On June 21, 2021, EDGAR Release 21.2 was released by the Securities and Exchange Commission. This release included changes to Forms S-1, S-3, F-1 and F-3 to allow issuers of Exchange Traded Vehicle Securities to register an indeterminate number of securities and pay thefee for those securities on an annual basis. Changes were also made to Item C.7 and Part F on Form N-CEN and to add the IFRS 2021 Taxonomy.
Monday, June 21. 2021
More details on the changes are available below:
Amendments for Issuers of Exchange Traded Vehicles
As part of Release 33-10771, the Commission adopted amendments to Forms S-1, S-3, F-1, and F-3 that enable issuers of Exchange Traded Vehicle Securities to register an indeterminate number of securities and pay the fee for those securities on an annual basis.
As a result, submission form types S-1, S-1/A, S-3, S-3/A, F-1,F-1/A, F-3, and F-3/A were updated to include Exchange Traded Vehicle Securities as a new Security Type. If Exchange Traded Vehicle Securities is chosen as the Security Type in these forms, the Type of Payment field will be enabled. The options available for the Type of Payment field are Indeterminate and Pay In Advance.
For more information see the EDGARLink Online XML Technical Specification document available on https://www.sec.gov/edgar/filer-information/current-edgar-technical-specifications. See Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.”
Form N-CEN and Form N-CEN/A
- The following two new sub-items were added to Item C.7:
- l. Rule 12d1-4 (17 CFR 270.12d1-4)
- m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))
The static text for Item C.7 was updated as follows: “Reliance on certain statutory exemption and rules. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)”.
The following two questions were added for Part F: Additional Questions for Unit Investment Trusts:
- Item F.18. Reliance on rule 12d1-4. Did the Registrant rely on rule 12d1-4 under the Act (17 CFR 270.12d1-2) during the reporting period?
- Item F.19. Reliance on section 12(d)(1)(G). Did the Registrant rely on the statutory exception in section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G)) during the reporting period?
If the “Report for period ending” is on or after 12/31/2021, then a response to Item F.18 and Item F.19 is required for N-4, N-6, and S-6 filers.
The following validation changes were made:
- Item C.6.g will now accept negative values.
- Items C.3.b.iii.1, C.3.b.iii.2, C.6.f, C.6.g, E.4.a.ii.1, E.4.a.ii.2, E.4.a.iii.1, and E.4.a.iii.2 will be updated to make decimal values optional instead of required.
- EDGAR was updated to support the IFRS 2021 Taxonomy. Additionally the following taxonomies were disallowed: SRT-2019, US-GAAP-2019, COUNTRY-2017, CURRENCY-2019, DEI-2012, DEI-2019, EXCH-2019, RR-2012, SIC-2011,and NAICS-2011.
- Section 220.127.116.11 of the EDGAR Filer Manual, Volume II: “EDGAR Filing” was updated to specify the supported Transformation Rules Registries
- Section 6.7.32 of the EDGAR Filer Manual, Volume II: “EDGAR Filing” was updated so that only an element declaration having standard type textBlockItemType must have the value ‘duration’ for xbrli:periodType.
- Sections 6.6.36 and 6.6.37 of the EDGAR Filer Manual, Volume II: “EDGAR Filing” were removed because they are obsolete: neither element type has been used in any standard taxonomy since 2014. Filers creating custom elements of this type always have three distinct types to choose from:dates, durations, and strings.
- The EDGAR Frequently Asked Questions (FAQ) screens of the EDGAR Filing Website and the EDGAR Filer Management Website were updated to remove the “EDGAR Quick Reference Guides” hyperlink. See Appendix B (Frequently Asked Questions) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.” Additionally, the Introduction for “Appendix B. Frequently Asked Questions” was revised.
- Minor documentation only corrections were made to EDGAR Filer Manual, Volume II: “EDGAR Filing” as follows:
- Inclusion of the following Note in Section 8.2.20 of Chapter 8 (Preparing and Transmitting Online Submissions):“The staff of Trading and Markets recently issued a temporary conditional no-action position for broker-dealers unable to obtain notarization services due to difficulties arising from COVID-19. A broker-dealer relying on the no-action guidance relating to the requirement to notarize the oath or affirmation should not check this box.”
- Replacement of Figure 8-188: “Signature Screen for submission form type X17A-5.”
- Correction of the title of the EDGAR TA XML Technical Specification document in Chapter 3 (Index to Forms).
- The Filer Manual was revised to address software changes made previously in EDGAR. On May 10, 2021, EDGAR Release 21.1.3 introduced the following changes:
- In accordance with Release 33-10884, submission form types C, C/A, and C-U 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 33-10231, the Commission rescinded Form N-Q and Form N-SAR. Accordingly, effective May 10, 2021, EDGAR no longer accepts the following form types: N-Q, N-Q/A, NSAR-A, NSAR-A/A, NSAR-AT, NSAR-AT/A, NSAR-B, NSARB/A, NSAR-BT, NSAR-BT/A,NSAR-U, NSAR-U/A, NT-NSAR, and NT-NSAR/A. For more information see the “EDGARLink Online XML Technical Specification” document available on https://www.sec.gov/edgar/filer-information/current-edgar-technical-specifications. 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.”
Version 5.9a of the GoFiler family addresses these changes to EDGAR. If you need to update your version of GoFiler, use the Check for Updates function within your software. For a full list of improvements that were made for Version 5.9a, please refer to the software release notes.
The SEC has also announced EDGAR 21.2.1, which will be released June 25, 2021. This release introduces a
new application for applicants for EDGAR access who previously used the Convert Paper Only Filer to Electronic Filer process. The new application that will be available on the EDGAR Filer Management Website. This application will be accessed by selecting the "Apply for EDGAR Access: Applicants With a CIK but Without EDGAR Access Codes" hyperlink (formerly Convert Paper Only Filer to Electronic Filer) on the home page of the EDGAR Filer Management Website.