[Federal Register Volume 80, Number 163 (Monday, August 24, 2015)]
[Rules and Regulations]
[Pages 51123-51125]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-20720]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9874; 34-75586; 39-2505; IC-31735]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the Commission) is 
adopting revisions to the Electronic Data Gathering, Analysis, and 
Retrieval System (EDGAR) Filer Manual and related rules to reflect 
updates to the EDGAR system. The updates are being made primarily to 
add new NRSRO submission form types for Nationally Recognized 
Statistical Rating Organization filers; add new applicant types for 
filers to select when completing the process to apply for EDGAR access 
(New) on the EDGAR Filer Management Web site; make a documentation only 
change to Chapter 3, ``Index to Forms,'' of the ``EDGAR Filer Manual, 
Volume II: EDGAR Filing,'' to update submission form types SF-1 and SF-
3; and make documentation only changes to ``EDGAR Filer Manual, Volume 
I: General Information'' for compliance with Section 508 of the U.S. 
Rehabilitation Act. The EDGAR system is scheduled to be upgraded to 
support this functionality on August 3, 2015. The Filer Manual is also 
being revised to address software changes made previously in EDGAR. On 
June 18, 2015, the Regulation A submission form types DOS, DOS/A, 1-A, 
1-A/A, 1-A POS, 1-K, 1-K/A, 1-Z, and 1-Z/A in the EDGAR system were 
modified to display OMB information. On June 29, 2015, the Regulation A 
submission form types DOS, DOS/A, 1-A, 1-A/A and 1-A POS in the EDGAR 
system were updated to allow filers to optionally enter values in the 
``Name of Class (if any),'' ``CUSIP (if any)'' and ``Name of Trading 
Center or Quotation Medium (if any)'' field if a value of zero was 
provided in the ``Units Outstanding'' field for the Common Equity, 
Preferred Equity, and Debt Securities; and Item 6(e) was updated to 
Item 6(d) on ``Item 6: Unregistered Securities Issued or Sold Within 
One Year'' for Regulation A submission form types DOS, DOS/A, 1-A, 1-A/
A, and 1-A POS. Additionally, Item 6(d) was updated to optionally allow 
a response if ``None'' is selected on ``Item 6: Unregistered Securities 
Issues or Sold Within One Year.''

DATES: Effective August 24, 2015. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of August 24, 2015

FOR FURTHER INFORMATION CONTACT: In the Division of Trading and 
Markets, for questions concerning Form NRSRO, contact Kathy Bateman at 
(202) 551-4345, in the Division of Corporation Finance, for questions 
concerning Regulation A submission form types, contact Heather 
Mackintosh at (202) 551-8111, and in the Office of Information 
Technology, contact Tammy Borkowski at (202) 551-7208.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volume I and Volume II. The Filer Manual describes the 
technical formatting requirements for the preparation and submission of 
electronic filings through the EDGAR system.\1\ It also describes the 
requirements for filing using EDGARLink Online and the Online Forms/XML 
Web site.
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on June 15, 2015. See Release No. 33-9849 (June 29, 
2015) [80 FR 36913].
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    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
22 (August 2015), and Volume II entitled EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 33 (August 2015). The updated manual will be 
incorporated by reference into the Code of Federal Regulations.
    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. 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.\2\ Filers may consult the Filer Manual in conjunction with our 
rules governing mandated electronic filing when preparing documents for 
electronic submission.\3\
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    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ See Release No. 33-9849 in which we implemented EDGAR 
Release 15.2. For additional history of Filer Manual rules, please 
see the cites therein.
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    The EDGAR system will be upgraded to Release 15.2.2 on August 3, 
2015 and will introduce the following changes:
    Form NRSRO filers must now use the following new submission form 
types available on EDGARLink Online to electronically submit their 
filings via EDGAR:


[[Page 51124]]


 NRSRO-UPD--Update of Registration
 NRSRO-CE--Annual Certification
 NRSRO-CE/A--Amendment to Annual Certification
 NRSRO-FR--Annual Financial Reports (Rule 17g-3)
 NRSRO-FR/A--Amendment to Annual Financial Reports (Rule 17g-3)
 NRSRO-WCLS--Withdrawal from Credit Rating Class
 NRSRO-WREG--Withdrawal from Registration
    These submission form types can be accessed by selecting the 
`EDGARLink Online Form Submission' link on the EDGAR Filing Web site. 
Additionally, filers may construct XML submissions for these submission 
form types by following the ``EDGARLink Online XML Technical 
Specification'' document available on the SEC's Public Web site (http://www.sec.gov/info/edgar.shtml).
    Filers will now be able to select the following new Applicant 
Types, when completing the process to apply for EDGAR access (New) on 
the EDGAR Filer Management Web site:

