Federal Register - October 7, 2021
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Source: Federal Register
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Federal Register / Vol. 86, No. 192 / Thursday, October 7, 2021 / Rules and Regulations
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.
II. Amendments to Volume I of the Filer Manual and Form ID
Volume I of the EDGAR Filer Manual provides that new filers must request EDGAR access by submitting Form ID.2
Form ID will be revised to include a privacy notice that will supplement the general Privacy Act Notice available at SEC.gov by providing more detailed information tailored to Form ID.3
Form ID will also be revised to clarify that information provided on the form may become publicly available. Form ID
requires new filers to provide mailing, business, and contact addresses;
telephone numbers for those addresses;
and their email address. It is not uncommon for individual filers or small business owners to list personal telephone numbers and home addresses on Form ID. Although Form ID
submissions are not publicly posted, some information from Form ID is made public and some information may be automatically incorporated in other filings.4
Separately, Volume I will be amended to alert filers that the staff may request that filers provide relevant documents to support requests to change a company name. Currently, Volume I
requires that filers maintain current company information in EDGAR.
Changes to a filers company name are manually reviewed by SEC staff.
Requesting that filers provide documents supporting name changes will further the integrity of EDGAR by helping assure that company names on accounts are accurate.
1 See
Rule 301 of Regulation ST.
ID, uniform application for access codes to file on EDGAR referenced in 17 CFR 239.63, 249.446, 269.7, and 274.402. Form ID requests limited identity information regarding the applicant, e.g., name, address and telephone number.
3 See the SECs Privacy Act Notice available at www.sec.gov/privacy.htm. Among other things, the privacy notice in Form ID will include the authority that authorizes the solicitation of information, the principal purpose for which the information is to be used, the routine uses which may be made of the information, and the effects of not providing the requested information.
4 In particular, the filers mailing and business addresses are generally posted on EDGAR as header information for most filings.
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III. EDGAR System Changes and Associated Modifications to Volume II
of the EDGAR Filer Manual EDGAR is being updated in Release 21.3, and corresponding amendments to Volume II of the Filer Manual will be made to reflect these changes, as described below.5
On April 8, 2020, the Commission adopted rules to modify the registration, communications, and offering processes for business development companies BDCs and other closed-end investment companies under the Securities Act of 1933.6 As part of the rulemaking, the Commission amended 17 CFR 230.424, 230.456, and 230.457
Securities Act rules 424, 456, and 457, as well as Forms S1, S3, F1, and F
3 to permit issuers of certain continuously offered, exchange-traded products that share a number of similarities to exchange-traded funds, but are not registered under the Investment Company Act, to elect to register an offering of an indeterminate amount of securities and to pay registration fees in a manner consistent with mutual funds and exchange-traded funds. Accordingly, EDGAR Release 21.3 will add new submission form type 424I to permit these filers to register an offering of Exchange-Traded Vehicle Securities, with registration fees due annually on a net basis.
As part of that same rulemaking, the Commission adopted a requirement that filings on Form 24F2 be submitted in a structured format. EDGAR Release 21.3 will introduce a Pilot phase for filing Form 24F2 in a structured format.
On November 2, 2020, the Commission adopted a new rule and amended an existing rule and forms to provide an updated, comprehensive approach to the regulation and use of derivatives and certain other transactions by mutual funds other than money market funds, exchangetraded funds, registered closed-end funds, and BDCs collectively funds.7
To implement these changes, EDGAR
Release 21.3 will add new submission form types NRN and NRN/A
formerly known as NLIQUID and N
LIQUID/A to allow funds to report certain information confidentially to the Commission. EDGAR Release 21.3 will 5 EDGAR Release 21.3 will be deployed on or about September 20, 2021. EDGAR Release 21.2 was deployed on June 21, 2021.
6 See Securities Offering Reform for Closed-End Investment Companies, Release 3310771 Apr. 8, 2020 85 FR 33290 June 1, 2020.
7 See Use of Derivatives by Registered Investment Companies and Business Development Companies, Release No. IC34084 Nov. 2, 2020 85 FR 83162
Dec. 21, 2020.
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also revise submission form types N
CEN, NCEN/A, NPORTP, NPORTP/
A, NPORTNP, and NPORTNP/A to allow funds to report certain information regarding derivatives and other transactions.
On September 19, 2019, the Commission adopted recordkeeping, reporting, and notification requirements applicable to security-based swap dealers SBSDs and major securitybased swap participants MSBSPs, securities count requirements applicable to certain SBSDs, and additional recordkeeping requirements applicable to broker-dealers to account for their security-based swap and swap activities.8 Accordingly, EDGAR Release 21.3 will update EDGAR to allow reports on Form X17A5 to be filed by two new categories of registrants SBSDs and MSBSPs.
On December 18, 2019, the Commission adopted rules requiring the application of specific risk mitigation techniques to portfolios of uncleared security-based swaps.9 To implement one of these rules, which relates to the requirement to reconcile outstanding securities-based swap transactions, EDGAR Release 21.3 will add new submission form types SBS DISPUTE
NOTICE and SBS DISPUTE NOTICE/A
to allow SBSDs and MSBSPs to provide the Commission with notices of certain valuation disputes with their counterparties.
On November 2, 2020, the Commission amended rules and forms to simplify, harmonize, and improve certain aspects of the exempt offering framework to promote capital formation while preserving or enhancing important investor protections.10 To implement these rules, EDGAR Release 21.3 will increase the Total Offering Amount in Item 13: Offering and Sales Amounts from a maximum of $5
million to $10 million if any Rule 504
17 CFR 230.504 item is selected on submission form types D and D/A.
Also, the following updates will be made to Volume II of EDGAR Filer Manual:
EDGAR will no longer accept the IFRS2019 Taxonomy. Please see https www.sec.gov/info/edgar/
8 See Recordkeeping and Reporting Requirements for Security-Based Swap Dealers, Major SecurityBased Swap Participants, and Broker-Dealers, Release No. 3487005 Sept. 19, 2019 84 FR 68550
Dec. 16, 2019.
9 See Risk Mitigation Techniques for Uncleared Security-Based Swaps, Release No. 3487782 Dec.
18, 2019 85 FR 6359 Feb. 2, 2020.
10 See Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets, Release No.
3310884 Nov. 2, 2020 86 FR 3496 Jan. 14, 2021.
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