Federal Register - July 28, 2021
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Source: Federal Register
Federal Register / Vol. 86, No. 142 / Wednesday, July 28, 2021 / Rules and Regulations 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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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 passphrasethe access code that allows a filer to reset other codeswhen 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 1 See
Rule 301.
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to Volume II of the Filer Manual are being made to reflect these changes, as described below.2
On April 8, 2020, the Commission amended Forms S1, S3, F1 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 S1, S1/A, S3, S3/A, F1, F1/A, F3 and F3/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.
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 NCEN 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.
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.
EDGAR Release 21.1.3 also introduced the following software 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.
3 See Securities Offering Reform for Closed End Investment Companies, Release 3310771 Apr. 8, 2020 85 FR 33290 June 1, 2020.
4 See Fund of Fund Arrangements, Release No.
3310871 Oct. 7, 2020 85 FR 73924 Nov. 19, 2020.
5 The EDGAR Quick Reference Guide was removed from Volume I of the EDGAR Filer Manual in Release 20.4.
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changes and the Filer Manual is being revised accordingly:
In accordance with Release 33
10884,6 submission form types C, C/A, and CU 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.
In Release 3310231,7 the Commission rescinded Forms NQ and NSAR. Accordingly, effective May 10, 2021, Release 21.1.3 modified EDGAR to no longer accept the following form types: NQ, NQ/A, NSARA, NSAR
A/A, NSARAT, NSARAT/A, NSAR
B, NSARB/A, NSARBT, NSARBT/A, NSARU, NSARU/A, NTNSAR, and NTNSAR/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.
Additional update and minor corrections made to the EDGAR Filer Manual, Volume II: EDGAR Filing include:
Updates to instructions for filing Form X17A5 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.
Correction of the title EDGAR TA
XML Technical Specification. See Chapter 3 Index to Forms.
Replacement of Figure 8188:
Signature Screen for submission form type X17A5.
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
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.
7 See Investment Company Reporting Modernization, Release 3310231 Oct. 13, 2016
81 FR 81870 Nov. 18, 2016.
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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