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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 202, 232, 240, 249, and 249b

[Release Nos. 33-11342; 34-101925; IC-35420; File No. S7-08-23]

RIN 3235-AL85

Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934;

Amendments Regarding the FOCUS Report

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

SUMMARY: The Securities and Exchange Commission (“Commission” or “SEC”) is amending

its rules to require electronic filing or submission of certain forms and other filings or

submissions that are required to be filed with or submitted to the Commission under the

Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations under the

Exchange Act. The amendments require the electronic filing or submission on the Commission’s

Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system, using structured data

where appropriate, for certain forms filed or submitted by self-regulatory organizations

(“SROs”). The amendments require the information currently contained in Form 19b-4(e) to be

publicly posted on the SRO’s website and remove the manual signature requirements for SRO

proposed rule change filings. The Commission is also requiring that a clearing agency post

supplemental material to its website. In addition, the Commission is amending rules under the

Exchange Act and the Securities Act of 1933 (“Securities Act”) to require the electronic filing or

submission on EDGAR, using structured data where appropriate, of certain forms, reports, and

notices provided by broker-dealers, security-based swap dealers, and major security-based swap

participants. The amendments also require withdrawal in certain circumstances of notices filed

in connection with an exception to counting certain dealing transactions toward determining

whether a person is a security-based swap dealer. Finally, the Commission is allowing electronic

signatures in certain broker-dealer filings, and amending the Financial and Operational

Combined Uniform Single Report (“FOCUS Report”) to harmonize with other rules, make

technical corrections, and provide clarifications.

DATES: Effective date: March 24, 2025.

Compliance dates: The compliance dates for the rule amendments are discussed in section VIII

of this release.

FOR FURTHER INFORMATION CONTACT: For Form 1 – Justin Pica, Assistant Director,

and David Remus, Special Counsel; for Form 1-N – David Dimitrious, Senior Special Counsel,

and Michou Nguyen, Special Counsel; for Form 15A – Molly Kim, Assistant Director, and

David Michehl, Special Counsel; for Form CA-1 – Matthew Lee, Assistant Director, and Claire

Noakes, Senior Special Counsel; for Form 19b-4(e) and technical amendment to Form 19b-4 –

Cristie March, Senior Special Counsel, and Edward Cho, Special Counsel; for Rule 17a-22 –

Matthew Lee, Assistant Director, and Susan Petersen, Special Counsel; for Rule 17a-5, Rule

17a-12, Rule 18a-7, Form X-17A-5 Part III and related annual filings, Form X-17A-5 Parts II,

IIA, and IIC, Form 17-H, and Form X-17A-19 – Raymond A. Lombardo, Assistant Director, and

Valentina Minak Deng, Special Counsel; for notices provided pursuant to Rule 3a71-3(d)(1)(vi)

and Rule 15fi-3(c) – Carol McGee, Associate Director; John Guidroz, Assistant Director, and

Israel Goodman, Senior Counsel; and for reports submitted pursuant to Rule 15fk-1(c)(2)(ii)(A),

Kelly Shoop, Branch Chief, and Patrick Bloomstine, Attorney-Adviser, Division of Trading and

Markets, at (202) 551-5500, Securities and Exchange Commission, 100 F Street NE,

Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is amending its rules to require the

electronic filing or submission, using structured data where appropriate, of certain forms and

other filings, 1 which are currently filed with or submitted to the Commission in paper or via

email or are new filing requirements. This release is divided into five parts: (1) forms that are

filed or submitted by or otherwise made available electronically by SROs (“Covered SRO

Forms”); (2) supplementary materials (“Covered Supplementary Materials”) required to be

posted on the internet websites of clearing agencies; (3) forms and related filings filed or

submitted by broker-dealers and over-the-counter derivatives dealers (“OTC derivatives

dealers”), as well as security-based swap dealers (“SBSDs”) and major security-based swap

participants (“MSBSPs”) (each SBSD and each MSBSP also referred to as an “SBS Entity” and

together referred to as “SBS Entities”); (4) other notices, filings, and reports consisting of (a)

Form X-17A-19; (b) 17 CFR 240.3a71-3(d)(1)(vi) (“Rule 3a71-3(d)(1)(vi)”) Notices; (c) 17 CFR

240.15Fi-3(c) (“Rule 15fi-3(c)”) Notices; and (d) 17 CFR 240.15Fk-1(c)(2)(ii)(A) (“Rule 15fk1(c)(2)(ii)(A)”) Compliance Reports; and (5) amendments regarding the FOCUS Report, that,

among other things, would modernize signature requirements in Exchange Act Rules 17a-5, 17a12, and 18a-7. 2 The Commission is adopting amendments to or relating to the following rules:

Commission Reference

Administrative Practice and

Rule 202.3

Procedure, Securities

Securities Act of 1933 (“Securities Act”) 3

Regulation S-T

Rule 100

Rule 101

Rule 201

CFR Citation

(17 CFR)

§ 202.3

§ 232.100

§ 232.101

§ 232.201

For purposes of this release, the term “form” means any Commission-created document labeled as a

“Form” that is required to be submitted or filed electronically, and the term “filing” means any form,

notice, report, or material required to be submitted or filed electronically or required to be posted on an

internet website in lieu of being submitted or filed.

The Commission’s release also includes amendments to CFR designations in order to ensure regulatory text

conforms more consistently with section 2.13 of the Document Drafting Handbook. See Office of the

Federal Register, Document Drafting Handbook (Aug. 2018 Edition, Revision 2.1, dated Oct. 2023),

available at https://www.archives.gov/files/federal-register/write/handbook/ddh.pdf. For rules being

amended in this release that contain an uppercase letter in their CFR citations (other than temporary rules

like 17 CFR 240.17h-2T), the Commission is amending their CFR section designations to replace each such

uppercase letter with the corresponding lowercase letter, and, in one case, to also redesignate the rule

numbering. For example, 17 CFR 240.15Fi-3 is being redesignated as 17 CFR 240.15fi-3, 17 CFR

240.15Fk-1 is being redesignated as 17 CFR 240.15fk-1, 17 CFR 240.15Aa-1 is being redesignated as 17

CFR 240.15aa-1, and 17 CFR 240.15Aj-1 is being redesignated as 17 CFR 240.15aa-2.

See 15 U.S.C. 77a through 77mm.

Rule 202

Rule 405

Securities Exchange Act of 1934 (“Exchange Act”) 4

Rule 3a71-3

Rule 6a-1

Rule 6a-2

Rule 6a-3

Rule 6a-4

Rule 15aa-1

Rule 15aa-2

Rule 15fi-3

Rule 15fk-1

Rule 17a-5

Rule 17a-12

Rule 17a-19

Rule 17a-22-Rule 17ab2-1

Rule 17h-2T

Rule 18a-7

Rule 19b-4

Rule 24b-2

Form 1

Form 1-N

Form CA-1

Form 17-H

Form X-17A-5 Part II

Form X-17A-5 Part IIA

Form X-17A-5 Part IIC

Form X-17A-5 Part III

Form X-17A-19

Form X-15AA-1

Form 15A

Form 19b-4

§ 232.202

§ 232.405

§ 240.3a71-3

§ 240.6a-1

§ 240.6a-2

§ 240.6a-3

§ 240.6a-4

§ 240.15aa-1

§ 240.15aa-2

§ 240.15fi-3

§ 240.15fk-1

§ 240.17a-5

§ 240.17a-12

§ 240.17a-19

§ 240.17a-22

§ 240.17ab2-1

§ 240.17h-2T

§ 240.18a-7

§ 240.19b-4

§ 240.24b-2

§ 249.1

§ 249.10

§ 249.200

§ 249.328T

§ 249.617

§ 249.635

§ 249.801

§ 249.801 (as amended)

§ 249.819

Finally, the Commission is rescinding:

Commission Reference

Exchange Act

Form X-15AJ-1

Form X-15AJ-2

Form 19b-4(e)

See 15 U.S.C. 78a through 78qq.

