
[Federal Register Volume 80, Number 191 (Friday, October 2, 2015)]
[Rules and Regulations]
[Pages 59578-59580]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-24904]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9911; 34-75918; 39-2506; IC-31823]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

-----------------------------------------------------------------------

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 two new 
Security-based Swap Data Repository (SDR) submission form types; make 
available new exhibit EX-36 (Depositor Certification for shelf 
offerings of asset-backed securities) on EDGARLink Online for 
submission form types SF-3, SF-3/A, 8-K, and 8-K/A; accept Exhibit K 
and Exhibit L in eXtensible Business Reporting Language (XBRL) format 
for submission form types SDR, SDR/A, SDR-A, and SDR-W; consider valid 
XBRL file attachments if they contain multiple identically tagged XBRL 
facts; make documentation updates to Chapter 2 of the ``EDGAR Filer 
Manual, Volume I: General Information'' and Chapters 2, 3, and 7 of the 
``EDGAR Filer Manual, Volume II: EDGAR Filing'' relating to Form NRSRO; 
and make formatting changes to ``EDGAR Filer Manual, Volume I: General 
Information'', ``EDGAR Filer Manual, Volume II: EDGAR Filing'', and 
``EDGAR Filer Manual, Volume III: N-SAR Supplement'' 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 July 10, 2015, Regulation A submission form types DOS, DOS/A, 
1-A, 1-A/A, and 1-A POS were updated to prevent a filer from entering a 
response in Item 6(d) when the ``None'' option has been selected on 
Item 6. The EDGAR system is scheduled to be upgraded to support this 
functionality on September 14, 2015.

DATES: Effective October 2, 2015. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of October 2, 2015.

FOR FURTHER INFORMATION CONTACT: In the Division of Trading and 
Markets, for

[[Page 59579]]

questions concerning SDR and NRSRO form types, contact Kathy Bateman at 
(202) 551-4345; in the Division of Corporation Finance, for questions 
concerning SF-3, 8-K, and Regulation A form types, contact Heather 
Mackintosh at (202) 551-8111; in the Division of Economic and Risk 
Analysis, for questions concerning XBRL submissions, contract Walter 
Hamscher at (202) 551-5397; and in the Office of Information 
Technology, for questions concerning Section 508 of the U.S. 
Rehabilitation Act, contact Tammy Borkowski at (202) 551-7208.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer 
Manual, Volume I, Volume II, and Volume III. 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.
---------------------------------------------------------------------------

    \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 August 3, 2015. See Release No. 33-9874 (August 24, 
2015) [80 FR 51123].
---------------------------------------------------------------------------

    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
23 (September 2015), Volume II entitled EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 34 (September 2015), and Volume III entitled 
EDGAR Filer Manual, Volume III: ``N-SAR Supplement,'' Version 5 
(September 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\
---------------------------------------------------------------------------

    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ See Release No. 33-9874 in which we implemented EDGAR 
Release 15.2.2. For additional history of Filer Manual rules, please 
see the cites therein.
---------------------------------------------------------------------------

    The EDGAR system will be upgraded to Release 15.3 on September 14, 
2015 and will introduce the following changes:
    As part of the final rules adopted on January 14, 2015 for 
regulating security-based swap data repositories (SDR), the following 
submission form types will be added to EDGAR: \4\
---------------------------------------------------------------------------

    \4\ See Security-Based Swap Data Repository Registration, 
Duties, and Core Principles, Exchange Act Release No. 34-74246 (Feb. 
11, 2015), 80 FR 14437 (March 9, 2015).

