[Federal Register Volume 81, Number 1 (Monday, January 4, 2016)]
[Rules and Regulations]
[Pages 3-5]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-32985]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9987; 34-76619; 39-2508; IC-31932]


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 to add the 
submission form types X-17A-5 and X-17A-5/A for broker-dealer annual 
reports in electronic format; add the new submission form types C, C-W, 
C-U, C-U-W, C/A, C/A-W, C-AR, C-AR-W, C-AR/A, C-AR/A-W, C-TR and C-TR-W 
pursuant to Regulation Crowdfunding; add the new submission form types 
N-MFP1 and N-MFP1/A for money market mutual funds; disseminate raw and 
rendered eXtensible Business Reporting Language (XBRL) submissions; and 
update Item 1 of the Regulation A submission form types 1-A, 1-A/A, 1-A 
POS, DOA, and DOS/A to accept negative values in the ``Total Assets,'' 
``Total Stockholders' Equity,'' and ``Total Liabilities and Equity'' 
fields. The EDGAR system is scheduled to be upgraded to support this 
functionality on December 14, 2015. On January 25, 2016, EDGAR will be 
updated to add new ``Funding Portal'' applicant type for filers to 
select when completing the process to apply for EDGAR access (New) on 
the EDGAR Filer Management Web site; and add the new submission form 
types CFPORTAL, CFPORTAL/A and CFPORTAL-W pursuant to Regulation 
Crowdfunding.

DATES: Effective January 4, 2016. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of January 4, 2016.

FOR FURTHER INFORMATION CONTACT: In the Division of Trading and 
Markets, for questions concerning Form X-17A-5 and Form Funding Portal, 
contact Kathy Bateman at (202) 551-4345; in the Division of Corporation 
Finance, for questions concerning Form C and related forms, contact 
Heather Mackintosh at (202) 551-8111; in the Division of Investment 
Management, for questions concerning Form N-MFP1, contact Heather 
Fernandez at 202-551-6708; and in the Division of Economic and Risk 
Analysis, for questions concerning eXtensible Business Reporting 
Language (XBRL) disseminations, contact Walter Hamscher at (202) 551-
5397.

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 September 15, 2015. See Release No. 34-75918 
(October 2, 2015) [80 FR 59578].
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    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
24 (December 2015), and Volume II entitled EDGAR Filer Manual, Volume 
II: ``EDGAR Filing,'' Version 35 (December 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

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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. 34-75918 in which we implemented EDGAR 
Release 15.3. For additional history of Filer Manual rules, please 
see the cites therein.
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    The EDGAR system will be upgraded to Release 15.4 on December 14, 
2015 and will introduce the following changes:
    Broker-dealers will now be able to submit Form X-17A-5 Part III in 
electronic format using the following submission form types:

 X-17A-5--Annual Reports
 X-17A-5/A--Amendment to Annual Reports

    These submission form types can be accessed by clicking the ``File 
X-17A-5 Part III'' link on the EDGAR Filing Web site. Additionally, 
filers may construct XML submissions for X-17A-5 and X-17A-5/A by 
following the ``EDGAR Form X-17A-5 XML Technical Specification'' 
document located on the SEC's Public Web site (http://www.sec.gov/info/edgar.shtml). Form X-17A-5 Part III will continue to be accepted in 
paper format.
    Submission form types X-17A-5 and X-17A-5/A will include the 
``Request Confidentiality'' check box to allow applicants to request 
confidential treatment for each attached document that is not required 
to be made public. EDGAR will not disseminate any attached documents 
that are designated as confidential.
    Pursuant to Regulation Crowdfunding, EDGAR will be updated to 
include the following new submission form types:

 C: Offering Statement
 C-W: Offering Statement Withdrawal
 C-U: Progress Update
 C-U-W: Progress Update Withdrawal
 C/A: Amendment to Offering Statement
 C/A-W: Amendment to Offering Statement Withdrawal
 C-AR: Annual Report
 C-AR-W: Annual Report Withdrawal
 C-AR/A: Amendment to Annual Report
 C-AR/A-W: Amendment to Annual Report Withdrawal
 C-TR: Termination of Reporting
 C-TR-W: Termination of Reporting Withdrawal

