will be deployed on or about December 20, 2021.
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\3\ See Rule 15Fk-1(c) under the Exchange Act [17 CFR 240.15Fk-
1(c)].
---------------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
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).
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\6\ See Filing Fee Disclosure and Payment Methods Modernization,
Release 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
---------------------------------------------------------------------------
Also, the following updates will be made to Volume II of the Filer
Manual:
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.
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.
---------------------------------------------------------------------------
\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)].
---------------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\11\ 5 U.S.C. 553(b)(A).
\12\ 5 U.S.C. 601 through 612.
\13\ 5 U.S.C. 804(3)(C).
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\14\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
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 [email protected], 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