CFR Citation

(17 CFR)

§ 249.802

§ 249.803

§ 249.820

In developing this release with regard to SBS Entities, the Commission has consulted and

coordinated with the CFTC and the prudential regulators in accordance with the Dodd-Frank

Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). 5

Table of Contents

Introduction

II.

Requirements to Electronically File Covered SRO Forms

Relevant Statutory Framework

Previous Requirements for Filing Form 1

Requirement to Electronically File Form 1

Relevant Statutory Framework

Previous Requirements for Filing Form 1-N

Requirement to Electronically File Form 1-N

1. Relevant Statutory Framework

2. Previous Requirements for Filing Forms X-15AA-1, X-15AJ-1, and X-15AJ-2

3. Requirements to Electronically File on Form 15A Information Previously Filed on

Forms X-15AA-1, X-15AJ-1, and X-15AJ-2

Relevant Statutory Framework

Pre-existing Requirements for Filing Form CA-1

Comment Regarding Proposed Changes to Rule 17ab2-1 and Form CA-1

Requirement to Electronically File Form CA-1

Amendments to Rule 17ab2-1

Amendments to Form CA-1 and the Form CA-1 Instructions

Relevant Statutory Framework

Background of Rule 19b-4(e)

Previous Requirements for Filing Form 19b-4(e)

Rescission of Form 19b-4(e)

Relevant Statutory Framework

Rule Change

See Pub. L. 111-203, 124 Stat. 1376 (2010). Section 712(a)(2) of the Dodd-Frank Act provides in part that

the Commission shall “consult and coordinate to the extent possible with the Commodity Futures Trading

Commission and the prudential regulators for the purposes of assuring regulatory consistency and

comparability, to the extent possible.”

III.

Requirements for Clearing Agencies to Electronically File Covered Supplemental

Materials

Two-Day Timeframe for Compliance

Scope of Supplemental Materials

Meaning of “Generally Available”

Requirement to “Prominently Post”

IV. Requirements to Electronically File Broker-Dealer, OTC Derivatives Dealer, and SBS

Entity Reports

Other Forms, Reports, or Notices

Proposed Rule

Amended Rule

Proposed Rule

Amended Rule

Proposed Rule

Final Rule

VI. Amendments Regarding the FOCUS Report and Signature Requirements in Rule 17a-5,

17a-12, and 18a-7 Filings

VII.

Number of Signatures on FOCUS Report

Electronic Signatures in Rule 17a-5, 17a-12, and 18a-7 Filings

Amendments to Regulation S-T (Including Structured Data Requirements) and Rule 24b-

VIII. Compliance Dates

IX. Paperwork Reduction Act

1. Form ID

2. Rules 6a-1, 6a-2, 6a-3, and Form 1

3. Rule 6a-4 and Form 1-N

4. Rules 15aa-1 and 15aa-2; Form 15A

5. Rule 17ab2-1 and Form CA-1

6. Rule 19b-4(e) and Form 19b-4(e)

7. Rule 19b-4(j) and Form 19b-4

8. Rule 17a-22

9. Rules 17a-5, 18a-7, and 17a-12

10. Rule 17h-2T

11. Rule 17a-19 and Form X-17A-19

12. Rule 3a71-3(d)(1)(vi)

13. Rule 15fi-3(c)

14. Rule 15fk-1(c)(2)(ii)(A)

1. Form ID

2. Rules 6a-1, 6a-2, 6a-3, and Form 1

3. Rule 6a-4 and Form 1-N

4. Rules 15aa-1 and 15aa-2; Form 15A

5. Rule 17ab2-1 and Form CA-1

6. Rule 19b-4(e) and Form 19b-4(e)

7. Rule 19b-4(j) and Form 19b-4

8. Rule 17a-22

9. Rules 17a-5, 18a-7, and 17a-12

10. Rule 17h-2T

11. Rule 17a-19 and Form X-17A-19

12. Rule 3a71-3(d)(1)(vi)

13. Rule 15fi-3(c)

14. Rule 15fk-1(c)(2)(ii)(A)

1. Form ID

2. Rules 6a-1, 6a-2, 6a-3, and Form 1

3. Rule 6a-4, Form 1-N

4. Rules 15aa-1 and 15aa-2; Form 15A

5. Rule 17ab2-1, Form CA-1

6. Rule 19b-4(e), Form 19b-4(e)

7. Rule 19b-4(j), Form 19b-4

8. Rule 17a-22

9. Rules 17a-5, 18a-7, and 17a-12

10. Rule 17h-2T

11. Rule 17a-19 and Form X-17A-19

12. Rule 3a71-3(d)(1)(vi)

13. Rule 15fi-3(c)

14. Rule 15fk-1(c)(2)(ii)(A)

1. Form ID

2. Rules 6a-1, 6a-2, 6a-3 and Form 1

3. Rule 6a-4, Form 1-N

4. Rules 15aa-1 and 15aa-2; Form 15A

5. Rule 17ab2-1, Form CA-1

6. Rule 19b-4(e), Form 19b-4(e)

7. Rule 19b-4(j), Form 19b-4

8. Rule 17a-22

9. Rules 17a-5, 18a-7, and 17a-12

10. Rule 17h-2T

11. Rule 17a-19 and Form X-17A-19

12. Rule 3a71-3(d)(1)(vi)

13. Rule 15fi-3(c)

14. Rule 15fk-1(c)(2)(ii)(A)

Economic Analysis

Affected Entities

Paper and Limited Electronic Submission

Structured Data

Benefits

Costs

1. Exempt Certain Entities or Disclosures from Structured Data Requirements

2. Require Structured Data on Form 1-N, Form 15A, and ANE Exception Notices to Same

Extent as Structured Documents

3. Replace Inline XBRL Requirements with Custom XML Requirements or Vice Versa

4. Require Structured Data Languages other than Inline XBRL and Custom XML

5. Permit, Not Require, Structured Data for Affected Documents

6. Exempt Smaller Entities from Electronic Submission or Posting Requirements

7. Require SROs to submit Form 19b-4(e) via EDGAR

8. Require the Use of Dedicated Mailbox

XI. Final Regulatory Flexibility Act Analysis

Need for, and Objectives of, the Final Amendments

Significant Issues Raised by Public Comments

Small Entities Subject to Final Amendments

Projected Reporting, Recordkeeping, and Other Compliance Requirements

Significant Alternatives

XII. Other Matters

Statutory Authority

Introduction

Experience with Targeted Regulatory Assistance During the COVID-19

Pandemic

As part of its response to the COVID-19 pandemic, the Commission and its staff

provided assistance and regulatory relief to market participants, as appropriate, to facilitate the

continued orderly and fair functioning of the securities markets. 6 As part of these efforts,

Division of Trading and Markets (“Division”) staff issued a statement providing that the staff

would not recommend enforcement action if filers and registrants made alternative arrangements,

See generally, e.g., An Update on the Commission’s Targeted Regulatory Relief to Assist Market

Participants Affected by COVID-19 and Ensure the Orderly Function of our Markets (public statement by

Chairman Jay Clayton, William Hinman, Director, Division of Corporation Finance, Dalia Blass, Director,

Division of Investment Management, Brett Redfearn, Director, Division of Trading and Markets (Jan. 26,

2020, updated Jan. 5, 2021)), available at https://www.sec.gov/news/public-statement/update-commissionstargeted-regulatory-relief-assist-market-participants.

as detailed in the statement, for delivery, execution, and notarization of certain paper filings. 7

More specifically, the staff stated that it would not recommend that the Commission take

enforcement action with respect to any failure to comply with the paper format submission

requirement or manual signature requirement of certain “Impacted Paper Submissions” (as

defined in the Updated Staff Statement), which included, but were not limited to, broker-dealer

audited annual reports, Form 1 filings for national securities exchanges, and Form CA-1 filings

for clearing agencies.

