Release 24.4: On December 16, 2024, EDGAR Release 24.4 introduced the following changes:
| • | On October 13, 2023, the SEC adopted new Rule 13f-2 and related Form SHO to provide greater transparency through the publication of short sale related data to investors and other market participants. Under Rule 13f-2, an institutional investment manager ("Manager") that meets certain prescribed reporting thresholds will report certain short position and short activity data for certain equity securities on Form SHO. A Manager will file Form SHO using either a fillable web form available on EDGAR or its own software tool that utilizes a Form SHO-specific XML. The Commission will thereafter anonymize, aggregate, and publish certain data collected from the forms received. EDGAR will be updated in accord with this new rule. See Short Position and Short Activity Reporting by Institutional Investment Managers, Release No. 34-98738 (Oct. 13, 2023). See also Chapters 8.2.41 and 8.2.42 of EDGAR Filer Manual 24.4, Vol. II. |
| • | On July 1, 2024, the Commission adopted Registration for Index-Linked Annuities and Registered Market Value Adjustment Annuities; Amendments to Form N-4 for Index-Linked Annuities, Registered Market Value Adjustment Annuities, and Variable Annuities; Other Technical Amendments (33-11294). The Rule requires registered index-linked annuities and registered market value adjustment annuities (collectively, "non-variable annuities") to register on Form N-4 and pay their fees on Form 24F-2. The following changes will be made to allow filers to comply with the new requirements: |
| • | EDGAR will be modified to automatically accept initial N-4 submissions from Securities Act of 1933 ("1933 Act") only filers. Upon acceptance, EDGAR will assign a new 1933 Act File Number (333-) to the submission. |
| • | EDGAR will no longer require registrants with an investment company type of N-4 to have an Investment Company Act of 1940 file number (811-) in order to make N-VPFS filings. N-VPFS filings made by non-variable annuities will be accepted by EDGAR as long as the filer has a 1933 Act File Number. |
| • | Three new exhibits will be available to Form N-4 filers: |
| • | EDGAR will be updated to accept the 2024Q4 version of the Variable Insurance Products (VIP) XBRL taxonomy, which incorporates new disclosure requirements on Form N-4 for non-variable annuities. |
| • | The Form 24F-2 online application and XML schema will be modified to include updates to the Form 24F-2 introduced by the Rule. After the date of this EDGAR release, all Form 24F-2 filers will need to comply with the updated requirements. Submissions created using earlier versions of the schema will be suspended. |
| | Additionally, online form filers will be unable to restore a Form 24F-2 created and saved prior to the release date and will be prompted to create a new filing. |
| • | Descriptive text throughout the EDGAR Filer Manual will be updated to clarify that certain submission types and EDGAR functionality previously only used by investment companies will now also apply to non-variable annuities. See, for example, Chapter 3.1 of the EDGAR Filer Manual 24.4, Vol. II. |
| | See Registration for Index-Linked Annuites and Registered Market Value Adjustment Annuities; Amendments to Form N-4 for Index-Linked Annuities, Registered Market Value Adjustment Annuities, and Variable Annuities; Other Technical Amendments, Release No. 33-11294 (July 1, 2024). |
| • | In October 2023, the Commission adopted amendments that require beneficial ownership reports on Schedules 13D and 13G be filed using a structured, machine-readable data language. EDGAR has been updated to replace the HTML and ASCII filing formats for Schedules 13D and 13G (e.g. SC 13D, SC 13G; respectively) and their amendments, with an XML-based filing format (e.g. SCHEDULE 13D, SCHEDULE 13G; respectively). See Modernization of Beneficial Ownership Reporting, Release No. 33-11253 (Oct. 10, 2023). Note: Certain Schedule 13D amendments may continue to be filed in HTML, see EDGAR Filer Manual for more details. |
| • | All new inline XBRL filings filed starting January 1, 2025, will display with IXViewer Plus on SEC.gov. IXViewer Legacy will remain in use for existing filings and those submitted through December 31, 2024 (except for those with multiple inline XBRL documents or instances or a reference to ffd or sbs taxonomy, which will continue to use Plus). |
| • | The Fee Exhibit Preparation Tool (FEPT) has been updated as follows: |
| • | Submission type "N-2" will be added to the list of forms in the "Carry Forward Form Type" field when the Security Type selected is "Unallocated (Universal) Shelf". |
| • | FEPT will generate a warning message if filers attempt to claim offsets at the time of initial registration when relying solely on Rule 457(u) for submission form types F-3D and S-3D. |
| • | The Filer Manual Volume II will be updated to remove screenshots from Chapters 5 and 7 that duplicate instructions provided in the text. |
| • | The title of Chapter 3 of the Filer Manual Volume II will be clarified to include reference to submission types and as amended will read "Index to Forms and Submission Types". |
