[Federal Register Volume 87, Number 137 (Tuesday, July 19, 2022)]
[Rules and Regulations]
[Pages 42960-42962]
[FR Doc No: 2022-15321]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11082; 34-95274; 39-2545; IC-34649]

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 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
June 21, 2022.

DATES:
    Effective date: July 19, 2022.
    Incorporation by reference: The incorporation by reference of the
Filer Manual is approved by the Director of the Federal Register as of
July 19, 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 Daniel Chang,
Senior Special Counsel, in the EDGAR Business Office at<PHONE_NUMBER>.
For questions concerning the payment of filing fees, please contact
Luba Dinits in the Office of Financial Management at<PHONE_NUMBER>.
For legal compliance questions on structured data requirements for
Forms N-1A, N-2, and N-3, please contact the Chief Counsel's Office in
the Division of Investment Management at<PHONE_NUMBER>. For technical
questions on structuring Forms N-1A, N-2, and N-3, please contact the
Office of Structured Disclosure in the Division of Economic and Risk
Analysis at<PHONE_NUMBER>. For questions regarding Form X-17A-5 Part
III with regards to foreign non-broker-dealer security-based swap
dealers and major security-based swap participants relying on a
Commission substituted compliance order, please contact Randall Roy,
Deputy Associate Director, at<PHONE_NUMBER>, or Valentina Deng,
Special Counsel, at<PHONE_NUMBER> in the Division of Trading and
Markets. For questions concerning taxonomies or schemas, please contact
the Office of Structured Disclosure in the Division of Economic and
Risk Analysis at<PHONE_NUMBER>. For questions regarding new submission
form type SPDSCL, please contact Chris Windsor, Senior Special Counsel,
in the Division of Corporation Finance at<PHONE_NUMBER>. For questions
regarding obsolete exhibits to be removed from certain form types,
please contact Heather Mackintosh, EDGAR Liaison in the Division of
Corporation Finance at<PHONE_NUMBER>. For questions about EDGAR
updates to prevent a firm from amending another firm's MA-I, please
contact Mark Stewart, Attorney Adviser, in the Office of Municipal
Securities, at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual,
Volume II: ``EDGAR Filing,'' Version 62 (June 2022) and amendments to
17 CFR 232.301 (``Rule 301''). The updated Filer Manual volume is
incorporated by reference into the Code of Federal Regulations.

I. Background

    The Filer Manual contains information 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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II. Edgar System Changes and Associated Modifications to Volume II of
the Filer Manual

    EDGAR was updated in Releases 22.1.1, 22.1.2, and 22.2, 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\ Release 22.1 was deployed on April 18, 2022, Release 22.1.2
was deployed on May 31, 2022, and Release 22.2 was deployed on June
21, 2022.
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    On December 2, 2021, the Commission adopted final amendments that
revised Forms 20-F, 40-F, 10-K, and N-CSR to implement the disclosure
and submission requirements of the ``Holding Foreign Companies
Accountable Act'' (``HFCAA'').\3\ The final amendments mandated that a
registrant identified by the Commission as having filed an annual
report audited by a firm that the Public Company Accounting Oversight
Board is unable to inspect or investigate completely must provide
documentation in a publicly available EDGAR submission demonstrating
that it is not owned or controlled by a governmental entity in a
foreign jurisdiction.
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    \3\ Holding Foreign Companies Accountable Act Disclosure,
Release 34-93701 (Dec. 2, 2021) [86 FR 70027 (Dec. 9, 2021)]
(``HFCAA Adopting Release'').