In general, electronic filing of Impacted Paper Submissions has been practical and

efficient. It also has been the Commission’s experience that electronic filing has been positively

received by the various registrants that have used it. Based in part on these positive experiences

with electronic filing during the COVID-19 pandemic, and as part of its efforts to modernize the

methods by which it collects and analyzes information from registrants, the Commission

proposed to amend certain rules and forms to require that a number of the filings be submitted to

the Commission electronically on EDGAR using structured data where appropriate. 8 The

Commission received comment letters in response to the Proposing Release 9 and, as set forth in

more detail below, is adopting the proposed amendments with certain modifications in response

to comments.

See generally Division Updated Staff Statement Regarding Certain Paper Submissions in Light of COVID19 Concerns (“Updated Staff Statement”), available at https://www.sec.gov/tm/paper-submissionrequirements-covid-19-updates-061820. Staff reports, Investor Bulletins, and other staff documents cited

in this release represent the views of Commission staff and are not a rule, regulation, or statement of the

Commission. The Commission has neither approved nor disapproved the content of these documents and,

like all staff statements, they have no legal force or effect, do not alter applicable law, and create no new or

additional obligations for any person.

See Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934; Amendments

Regarding the FOCUS Report; Exchange Act Release No. 97182 (Mar. 22, 2023), 88 FR 23920 (Apr. 18,

2023) (“Proposing Release”).

The comments on the Proposing Release (File No. S7-08-23) are available at

https://www.sec.gov/comments/s7-08-23/s70823.htm.

Covered SRO Forms

The Commission is requiring, as proposed, that the following forms be filed

electronically on EDGAR:

Form

Form 1: Application for, and

Amendments to Application for,

Registration as a National

Securities Exchange or Exemption

from Registration pursuant to

section 5 of the Exchange Act

Form 1-N: Form and Amendments

for Notice of Registration as a

National Securities Exchange for

the Sole Purpose of Trading

Security Future Products Pursuant

to section 6(g) of the Exchange

Act

Form X-15AA-1: Application for

Registration as a National

Securities Association or

Affiliated Securities Association,

Form X-15AJ-1: Amendatory

and/or Supplementary Statements

to Registration Statement of a

National Securities Association or

an Affiliated Securities

Association, and Form X-15AJ-2:

Annual Consolidated Supplement

of a National Securities

Association or an Affiliated

Securities Association

Form CA-1: Application for

Registration or for Exemption

from Registration as a Clearing

Agency and for Amendment to

Registration Pursuant to the

Exchange Act

Filer Type

Exchange

Amendments

Amend 17 CFR 249.1, including the

form and instructions to the form, and 17

CFR 240.6a-1, 17 CFR 240.6a-2, and 17

CFR 240.6a-3 under the Exchange Act.

Exchange

Amend 17 CFR 249.10, including the

form and instructions to the form, and 17

CFR 240.6a-4 under the Exchange Act.

Securities

Association

Form X-15AA-1 (re-numbered as Form

15A) and the instructions to the form,

and corresponding Exchange Act Rule

15Aa-1 (redesignated as Rule 15aa-1).

Forms X-15AJ-1 and X-15AJ-2

(repealed and the information

requirements incorporated into new

Form 15A), 10 and corresponding

Exchange Act Rule 15Aj-1 (renumbered

as Rule 15aa-2).

Clearing

Agency

The form and instructions to the form,

and corresponding Exchange Act Rule

17ab2-1.

Prior to these amendments, the Commission’s regulatory framework required an entity

seeking to be registered as a national securities exchange (or seeking an exemption from such

registration based on limited volume), a national securities association, a clearing agency (or

See 17 CFR 249.802 and 803. The forms and instructions to the form are incorporated by reference into

the Code of Federal Regulations.

seeking an exemption from such registration), and a national securities exchange solely for the

purpose of trading futures on individual stocks or on narrow-based stock indexes 11 (“Security

Futures Product Exchange”) to file, in a paper-based format, certain forms that are mandated by

rules under the Exchange Act. Registered national securities exchanges, registered national

securities associations, registered clearing agencies, and registered Security Futures Product

Exchanges (collectively, SROs), as well as exempt exchanges and exempt clearing agencies

(together with prospective SROs, “Filers”), were also required to submit paper-based

amendments to their respective forms. The Commission’s amendments modernize the filing

process for these various forms by requiring that the forms and information contained therein be

submitted to the Commission electronically, thereby removing the burden of preparing and

submitting paper forms by the Filers, and of receiving, acting upon, and maintaining the paper

forms by the Commission and its staff.

In particular, as required by Rule 6a-1, Rule 6a-2, and Rule 6a-3 under the Exchange Act,

a prospective exchange must file on Form 1 an application for registration as a national securities

exchange (or for an exemption from the requirement to register as a national securities exchange

based on limited volume), and, once registered, the exchange must file as an amendment to its

Form 1 certain updating information, as well as certain supplemental material and reports. In

addition, as required by Rule 6a-4 under the Exchange Act, a prospective exchange may register

as a Security Futures Product Exchange by filing Form 1-N (“notice registration”) if it satisfies

certain prerequisites and must file amendments to its initial filing and certain supplemental

materials on Form 1-N as well. An applicant for registration as a national securities association

must file a registration statement with the Commission on Form X-15AA-1, and every

association applying for registration or registered as a national securities association must file

amendments and supplements to its registration statement with the Commission on Form X-

Futures on individual stocks or on narrow-based stock indexes are hereinafter referred to as “security

futures products.”

15AJ-1 and annual supplements to its registration statement with the Commission on Form X15AJ-2. Moreover, as required by Rule 17ab2-1 under the Exchange Act, a prospective clearing

agency must file on Form CA-1 an application for registration as a clearing agency (or for an

exemption from such registration), and both registered and exempt clearing agencies must file

amendments to their Form CA-1 as necessary. In each of the foregoing situations, these forms

were required to be submitted to the Commission in a paper-based format. As a result, the

prospective and existing SROs, exempt exchanges, and exempt clearing agencies have incurred

the costs of completing their respective paper-based forms, making the requisite number of

copies, and submitting the original version and copies to the Commission.

The Commission also is rescinding the following form, as proposed, and instead

requiring that the information currently contained in the form be publicly posted on the relevant

SRO’s internet website:

Form

Form 19b-4(e): Information

Required of a Self-Regulatory

Organization Listing and Trading

a New Derivative Securities

Product Pursuant to Rule 19b-4(e)

Under the Exchange Act

Filer Type

SRO

Amendment

Rescind the form and instructions to the

form and amend 17 CFR 240.19b-4(e)

(“Rule 19b-4(e)”).

Previously, Rule 19b-4(e) under the Exchange Act required an SRO to submit to the

Commission reports regarding the listing and trading of new derivative securities products on

Form 19b-4(e) in a paper-based format. As with the forms discussed above in this section, SROs

incurred the costs of completing the paper-based form, making the requisite number of copies,

and submitting the original version and copies to the Commission.