 Nationally Recognized Statistical Rating Organization
 Security-Based Swap Data Repository
 Security-Based Swap Dealer and Major Security-Based Swap 
Participant
 Security-Based Swap Execution Facility

    A documentation only change was made to Chapter 3, ``Index to 
Forms,'' of the ``EDGAR Filer Manual, Volume II: EDGAR Filing,'' to 
update submission form types SF-1 and SF-3 in Table 3-1, ``Securities 
Act Submission Types Accepted by EDGAR.''
    Documentation only changes were made to ``EDGAR Filer Manual, 
Volume I: General Information'' for compliance with Section 508 of the 
U.S. Rehabilitation Act.
    The Filer Manual is also being revised to address software changes 
made previously in EDGAR. On June 18, 2015, EDGAR Release 15.2.0.1 
introduced the following changes:
    Regulation A submission form types DOS, DOS/A, 1-A, 1-A/A, 1-A POS, 
1-K, 1-K/A 1-Z, and 1-Z/A were modified to display updated OMB 
Information. The Regulation A screens in Chapter 9 of ``EDGAR Filer 
Manual Volume II: EDGAR Filing'' were updated with OMB Information.
    On June 29, 2015, EDGAR Release 15.2.e.3 introduced the following 
changes:
    Regulation A submission form types DOS, DOS/A, 1-A, 1-A/A, and 1-A 
POS were updated to allow filers to optionally enter values in the 
following fields if a value of zero was provided in the ``Units 
Outstanding'' field for the three types of securities: Common Equity, 
Preferred Equity, and Debt Securities:

 Name of Class (if any)
 CUSIP (if any)
 Name of Trading Center or Quotation Medium (if any)

    Item 6(e) was updated to Item 6(d) on ``Item 6: Unregistered 
Securities Issued or Sold Within One Year'' for Regulation A submission 
form types DOS, DOS/A, 1-A, 1-A/A, and 1-A POS. Additionally, Item 6(d) 
was updated to optionally allow a response if ``None'' is selected on 
``Item 6: Unregistered Securities Issued or Sold Within One Year.''
    Along with the adoption of the 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 today's 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 will be available for Web site 
viewing and printing; the address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may also obtain paper copies of the 
EDGAR Filer Manual from the following address: Public Reference Room, 
U.S. Securities and Exchange Commission, 100 F Street NE., Washington, 
DC 20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m.
    Since the Filer Manual and the corresponding rule changes relate 
solely to agency procedures or practice, publication for notice and 
comment is not required under the Administrative Procedure Act 
(APA).\4\ It follows that the requirements of the Regulatory 
Flexibility Act \5\ do not apply.
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    \4\ 5 U.S.C. 553(b).
    \5\ 5 U.S.C. 601--612.
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    The effective date for the updated Filer Manual and the rule 
amendments is August 24, 2015. In accordance with the APA,\6\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The EDGAR system upgrade to 
Release 15.2.2 is scheduled to become available on August 3, 2015. 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 system upgrade.
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    \6\ 5 U.S.C. 553(d)(3).
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Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act of 1933,\7\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\8\ 
Section 319 of the Trust Indenture Act of 1939,\9\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\10\
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    \7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \9\ 15 U.S.C. 77sss.
    \10\ 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 Amendment

    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 authority citation for Part 232 continues to read in part 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, and 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 out 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 22 (August 2015). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 33 (August 2015). Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer 
Manual, Volume III: ``N-SAR Supplement,'' Version 4 (October 2014). 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

[[Page 51125]]

order for documents to be timely received and accepted. The EDGAR Filer 
Manual is available for Web site viewing and printing; the address for 
the Filer Manual is http://www.sec.gov/info/edgar.shtml. You can obtain 
paper copies of the EDGAR Filer Manual from the following address: 
Public Reference Room, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549, on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. You can also inspect the document at 
the National Archives and Records Administration (NARA). For 
information on the availability of this material at NARA, call 202-741-
6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

    By the Commission.

    Dated: August 3, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-20720 Filed 8-21-15; 8:45 am]
 BILLING CODE 8011-01-P