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    In order to assist filers in meeting their obligations,\4\ EDGAR
Release 22.2 introduced new submission form type ``SPDSCL,'' a generic
EDGAR submission that can have various additional ``categories'' that
can be designated to meet Commission needs for future supplemental
submissions. The first ``category'' is ``HFCAA-GOV'' to allow
Commission-Identified Issuers to submit their required government
control documentation to comply with the HFCAA.\5\ Future applications
could include other HFCAA submissions, or other notices to the
Commission required by subsequent rulemakings. The new submission type
and category will assist both the public and staff to easily identify
the required documentation submitted by Commission-Identified Issuers.
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    \4\ Release No. 34-93701 required that the documentation be
included in a ``publicly available'' EDGAR filing, made prior to or
accompanying a Commission-Identified Issuer's annual report for the
year following their identification. While an issuer could choose to
submit the information with a 6-K, 8-K or with the annual report,
the new submission type will facilitate submission and clarify that
non-public submissions, like correspondence, are not responsive.
    \5\ See HFCAA Adopting Release, supra note 3, at Section II.E
(discussing determination of Commission-Identified Issuers).
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    The Filer Manual is also being updated to more fully reflect new
filing fee payment methods and elimination of check payments, pursuant
to the ``Filing Fee Disclosure and Payment Methods Modernization''
rulemaking.\6\ On May 31, 2022, EDGAR Release 22.1.2 introduced changes
to EDGAR to allow filers to pay filing fees via credit card, debit
card, and Automated Clearing House debit payment methods. The changes
were communicated to the public on March 21, 2022, in EDGAR Release
22.1, and in the public announcement, ``New Filing Fee Payment Methods
in EDGAR and Elimination of Check Payments.''
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    \6\ Filing Fee Disclosure and Payment Methods Modernization,
Release 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
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    The Commission has issued substituted compliance orders \7\
permitting certain foreign firms to file their annual audit pursuant to
their home country's laws rather than pursuant to the Commission's
rules, as long as they also send a copy of such annual financial
statements to the Commission in the manner specified on the
Commission's website. In accordance with these orders, the ``Oath or
Affirmation'' and ``Notary Public'' sections of the Form X-17A-5 Part
III will not be viewable by foreign non-broker-dealer security-based
swap dealers and major security-based swap participants relying on a
Commission substituted compliance order. The Filer Manual is being
updated accordingly.
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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
34-93284 (Oct. 8, 2021), [86 FR 57455 (Oct. 15, 2021)].
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    EDGAR Release 22.2 also made general functional enhancements to
EDGAR, for which revisions are being made to the Filer Manual.
    EDGAR was updated to accept the 2022 version of the IFRS taxonomy
and the 2022Q2 version of the Variable Insurance Product taxonomy. For
XBRL taxonomies that have versions from three years outstanding, the
versions from the earliest year will be removed. Please see https://www.sec.gov/info/edgar/edgartaxonomies.shtml for a complete list of
supported standard taxonomies. The Filer Manual is being updated
accordingly.
    EDGAR was also updated to remove the following exhibits that were
removed by the Disclosure Update and Simplification rule.\8\ The
following exhibits were removed from the following form types and their
amendments:
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    \8\ Disclosure Update and Simplification, Release 33-10532 (Aug.
17, 2018) [83 FR 50148 (Oct. 4, 2018)].
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     Exhibit 11: Statement re computation of per share earnings
[Forms S-1, S-4, S-11, F-1, F-4, 10-K, 10-Q, 10]
     Exhibit 12: Statements re computation of ratios [Forms S-
1, S-3, S-4, S-11, F-1, F-4, 10, 10-K]
     Exhibit 19: Report furnished to security holders [Form 10-
K]
     Exhibit 26: Invitations for competitive bids [Forms S-3,
SF-1, SF-3, S-4, F-1, F-3, F-4]
    Filers who have a file number beginning with 001- may now use
submission form types 15-12G and 15-12G/A to give notice of termination
of registration of a class of securities under Section 12(g) of the
Securities Exchange Act of 1934. Submission form types 15-12B and 15-
12B/A are revoked.
    Technical corrections were made to sections 6.5.21, 6.5.40, 6.5.55,
6.5.56, and 6.16.11 of Volume II of the Filer Manual to clarify data
validations for submissions by investment companies registered on Forms
N-1A, N-2, or N-3.
    Volume II of the Filer Manual is also being amended to address
minor software changes made in EDGAR on April 18, 2022, pursuant to
EDGAR Release 22.1.1. Specifically, EDGAR was updated to prevent a firm
from amending another firm's MA-I, and the N-CEN XML schema
eis_Common.xsd file was updated to correct the attachment list.