Covered Supplementary Materials

Rule 17a-22 requires a registered clearing agency to file with the Commission three

copies of any material within 10 days after issuing, or making generally available, such materials

to its participants or to other entities with whom it has a significant relationship. 12 A registered

clearing agency for which the Commission is not the appropriate regulatory agency is required at

the same time to file one copy of such material with its “appropriate regulatory agency”

(“ARA”). 13 While the rule continues to support the Commission’s oversight of clearing agencies,

the rule is being modernized to better reflect the ways in which the registered clearing agencies

now generally distribute the supplemental materials required under the rule, as discussed further

below.

Since the Commission adopted Rule 17a-22 in 1980, technology has evolved

significantly and the internet has played an increasingly vital role in information distribution.14

During this period, the Commission has encouraged the dissemination of information

electronically via the internet, as well as through the use of automated systems and other services

provided by clearing agencies. 15 In general, transitioning from a requirement to file paper with

the Commission to an electronic filing requirement can help improve efficiency and transparency

in the securities markets for registered clearing agencies, their participants, and the general

public. Most recently, under the Updated Staff Statement described above, 16 registered clearing

See 17 CFR 240.17a-22. Such materials are hereinafter referred to as “supplementary materials.”

See id. When used with respect to a clearing agency, the term “appropriate regulatory authority” is defined

under section 3(a)(34)(B) of the Exchange Act to mean broadly the Comptroller of the Currency, the Board

of Governors of the Federal Reserve System (“Federal Reserve”), or the Federal Deposit Insurance

Corporation, depending on the type of bank that is acting as a registered clearing agency. See 15 U.S.C.

78c(a)(34).

See, e.g., The Impact of Recent Technological Advances on the Securities Market (Sept. 1997), available at

https://www.sec.gov/news/studies/techrp97.htm. In this report, the Commission stated that it was mindful

of the benefits of increasing use of new technologies, such as the internet, to access information more

efficiently.

Id. See also, e.g., Commission Interpretation: Confirmation and Affirmation of Securities Trades;

Matching, Exchange Act Release No. 39829 (Apr. 6, 1998), 63 FR 17943 (Apr. 18, 1998), available at

https://www.sec.gov/rule-release/34-39829; Commission Interpretation: Use of Electronic Media,

Exchange Act Release No. 42728 (Apr. 28, 2000), 65 FR 25843 (May 4, 2000), available at

https://www.sec.gov/rules/interp/34-42728.htm; Press Release: SEC Provides Guidance to Open Up Use of

Corporate Web Sites for Disclosures to Investors (July 30, 2008), available at

https://www.sec.gov/news/press/2008/2008-158.htm.

See supra note 7.

agencies have established alternate arrangements to satisfy the requirements of Rule 17a-22 that

do not require the submission of paper filings.

The Commission is now amending Rule 17a-22 to eliminate the paper filing requirement

altogether and require a registered clearing agency to post any supplementary materials to its

internet website, as discussed further below. 17 The amended rule increases efficiency in the

distribution of supplementary materials required under the rule and promotes transparency

regarding their contents, as these supplementary materials are intended to be made generally

available to participants in the clearing agency or other categories of market participants with

whom the clearing agency has a significant relationship.

Filings by Broker-Dealers, OTC Derivatives Dealers, SBSDs, and MSBSPs

Form

Form X-17A-5 Part III:

Information Required Pursuant to

Rules 17a-5, 17a-12, and 18a-7

under the Exchange Act

Form 17-H: Risk Assessment

Report for Brokers and Dealers

Filer Type

Broker-Dealer,

Security-Based Swap

Dealer, Major

Security-Based Swap

Participant

Broker-Dealer

Amendment

Require the form to be filed on

EDGAR.

Require the form to be filed on

EDGAR.

Certain forms and other filings that the Commission is requiring to be filed on EDGAR

by broker-dealers, OTC derivatives dealers, SBSDs, and MSBSPs are appropriate for electronic

filing because many of them are voluminous (in number, size, or both) and some of them contain

certain information that must be disclosed publicly. 18 Electronic conversion and/or publication

of these filings by Commission staff, to make them available to the public and/or Commission

staff, can be labor intensive and time consuming. Requiring submission of these filings on the

Commission’s established EDGAR filing system will facilitate more efficient transmission,

See generally infra section III.

See generally infra section IV.

analysis, dissemination, storage, and retrieval of information, and will benefit the Commission,

the submitting entities, investors, and other market participants.

The Commission is requiring the existing EDGAR system to be used for certain filings

because Form X-17A-5 Part III and Form 17-H are already permitted to be filed on EDGAR. In

turn, this will minimize the burden of transitioning to mandatory filing on EDGAR.

Other Forms, Reports, or Notices

Form, Report or Notice

Form 17a-19: Information

Required of National Securities

Exchanges and Registered

National Securities Associations

Pursuant to Section 17 and 19 of

the Securities Exchange Act of

1934 and Rule 17a-19 Thereunder,

Report of Change in Membership

Status

Notices (and any withdrawals of

notices) filed pursuant to Rule

3a71-3(d)(1)(vi)

Notices (and any amendments to

the notices) of Security-Based

Swap Valuation Disputes pursuant

to Rule 15fi-3(c)

Compliance Reports Submitted to

the Commission pursuant to Rule

15fk-1(c)(2)(ii)(A)

Filer/Submitter Type

National securities

exchanges, national

securities associations

Amendment

Require the form to be filed on

EDGAR.

Certain registered

SBSDs or registered

brokers that meet

certain capital and

other requirements

SBS Entities

Require the notices and

withdrawals to be filed on

EDGAR; require withdrawal in

specified circumstances.

SBS Entities

Require the notices (and any

amendments to the notices) to

the Commission to be submitted

on EDGAR using structured

data; specify that notices

(including amendments) required

to be provided to any applicable

prudential regulator be in a form

and manner acceptable to such

prudential regulator.

Require reports to be submitted

on EDGAR in a structured data

language (Inline eXtensible

Business Reporting Language

(“Inline XBRL”)).

The Commission is adopting amendments requiring the EDGAR system to be used for the

following notices, reports, and filings: (1) notices made pursuant to Rule 17a-19 under the

Exchange Act and on accompanying Form X-17A-19; (2) notices made pursuant to Rule 3a713(d)(1)(vi); (3) notices made to the Commission pursuant to Rule 15fi-3(c); and (4) reports made

pursuant to Rule 15fk-1(c)(2)(ii)(A) under the Exchange Act. Previously, the notices made

pursuant to Rule 17a-19 under the Exchange Act and on accompanying Form X-17A-19 were

submitted via paper. 19 The notices made pursuant to Rule 3a71-3(d)(1)(vi) were previously filed

via email. 20 The notices made to the Commission pursuant to Rule 15fi-3(c) were previously

submitted either via email or EDGAR, at the SBS Entity’s option, and the reports required under

Rule 15fk-1(c)(2)(ii)(A) were previously submitted via email, mail, or EDGAR, at the SBS

Entity’s option. 21

Structured Data Requirements

The Commission is requiring, as proposed, certain of the disclosures required by the

following filings to be provided in a structured, machine-readable data language: (1) the Covered

SRO Forms; (2) the information required under Rule 19b-4(e); (3) Form X-17A-19; (4) the

annual reports (and related annual filings) filed by broker-dealers (including OTC derivatives

dealers) and SBS Entities on Form X-17A-5 Part III; (5) the risk assessment reports filed by

certain broker-dealers on Form 17-H; and (6) the notices and reports provided to the Commission

by SBS Entities under Exchange Act Rules 15fi-3(c) and 15fk-1(c)(2)(ii)(A), respectively

(together, the “Structured Documents”). 22

See infra section V.A.