    Issuers can access these submission form types from the 
``Regulation Crowdfunding'' link on the EDGAR Filing Web site. 
Additionally, issuers may construct XML submissions for these 
submission form types by following the ``EDGAR Form C XML Technical 
Specification'' document located on the SEC's Public Web site (http://www.sec.gov/info/edgar.shtml). See Release No. 33-9974 for the 
effective date.
    In connection with amendments to the rules governing money market 
mutual funds (or ``money market funds'') under the Investment Company 
Act of 1940 the following changes will be made:
     EDGAR will be updated to include two new submission 
types--N-MFP1 and N-MFP1/A--to incorporate the amendments to Form N-MFP 
adopted by the Commission on July 23, 2014.\4\
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    \4\ See Money Market Fund Reform; Amendments to Form PF, Release 
33-9616 (July 23, 2014).
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    These two new submission types will be accepted from the EDGAR 
Filing Web site via filer-constructed XML submissions, as described in 
the Form N-MFP1 XML Technical Specification available on the SEC's 
Public Web site (http://www.sec.gov/info/edgar.shtml). EDGAR will only 
accept TEST submissions for submission form types N-MFP1 and N-MFP1/A 
until April 14, 2016. Beginning on April 14, 2016, submission form 
types N-MFP1 and N-MFP1/A will be accepted as LIVE submissions. After 
that date, filers will be prevented from submitting existing submission 
form type N-MFP. In addition, EDGAR will be updated to automatically 
disseminate money market fund information upon acceptance of the N-MFP1 
and N-MFP1/A submissions.\5\
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    \5\ See Release 33-9616 for additional information.
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    EDGAR will be updated to disseminate raw and rendered XBRL 
documents. The rendered eXtensible Business Reporting Language (XBRL) 
documents will be displayed as human-readable documents.
    Finally, EDGAR will be updated to accept negative values in the 
``Total Assets,'' ``Total Stockholders' Equity,'' and ``Total 
Liabilities and Equity'' fields in Item 1 of the submission form types 
1-A, 1-A/A, 1-A POS, DOS and DOS/A.
    On January 25, 2016, EDGAR Release 16.0.1 will introduce the 
following changes:
     Filers will now be able to select the new ``Funding 
Portal'' Applicant Type when completing the process to apply for EDGAR 
access (New) on the EDGAR Filer Management Web site.
     Pursuant to Regulation Crowdfunding, Funding Portals will 
be able to register with the Commission, amend their registration and 
withdraw their registration, using the following new submission form 
types:
    [cir] CFPORTAL--Form Funding Portal: Initial application of funding 
portal.
    [cir] CFPORTAL/A--Form Funding Portal/A: Amendment to registration, 
including a successor registration.
    [cir] CFPORTAL-W--Form Funding Portal-W: Withdrawal of the funding 
portal's registration.
    These submission form types can be accessed by clicking the 
``Regulation Crowdfunding'' link on the EDGAR Filing Web site. 
Additionally, filers may construct XML submissions for CFPORTAL, 
CFPORTAL/A, and CFPORTAL-W by following the ``EDGAR Form CFPORTAL XML 
Technical Specification'' document located on the SEC's Public Web site 
(http://www.sec.gov/info/edgar.shtml).\6\
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    \6\ See Crowdfunding, Release 33-9974 (80 FR 71387, November 16, 
2015) for the effective dates for Regulation Crowdfunding.
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    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).\7\ It follows that the requirements of the Regulatory 
Flexibility Act \8\ do not apply.
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    \7\ 5 U.S.C. 553(b).
    \8\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is January 4, 2016. In accordance with the APA,\9\ 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 15.4 is scheduled to become available on December 14, 2015, and 
the system upgrade to Release 16.0.1 is

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scheduled to become available on January 25, 2016. 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 these system upgrades.
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    \9\ 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,\10\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\11\ 
Section 319 of the Trust Indenture Act of 1939,\12\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\13\
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    \10\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \11\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \12\ 15 U.S.C. 77sss.
    \13\ 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. 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.
* * * * *

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 24 (December 2015). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 35 (December 2015). Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer 
Manual, Volume III: ``N-SAR Supplement,'' Version 5 (September 2015). 
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 
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.

    Dated: December 11, 2015.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2015-32985 Filed 12-31-15; 8:45 am]
 BILLING CODE 8011-01-P