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.

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 July 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.
* * * * *

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 40 (March 2022). The requirements for filing on EDGAR are set
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,''
Version 62 (June 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 https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual. 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: July 13, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-15321 Filed 7-18-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 2 (Tuesday, January 5, 2016)]
[Notices]
[Pages 290-291]
[FR Doc No: 2015-33159]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Membership in the National Parks Overflights Advisory Group
Aviation Rulemaking Committee

AGENCY: Federal Aviation Administration, Transportation.

ACTION: Notice.

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SUMMARY: The Federal Aviation Administration (FAA) and the National
Park Service (NPS) are inviting interested persons to apply to fill two
upcoming openings on the National Parks Overflights Advisory Group
(NPOAG) Aviation Rulemaking Committee (ARC). The upcoming openings will
represent commercial air tour operator and environmental interests,
respectively. The selected members will serve 3-year terms.

DATES: Persons interested in applying for these NPOAG openings
representing air tour operator and environmental interests need to
apply by February 12, 2016.

FOR FURTHER INFORMATION CONTACT: Keith Lusk, Special Programs Staff,
Federal Aviation Administration, Western-Pacific Region Headquarters,
P.O. Box 92007, Los Angeles, CA 90009-2007, telephone:<PHONE_NUMBER>,
email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Background

    The National Parks Air Tour Management Act of 2000 (the Act) was
enacted on April 5, 2000, as Public Law 106-181. The Act required the
establishment of the advisory group within 1 year after its enactment.
The NPOAG was established in March 2001. The advisory group is
comprised of a balanced group of representatives of general aviation,
commercial air tour operations, environmental concerns, and Native
American tribes. The Administrator of the FAA and the Director of NPS
(or their designees) serve as ex officio members of the group.
Representatives of the Administrator and Director serve alternating 1-
year terms as chairman of the advisory group.
    In accordance with the Act, the advisory group provides ``advice,
information, and recommendations to the Administrator and the Director-
    (1) On the implementation of this title [the Act] and the
amendments made by this title;
    (2) On commonly accepted quiet aircraft technology for use in
commercial air tour operations over a national park or tribal lands,
which will receive preferential treatment in a given air tour
management plan;
    (3) On other measures that might be taken to accommodate the
interests of visitors to national parks; and
    (4) At the request of the Administrator and the Director, safety,
environmental, and other issues related to commercial air tour
operations over a national park or tribal lands.''

Membership

    The NPOAG ARC is made up of one member representing general
aviation, three members representing the commercial air tour industry,
four members representing environmental concerns, and two members
representing Native American interests. Current members of the NPOAG
ARC are as follows:
    The current NPOAG consists of Melissa Rudinger representing general
aviation; Alan Stephen, Mark Francis, and Matthew Zuccaro representing
commercial air tour operators; Michael Sutton, Nicholas Miller, Mark
Belles, and Dick Hingson representing environmental interests; and
Leigh Kuwanwisiwma and Martin Begaye representing Native American
interests. The 3-year membership terms of Mr. Francis and Mr. Sutton
expire on May 19, 2016.