See infra section V.B.

See infra section V.C. and V.D. Rule 15fi-3(c) requires that SBS Entities “notify the Commission”

(emphasis added). See infra section V.C.1. Requiring these notices and amendments to be submitted to the

Commission via EDGAR does not cause them to be deemed filed for purposes of the Exchange Act. See,

e.g., 15 U.S. Code 78r. 17 CFR 240.15fk-1(c) (“Rule 15fk-1(c)”) requires that the chief compliance officer

of an SBS Entity prepare and sign an annual compliance report that “shall [b]e submitted to the

Commission.” 17 CFR 240.15fk-1(c) (emphasis added). Requiring these reports to be submitted via

EDGAR does not cause the report to be deemed filed for purposes of the Exchange Act.

For certain affected documents, as proposed, only some aspects are required to be provided in a structured

data language. For example, only the execution pages of Form 1-N and Form 15A are required to be

provided in a structured data language. See infra section VII.A.

Specifically, the Commission is requiring, as proposed, the report required by Exchange

Act Rule 15fk-1(c)(2)(ii)(A) and portions of Form 1, Form CA-1, Form 17-H, and Form X-17A5 Part III and related annual filings to be provided in the Inline XBRL structured data language.

The Commission is also requiring, as proposed, Form X-17A-19, the notice to the Commission

(and any amendments to the notices) required by Exchange Act Rule 15fi-3(c), and portions of

Form 1-N, Form 15A, Form 1, Form CA-1, Form 17-H, and Form X-17A-5 Part III and related

annual filings to be provided in machine-readable, eXtensible Markup Language (“XML”)-based

data languages specific to those documents (“custom XMLs”). As proposed, these structured

documents will be filed or submitted, as appropriate to each document, on EDGAR. 23

In addition, the Commission is requiring, as proposed, SROs to electronically post the

information required under Rule 19b-4(e) using a custom XML-based data language (also

referred to as a “schema”) that the Commission will create and publish on its website for SROs

to use. 24 The Commission is also requiring, as proposed, SROs to post a rendered Portable

Document Format (“PDF”) version of the custom XML document using a PDF renderer that the

Commission will also create and publish on its website for SROs to use. 25

As discussed in further detail below, the structured data requirements will facilitate

access to the disclosures by users (e.g., investors, market participants, analysts, and the

Commission), enabling more efficient retrieval, aggregation, and comparison across different

filers and time periods, as compared to an unstructured PDF, HyperText Markup Language

(“HTML”), or American Standard Code for Information Interchange (“ASCII”) requirement. 26

The details of the structured data requirements, including the specific portions of affected documents that

will be structured in Inline XBRL versus custom XML, are discussed in section VII.A below.

This requirement will mirror the existing requirement for registered broker-dealers to electronically post

reports containing order routing information using the most recent versions of the XML schema and the

associated PDF renderer as published on the Commission’s website. See 17 CFR 242.606. The custom

XML schema and PDF renderer for Rule 606 reports are available at

https://www.sec.gov/structureddata/dera_taxonomies.

See id.

See infra sections VII.A and X.C.

The Commission is requiring, as proposed, some disclosures to be structured in Inline

XBRL and other disclosures to be structured in custom XML. While Inline XBRL is well-suited

for certain types of content—such as financial statements and extended narrative discussions—

other types of content can be readily captured using custom XML data languages that yield

smaller file sizes than Inline XBRL and thus facilitate more streamlined data processing. Such

custom XML languages also enable EDGAR to generate fillable web forms that permit affected

entities to input disclosures into form fields rather than encode their disclosures in custom XML

themselves, thus easing compliance burdens on affected entities. 27 Finally, certain of the

structured documents—Form X-17A-5 Part III and Form 17-H—were previously partially

subject to custom XML structured data requirements when voluntarily filed on EDGAR. For

these forms, the Commission is requiring, as proposed, the same custom XML requirements to

minimize the associated burdens on registrants that were previously using these languages for

these forms.

One commenter stated that the Commission “should make clear that the [Proposing

Release] would not modify the content and format of reports that substituted compliance firms

are required to submit.” 28 The Commission’s orders granting substituted compliance

(“substituted compliance orders”) 29 condition substituted compliance for the requirements of

See infra section X.E.3 (discussing and responding to one commenter’s statement that XBRL should be

used for all Structured Documents).

See Letter from Kyle Brandon, Managing Director and Head of Derivatives Policy, Securities Industry and

Financial Markets Association (May 22, 2023) (“SIFMA 5/22/2023 Letter”) at 3. See also SIFMA

5/22/2023 Letter at 7. Exchange Act Rule 3a71–6 (17 CFR 240.3a71-6) provides a framework whereby

non-U.S. SBS Entities may satisfy certain requirements under Exchange Act section 15F by complying

with comparable regulatory requirements of a foreign jurisdiction. Because substituted compliance does

not constitute exemptive relief, but instead provides an alternative method by which non-U.S. SBS Entities

may comply with applicable Exchange Act requirements, the non-U.S. SBS Entities remain subject to

section 15F and the rules thereunder. See, e.g., Amended and Restated Order Granting Conditional

Substituted Compliance in Connection With Certain Requirements Applicable to Non-U.S. Security-Based

Swap Dealers and Major Security-based Swap Participants Subject to Regulation in the Federal Republic of

Germany; Amended Orders Addressing Non-U.S. Security-Based Swap Entities Subject to Regulation in

the French Republic or the United Kingdom; and Order Extending the Time To Meet Certain Conditions

Relating to Capital and Margin, Exchange Act Release No. 93411 (Oct. 22, 2021), 86 FR 59797, 59798

(Oct. 28, 2021).

The Commission’s current substituted compliance orders are available on the Commission’s website at

https://www.sec.gov/tm/Jurisdiction-Specific-Apps-Orders-and-MOU.

certain Exchange Act rules in part on a non-U.S. SBS Entity providing information to the

Commission, including reports and other information required by foreign law. The substituted

compliance orders do not, however, address how an SBS Entity relying on substituted

compliance should provide such information to the Commission (e.g., via EDGAR or in

structured data format). 30 Rather, the Commission’s website provides information regarding

submitting notices and amendments under Rule 15fi-3(c) 31 and the annual report required by

Rule 15fk-1(c) 32 as well as filing with the Commission annual audited reports required under

local law when applying substituted compliance with respect to paragraph (c) of Rule 18a-7. 33

Prior to the amendments adopted in this release, SBS Entities have been using this information

on the Commission’s website when providing filings and submissions required under the

relevant Exchange Act rules and substituted compliance orders. Therefore, the amendments

requiring submission or filing on EDGAR or in structured data format do not modify the terms of

the substituted compliance orders and eligible SBS Entities may continue to rely on existing

substituted compliance orders regarding the requirements of a relevant rule. However, the

instructions on the Commission’s website regarding the submission or filing of reports and other

information that SBS Entities provide to the Commission pursuant to a substituted compliance

order will be updated to specify how an SBS Entity must provide such information to the

Commission in a manner consistent with the electronic filing and submission and structured data

To the extent the substituted compliance orders include a requirement regarding the manner or format of

reports or information to be provided to the Commission, the substituted compliance orders only require

that the report or information should be provided to the Commission in (1) the manner specified on the

Commission’s website; or (2) in the manner and format required by Commission rule or order. Either way,

the specific manner or format for such reports and information to be delivered to the Commission is outside

of the substituted compliance orders.