 SDR-CCO--Annual Compliance Report and Annual Financial Report
 SDR-CCO/A--Amendment to Annual Compliance Report and Annual 
Financial Report

    These submission form types can be accessed by selecting the 
`EDGARLink Online Form Submission' link on the EDGAR Filing Web site. 
Additionally, applicants may construct XML submissions for SDR-CCO and 
SDR-CCO/A by following the ``EDGARLink Online XML Technical 
Specification'' document available on the SEC's Public Web site (http://www.sec.gov/info/edgar.shtml).
    Submission form types SDR-CCO and SDR-CCO/A will include the 
``Request Confidentiality'' check box to allow applicants to request 
confidential treatment for each attached document. After an SDR-CCO or 
SDR-CCO/A filing is submitted, SEC staff will review the submission and 
make a determination of whether the information for which confidential 
treatment is requested should be made public. EDGAR will only 
disseminate the attached documents of the submission that the SEC staff 
has determined to be public.
    In connection with the Commission's revised rules and forms for 
disclosure by asset-backed securities issuers, new exhibit EX-36 
(Depositor Certification for shelf offerings of asset-backed 
securities) will be available on EDGARLink Online for submission form 
types SF-3, SF-3/A, 8-K, and 8-K/A.\5\ This change will allow 
registrants to file a certification required for shelf offerings of 
asset-backed securities as an EX-36. Filers will have the option to 
attach exhibit EX-36 in official HTML or ASCII format (and unofficially 
in PDF format) on submission form types SF-3 and SF-3/A and on 
submission form types 8-K and 8-K/A, when the SIC code associated with 
the Primary Filer CIK is 6189 (Asset-Backed Securities).
---------------------------------------------------------------------------

    \5\ See Asset-Backed Securities Disclosure and Registration, 
Securities Act Release No. 33-9638 (September 4, 2014).
---------------------------------------------------------------------------

    EDGAR will be updated to include the following XBRL document types 
for submission form types SDR, SDR/A, SDR-A, and SDR-W:

 EX-99.K SDR.INS, EX-99.K SDR.SCH, EX-99.K SDR.PRE, EX-99.K 
SDR.LAB, EX-99.K SDR.CAL, and EX-99.K SDR.DEF
 EX-99.L SDR.INS, EX-99.L SDR.SCH, EX-99.L SDR.PRE, EX-99.L 
SDR.LAB, EX-99.L SDR.CAL, and EX-99.L SDR.DEF

    Filers will now be able to submit SDR Exhibit K and Exhibit L in 
XBRL format for submission form types SDR, SDR/A, SDR-A, and SDR-W. 
Filers can continue to provide SDR Exhibit K and Exhibit L in ASCII or 
HTML formats for submission form types SDR, SDR/A, SDR-A, and SDR-W.
    XBRL file attachments will be considered valid if they contain 
multiple identically tagged XBRL facts.
    Documentation updates were made to Chapter 2 of the ``EDGAR Filer 
Manual, Volume I: General Information'' and Chapters 2, 3, and 7 of the 
``EDGAR Filer Manual, Volume II: EDGAR Filing'' relating to Form NRSRO.
    Formatting changes were made to ``EDGAR Filer Manual, Volume I: 
General Information'', ``EDGAR Filer Manual, Volume II: EDGAR Filing'', 
and ``EDGAR Filer Manual, Volume III: N-SAR Supplement'' 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 July 10, 2015, EDGAR Release 15.2.e.4 
introduced the following change:

 Regulation A submission form types DOS, DOS/A, 1-A, 1-A/A, and 
1-A POS were updated to prevent a filer from entering a response in 
Item 6(d) when the ``None'' option has been selected on Item 6.

    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).\6\ It follows that

[[Page 59580]]

the requirements of the Regulatory Flexibility Act \7\ do not apply.
---------------------------------------------------------------------------

    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the rule 
amendments is October 2, 2015. In accordance with the APA,\8\ 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 15.3 is scheduled to become available on September 14, 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.
---------------------------------------------------------------------------

    \8\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

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,\9\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\10\ 
Section 319 of the Trust Indenture Act of 1939,\11\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\12\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \11\ 15 U.S.C. 77sss.
    \12\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

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 23 (September 2015). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 34 (September 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.

    By the Commission.

    Dated: September 15, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-24904 Filed 10-1-15; 8:45 am]
 BILLING CODE 8011-01-P