Selection

    In order to retain balance within the NPOAG ARC, the FAA and NPS
are

seeking candidates interested in filling Mr. Francis' and Mr. Sutton's
soon to be expiring seats. The open seats to be filled will represent
air tour operator and environmental interests, respectively. The FAA
and NPS invite persons interested in serving on the ARC to contact Mr.
Keith Lusk (contact information is written above in FOR FURTHER
INFORMATION CONTACT). Requests to serve on the ARC must be made to Mr.
Lusk in writing and postmarked or emailed on or before February 12,
2016. The request should indicate whether or not you are a member of an
association or group related to air tour operations or environmental
concerns or have another affiliation with issues relating to aircraft
flights over national parks. The request should also state what
expertise you would bring to the NPOAG ARC as related to issues and
concerns with aircraft flights over national parks. The term of service
for NPOAG ARC members is 3 years. Current members may re-apply for
another term.
    On June 18, 2010, President Obama signed a Presidential Memorandum
directing agencies in the Executive Branch not to appoint or re-appoint
federally registered lobbyists to advisory committees and other boards
and commissions. Therefore, before appointing an applicant to serve on
the NPOAG, the FAA and NPS will require the prospective candidate to
certify that they are not a federally registered lobbyist.

    Issued in Hawthorne, CA, on December 28, 2015.
Keith Lusk,
Program Manager, Special Programs Staff, Western-Pacific Region.
[FR Doc. 2015-33159 Filed 1-4-16; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 85, Number 143 (Friday, July 24, 2020)]
[Rules and Regulations]
[Pages 44692-44693]
[FR Doc No: 2020-15229]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 121

[Docket No.: FAA-2014-0504; Amdt. No.: 121-384A]
RIN 2120-AJ87

Pilot Professional Development; Technical Amendment; Correction.

AGENCY: Federal Aviation Administration (FAA), Department of
Transportation (DOT).

ACTION: Final rule; correction of a technical amendment.

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SUMMARY: The FAA is correcting a final rule technical amendment
published on June 30, 2020 (85 FR 39069). In that final rule, which
became effective on the date of publication, the FAA corrected errors
in regulatory cross references associated with the Pilot Professional
Development final rule. The FAA inadvertently listed an incorrect
amendment number for the final rule technical amendment. This document
corrects that error.

DATES: July 24, 2020.

FOR FURTHER INFORMATION CONTACT: Sheri Pippin, Air Transportation
Division (AFS-200), Flight Standards Service, Federal Aviation
Administration, 800 Independence Avenue SW, Washington, DC 20591;
telephone:<PHONE_NUMBER>; email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Good Cause for Adoption Without Prior Notice

    Section 553(b)(3)(B) of the Administrative Procedure Act (APA) (5
U.S.C. 551 et seq.) authorizes agencies to dispense with notice and
comment procedures for rules when the agency for ``good cause'' finds
that those procedures are ``impracticable, unnecessary, or contrary to
the public interest.'' Section 553(d)(3) of the APA requires that
agencies publish a rule not less than 30 days before its effective
date, except as otherwise provided by the agency for good cause found
and published with the rule.
    Because this action merely makes a correction to the amendment
number of a published final rule technical amendment, the FAA finds
that notice and public comment under 5 U.S.C. 553(b) is unnecessary.
For the same reason, the FAA finds that good cause exists under 5
U.S.C. 553(d) for making this rule effective in less than 30 days.

Background

    On February 25, 2020, the FAA published the Pilot Professional
Development final rule (85 FR 10896). After that rule was published,
the FAA discovered two minor errors in Sec. Sec.  121.409 and 121.424
of Title 14 of the Code of Federal Regulations that required
correction. Those errors were corrected in a technical amendment
published June 30, 2020 (85 FR 39069). In the technical amendment, the
FAA listed the amendment number as 121-282B.

Correction

    In the final rule, FR Doc. 2020-12170, published on June 30, 2020,
at 85 FR 39069, make the following correction:
    1. On page 39069 in the heading of the final rule, revise ``Amdt.
No. 121-282B'' to read ``121-384''.
    Issued under authority provided by 49 U.S.C. 106(f), 106(g),
44701(a), and Sec. 206 of Public Law 111-216, 124 Stat. 2348 (49 U.S.C.
44701 note) in Washington, DC, on July 9, 2020.

Brandon Roberts,
Executive Director, Office of Rulemaking.
[FR Doc. 2020-15229 Filed 7-23-20; 8:45 am]
BILLING CODE 4910-13-P