See Staff Statement on Submitting Security-Based Swap Valuation Dispute Notices (available at

https://www.sec.gov/tm/Security-Based-Swap-Valuation-Dispute-Notices).

See Frequently Asked Questions Regarding Chief Compliance Officer Annual Reports Submitted by

Security-Based Swap Dealers and Major Security-Based Swap Participants (available at

https://www.sec.gov/tm/faqs-cco-annual-reports-sbsd).

See Staff Statement on Submitting Notices, Statements, Applications, and Reports for Security-Based Swap

Dealers and Major Security-Based Swap Participants Pursuant to the Financial Responsibility Rules

(Exchange Act Rules 18a-1 through 18a-10) (available at https://www.sec.gov/tm/staff-statement-onsubmissions).

amendments being made in this release. This release does not change the substituted compliance

orders. 34

Certain Structured Documents also include requirements to attach copies of existing

documents, such as copies of bylaws, written agreements, user manuals, and listing applications.

The Commission is requiring, as proposed, affected entities to file these copies of documents as

unstructured PDF attachments to the otherwise structured forms. Requiring affected entities to

retroactively structure such existing documents, which were prepared for purposes outside of

fulfilling the Commission’s disclosure requirements, would have imposed compliance burdens

on affected entities that would not have been justified in light of the informational benefits that

would have arisen from having such documents in structured form. 35

Similarly, Forms 1-N and 15A (other than the cover pages—i.e., execution pages—of

those Forms) are, as proposed, not subject to structured data requirements, given that the very

limited number of Form 1-N and Form 15A filers and filings limits the benefit that would have

accrued from machine-readability of the disclosures contained therein. 36 Notices filed pursuant

to Rule 3a71-3(d)(1)(vi) (“ANE Exception Notices”) also are not subject to structured data

requirements, as the very limited number of data points in such notices would have lessened the

A commenter asked the Commission to confirm that the amendments to the FOCUS Report in this

rulemaking would not affect the Manner and Format Order. See SIFMA 5/22/2023 Letter at 8. The order

that specifies the manner and format of filing the FOCUS Report for firms relying on a Commission

substituted compliance order will also be amended. See Order Specifying the Manner and Format of Filing

Unaudited Financial and Operational Information by Security-Based Swap Dealers and Major SecurityBased Swap Participants That Are Not U.S. Persons and Are Relying on Substituted Compliance

Determinations With Respect to Rule 18a-7, Exchange Act release no. 93335 (Oct. 14, 2021), 86 FR 59208

(Oct. 26, 2021) (“Manner and Format Order”). In particular, the Manner and Format Order will be

amended to specify the following: (1) Firms will complete new lines 1F-1H (commissions on commodity

transactions, all other commissions, total commissions) in the Statement of Income section of FOCUS

Report Part II. (2) Because box 1754b is being renumbered box JJ34b, firms will complete box JJ34b

instead of box 1754b. (3) Firms will complete box 2143b (intangible assets) instead of boxes 3163b

(goodwill) and 0426b (other intangible assets) since this release replaces boxes 3163b and 0426b (which

are subtypes of intangible assets) with box 2143b. (4) Firms will complete new boxes P793b (common

equity tier 1 capital ratio – column A) and P793bb (common equity tier 1 capital ratio – column B), as

applicable, due to the addition of this capital ratio to Basel III regulations.

See infra sections II.A.3, II.D.5, IV.B, and VII.A.

See infra sections II.B.3, II.C.3, and VII.A.

utility of any functionality enabled by structured data (such as efficient retrieval of individual

data points from structured documents). 37

The Commission received several comments regarding the structured data requirements

for the Structured Documents. 38 These included comments related to structured data

requirements for specific filings or submissions, comments related to structured data

requirements more generally, comments related to the particular structured data languages

specified for the Structured Documents, and comments related to the costs, benefits, and burdens

arising from the structured data requirements. 39 Each of these comments is discussed

subsequently in the appropriate subsection or subsections of the release. 40

Amendments Regarding the FOCUS Report and Signature Requirements in

Rule 17a-5, 17a-12, and 18a-7 Filings

Finally, the Commission is adopting amendments regarding the FOCUS Report to

harmonize with other rules, make technical changes, and provide clarifications. In addition, the

Commission is adopting amendments to allow electronic signatures in Rule 17a-5, 17a-12, and

18a-7 filings, including the FOCUS Report.

II.

Requirements to Electronically File Covered SRO Forms

The Commission is amending certain Exchange Act rules and the Covered SRO Forms,

including their instructions, to eliminate the current paper copy filing method and instead require

electronic submission of the Covered SRO Forms. Changing from the current method of paper

See infra sections V.B.2 and VII.A.

See SIFMA 5/22/2023 Letter; Letter from Campbell Pryde, President and Chief Executive Officer, XBRL

US (May 22, 2023) (“XBRL Letter”); Letter from Howard Spindel, Senior Managing Director, Integrated

Solutions (May 22, 2023) (“Integrated Solutions Letter”).

See SIFMA 5/22/2023 Letter at 1–7, 9, 11, and 14; XBRL Letter; Integrated Solutions Letter at 1, 2, and 4.

For comments related specifically to structured data requirements for Form 1, Form CA-1, Rule 19b-4(e)

information, Form X-17A-5 Part III, Form 17-H, Form X-17A-19, Rule 15fi-3(c) notices, and Rule 15fk-1

reports, see infra sections II.A.3 and II.D.5, II.E.4, IV.A, IV.B, V.A, V.C.2, and V.D.2, respectively. For

comments related more generally to structured data requirements, see infra section VII.A. For comments

related to the economic implications of the structured data requirements, see infra sections X.B.3, X.C.1.b,

X.C.1.C., and X.E. A specific discussion of a comment related to substituted compliance and data is

contained earlier in this section. See supra notes 28 to 34.

filing to electronic submission of the Covered SRO Forms ultimately will increase efficiencies

and decrease costs for Filers with respect to their filing obligations.41 In addition the electronic

filing of the Covered SRO Forms will facilitate the Commission’s oversight of SROs by

streamlining the process of tracking and reviewing the filings made on the Covered SRO Forms.

The amendments require the Covered SRO Forms to be filed on EDGAR. The

Commission is requiring the use of the existing EDGAR system for the Covered SRO Forms

because these filings are similar to other filings that are currently submitted on EDGAR.

Furthermore, many of the Covered SRO Forms contain information that must be disclosed

publicly, and electronic conversion and/or publication of these filings by Commission staff is

labor intensive and time consuming. Requiring the submission of these filings on EDGAR will

facilitate more efficient transmission, analysis, dissemination, storage, and retrieval of

information, and will benefit the Commission, the submitting entities, investors, and other

market participants. As a result of the amendments to relevant Commission rules and forms as

described below, any Filer of the Covered SRO Forms who has not previously made an

electronic filing on EDGAR will need to apply for EDGAR access pursuant to the EDGAR Filer

Manual 42 in order to file documents on EDGAR. 43

For each of the Covered SRO Forms, the Commission is adding technical requirements to

the form’s general instructions to specify when a form is considered incomplete or deficient

when filed. Specifically, each Filer is required to provide all the information required by the

form, including the exhibits, and a filing that is incomplete or otherwise deficient may be

returned to the Filer. The general instructions for each form also set forth what composes a

complete filing. For instance, the general instructions for Form 1 now state that a completed

See infra section X.

See EDGAR Filer Manual, available at https://www.sec.gov/edgar/filermanual (“EDGAR Filer Manual”).

As discussed in more detail in the Paperwork Reduction Act section of this release, filers of Covered SRO

Forms have not previously made electronic filings on EDGAR. See infra section IX.C.1 (1.

Form

ID).

form filed with the Commission shall consist of Form 1, responses to all applicable items, and

any exhibits required in connection with the filing.

For each of the Covered SRO Forms, the general instructions require some or all of the

information reported on the forms (including, where applicable, the exhibits to the forms) to be

provided in a structured, machine-readable data language. 44 For Form 1 and Form CA-1, the

general instructions require the submissions to be provided in part using Inline XBRL and in part

using custom XML data languages specific to those Forms, with certain submissions that

constitute copies of existing documents of a Filer (such as copies of governing documents or

copies of contracts) to be included as text-searchable PDF attachments rather than structured

data. 45 For Form 1-N and Form 15A, only the cover page (i.e., execution page) of each form is

required to be structured in a custom XML data language, while the remainder of each form

remains unstructured. Finally, the information under Rule 19b-4(e)(2)(ii) is required to be

provided on the listing SRO’s website using a custom XML data language, thus making the

information machine-readable.

Structured Data Requirements for Covered SRO Forms

Form

Form 1-N

None

Custom XML

Requirements

Execution page,

Exhibits A (in part), B,

D, E (in part), I, N, Q

Execution page,

Exhibits C (in part), H

(in part), J, K, L, M, N,

17 CFR 240.6a-3(b)

(“Rule 6a-3(b)”)

volume reports

Execution page only

Form 15A

None

Execution page only

Form CA-1

Form 1

Inline XBRL

Requirements

Schedule A, Exhibits

C, F, H, J, K, L, M, O,

R, S

Exhibits D, E (in part),

Unstructured PDF

Requirements

Exhibits A (in part), E

(in part), G, P, T

Remainder of form

Exhibits A, B, C (in

part), E (in part), F, G,

H (in part), 17 CFR

240.6a-3(a)(1) (“Rule

6a-3(a)(1)”)

supplemental materials

Remainder of form

See also infra section V.A (discussing structured data requirements for Form X-17A-19, which is also filed

by SROs).

For example, the copies of governing documents that are required to be attached as Exhibit A to Form 1

and as part of Exhibit E to Form CA-1 are required to be included as a PDF attachment, rather than being

structured in Inline XBRL or custom XML. See infra sections II.A.3 and II.D.5.

For Form CA-1, Schedule A and Exhibits C, F, H, J, K, L, M, O, R, and S must be filed

in Inline XBRL. 46 The execution page and Exhibits A (in part), B, D, E (in part), I, N, and Q

must be filed in custom XML. 47 Exhibits A (in part), E (in part), G, P, and T must be filed as

unstructured PDF documents. 48

For Form 1, Exhibits D, E (in part), and I must be filed in Inline XBRL. 49 The execution

page, Exhibits C (in part), H (in part), J, K, L, M, N, and the 17 CFR 240.6a-3(b) (“Rule 6a3(b)”) volume reports must be filed in custom XML. 50 Exhibits A, B, C (in part), E (in part), F,

Schedule A to the execution page requires certain descriptive responses to complement the clearing

agency’s execution page disclosures. Exhibit C requires a description of the clearing agency’s

organizational structure. Exhibit F requires a description of material pending legal proceedings involving

the clearing agency. Exhibit H requires the clearing agency’s financial statements. Exhibit J requires a

description of the clearing agency’s services and functions. Exhibit K requires a description of the clearing

agency’s security measures and procedures. Exhibit L requires a description of the clearing agency’s

safeguarding measures and procedures. Exhibit M requires a description of the clearing agency’s backup

systems. Exhibit O requires a description of criteria governing access to the clearing agency’s services and

a description of the reasons for imposing such criteria. Exhibit R requires a schedule of prohibitions and

limitations on access to the clearing agency’s services. Exhibit S requires, if applicable, a statement

explaining why the clearing agency should be exempt.

The execution page requires identifying information about the filer and the document being filed. Exhibit

A requires, in relevant part, a list of persons controlling or directing the management or policies of the

clearing agency, and descriptions of any unwritten agreements or arrangements through which such persons

may exercise control or direction. Exhibit B requires a list of the clearing agency’s officers, managers, and

individuals occupying similar positions. Exhibit D requires a list of persons who are controlled by, or are

under common control with, the clearing agency, as well as a description of each control relationship.

Exhibit E requires, in relevant part, a list of dues, fees, and other charges imposed by the clearing agency

for its clearing activities. Exhibit I requires the addresses of all offices in which the clearing agency

conducts its activities, and an identification of the activities that are performed in each listed office. Exhibit

N requires a list of participants, or applicants for participation, in the clearing agency. Exhibit Q requires a

schedule of fees fixed by the clearing agency for services rendered by its participants.

Exhibit A requires, in relevant part, copies of written agreements with persons who may control or direct

the management or policies of the clearing agency. Exhibit E requires, in relevant part, a copy of the

currently effective constitution, articles of incorporation or association, bylaws, rules, procedures and

instruments corresponding thereto, of the clearing agency. Exhibit G requires copies of all contracts with

any national securities exchange, national securities association or clearing agency or securities market for

which the clearing agency acts as a clearing agency or performs clearing agency functions. Exhibit P

requires copies of any forms of contracts governing the terms on which persons may subscribe to clearing

agency services provided by the registrant. Exhibit T requires any conditions, reports, notices or other

submissions to the Commission required as directed in any order approving applications for exemption

from registration as a clearing agency.

Exhibit D requires the unconsolidated financial statements for the latest fiscal year for each of the

exchange’s subsidiaries and affiliates. Exhibit E requires, in relevant part, a description of the manner of

operation of the electronic trading system that the exchange uses to effect transactions. Exhibit I requires

audited financial statements for the exchange’s latest fiscal year.

The execution page requires identifying information about the filer and the document being filed. Exhibit

C requires, in relevant part, information regarding each subsidiary or affiliate of the exchange, and each

entity with whom the exchange has an agreement relating to the operation of an electronic trading system to

G, H (in part), and the 17 CFR 240.6a-3(a)(1) (“Rule 6a-3(a)(1)”) supplemental materials must

be filed as unstructured PDF documents. 51 For Forms 15A and 1-N, only the execution page

must be filed using a structured data language (custom XML). 52

Similarly, the information under Rule 19b-4(e)(2)(ii) is required to be provided on the

listing SRO’s website using a custom XML data language, thus making the information

machine-readable.

Structured Data Requirements for Rule 19b-4(e)

Disclosure

Rule 19b-4(e)

Information

Inline XBRL

Requirements

None

Custom XML

Requirements

Entire Rule 19b-4(e)

posting

Unstructured PDF

Requirements

The entire posting must

also be available as a

rendered PDF

document

be used to effect transactions on the exchange (such as the name and address of the organization, a brief

description of the nature and extent of the affiliation, and a brief description of the business or functions of

the organization). Exhibit H requires, in relevant part, a schedule of listing fees and a brief description of

the criteria governing which securities may be traded on the exchange. Exhibit J requires a list of the

exchange’s officers, governors, standing committee members, or persons performing similar functions.

Exhibit K requires a list of the exchange’s significant owners, shareholders, or partners. Exhibit L requires

descriptions of the criteria, conditions, and procedures governing membership in the exchange. Exhibit M

requires a list of members, participants, subscribers, or other users of the exchange, as well as a description

of each user’s activities. Exhibit N requires schedules of securities traded on the exchange. Rule 6a-3(b)

of the Exchange Act requires a report concerning the securities sold on the exchange during the previous

calendar month. See 17 CFR 240.6a-3(b).

Exhibit A requires copies of the constitution, articles of incorporation or association with all subsequent

amendments, and of existing bylaws or corresponding rules or instruments, whatever the name, of the

exchange. Exhibit B requires copies of all written rulings, settled practices having the effect of rules, and

interpretations of the Governing Board or other committee of the exchange in respect of any provisions of

the constitution, bylaws, rules, or trading practices of the exchange which are not included in Exhibit A.

Exhibit C requires, in relevant part, copies of the constitution, a copy of the articles of incorporation or

association including all amendments, and copies of the existing bylaws or corresponding rules or

instruments for each of the exchange’s subsidiaries or affiliates and for each entity with whom the

exchange has an agreement relating to the operation of an electronic trading system to be used to effect

transactions on the exchange. Exhibit E requires, in relevant part, a copy of the exchange’s users’ manual.

Exhibit F requires a complete set of all forms pertaining to membership, participation, or subscription to the

exchange, application for approval as a person associated with a member, participant, or subscriber of the

exchange, or any other similar materials. Exhibit G requires a complete set of all forms of financial

statements, reports, or questionnaires required of members, participants, subscribers, or any other users

relating to financial responsibility or minimum capital requirements for such members, participants, or any

other users. Exhibit H requires, in relevant part, a complete set of documents composing the exchange’s

listing applications, including any agreements required to be executed in connection with listing. Rule 6a3(a)(1) of the Exchange Act requires any material (including notices, circulars, bulletins, lists, and

periodicals) issued or made generally available to members of, or participants or subscribers to, the

exchange. See 17 CFR 240.6a-3(a)(1).

The execution page requires identifying information about the filer and the document being filed.

The requirement that the Covered SRO Forms be filed, and information pursuant to Rule

19b-4(e) be posted, using structured data languages allows the Commission and, if applicable,

investors, market participants, and other interested parties, to efficiently review and analyze the

information. 53 In addition, the requirement to file Covered SRO Forms on EDGAR in a

structured data language enables EDGAR to perform technical validations (i.e., programmatic

checks to ensure the documents are appropriately standardized, formatted, and complete) upon

intake of the documents, which will improve the quality of the filed data by decreasing the

incidence of non-substantive errors (such as the omission of values from fields that should

always be populated).

Based on the Commission’s experience in reviewing the Covered SRO Forms and

information posted pursuant to Rule 19b-4(e), the requirement to electronically file the Covered

SRO Forms and electronically post the information required pursuant to Rule 19b-4(e) allows for

more efficient use of Commission resources related to reviewing, assessing, and processing these

filings and postings. In addition, information provided on the Covered SRO Forms will be

captured automatically by EDGAR and is text-searchable or machine-readable. The information

posted pursuant to Rule 19b-4(e) will be machine-readable as well. As a result, these features

will facilitate the Commission’s oversight of SROs.

The amendments include no substantive changes to the information required to be filed

on the Covered SRO Forms or the information required to be posted pursuant to Rule 19b-4(e).

Rather, the amendment is intended simply to require and facilitate the electronic filing of the

Covered SRO Forms and the disclosure of the information required under Rule 19b-4(e), which

the SROs currently are required to provide to the Commission.

For more detailed discussions of the anticipated benefits associated with structured data requirements, see

infra sections VII.A. and X.C.1.b.

Form 1

Relevant Statutory Framework

Section 6(a) of the Exchange Act states, “[a]n exchange may be registered as a national

securities exchange . . . by filing with the Commission an application for registration in such

form as the Commission, by rule, may prescribe containing the rules of the exchange and such

other information and documents as the Commission, by rule, may prescribe as necessary or

appropriate in the public interest or for the protection of investors.” 54 Rules 6a-1, 6a-2, and 6a3 55 under the Exchange Act and Form 1 56 set forth the filing requirements for registration as a

national securities exchange and for exempt exchanges, as well as requirements for the filing of

supplemental material and reports.

Previous Requirements for Filing Form 1

Rule 6a-1 under the Exchange Act generally requires that an entity seeking to register as

a national securities exchange, or seeking an exemption from such registration based on limited

volume, file an application on Form 1 and correct any inaccuracy therein upon discovery. 57

Form 1 contains an execution page as well as 14 exhibits that must be filed by the exchange. 58

The Form 1 execution page requires certain basic information from the exchange, such as the

name and street and mailing addresses of the exchange; the name, title, and telephone number of

the exchange’s contact employee; and the legal status of the exchange (e.g., corporation or

limited liability company). The Form 1 exhibits require the exchange to provide, among other

things: its audited financial statements and unconsolidated financial statements for each

subsidiary or affiliate; its governing documents and rules; the names of its members, participants,

subscribers, and users; information regarding its non-member owners, shareholders, or partners;

See 15 U.S.C. 78f(a).

See 17 CFR 240.6a-1; 17 CFR 240.6a-2; 17 CFR 240.6a-3.

See 17 CFR 249.1.

See 17 CFR 240.6a-1.

For purposes of this section relating to Form 1, these entities are collectively referred to as “exchanges.”

and the securities it lists or trades. The instructions to Form 1 require that one original and two

copies of all the Form 1 materials be filed with the Commission in paper form. 59

Rule 6a-2 requires a registered national securities exchange or an exempt exchange 60 to

amend its Form 1 as specified therein. Specifically, pursuant to 17 CFR 240.6a-2(a) (“Rule 6a2(a)”), an exchange must file an amendment to its Form 1 within 10 days after it takes any action

that renders any part of its Form 1 execution page or the information provided in its Form 1

Exhibits C, F, G, H, J, K, or M inaccurate or incomplete. 61

Pursuant to 17 CFR 240.6a-2(b) (“Rule 6a-2(b)”), on or before June 30 of each year, a

national securities exchange or an exempt exchange 62 must file amendments to Exhibits D, I, K,

M, and N with the Commission.63 Pursuant to 17 CFR 240.6a-2(c) (“Rule 6a-2(c)”), on a

triennial basis, an exchange must file complete Exhibits A, B, C, and J with the Commission.64

Further, 17 CFR 240.6a-2(d) (“Rule 6a-2(d)”) provides alternative means for satisfying the

requirements to file amendments to certain exhibits. 65 These alternative means require that the

exchange: (i) on an annual or more frequent basis publish the information required by the

pertinent exhibits, or cooperate in its publication; 66 (ii) keep the information up to date and make

it available to the Commission and the public upon request; 67 or (iii) make the required

See 17 CFR 249.1.

For purposes of this paragraph, these entities are collectively referred to as “exchanges.”

See 17 CFR 240.6a-2(a).

For purposes of this paragraph, these entities are collectively referred to as “exchanges.”

See 17 CFR 240.6a-2(b).

See 17 CFR 240.6a-2(c).

See 17 CFR 240.6a-2(d). Rule 6a-2(d) applies to information required to be filed pursuant to paragraphs

(b)(2) and (c) of Rule 6a-2. Rule 6a-2(d) sets forth alternative means of providing access to the information

contained in Exhibits A, B, C, J, K, M, and N in lieu of filing the information with the Commission.

The exchange would need to: (i) identify the publication in which the information is available, the name,

address, and telephone number of the person from whom such publication may be obtained, and the price

of the publication; and (ii) certify the accuracy of such information as of its publication date. 17 CFR

240.6a-2(d)(1).

The exchange would need to certify that the information is kept up to date and is available to the

Commission and the public upon request. 17 CFR 240.6a-2(d)(2).

information available continuously on an internet website controlled by the exchange. 68 As with

Form 1 filings pursuant to Rule 6a-1, all amendments to Form 1 pursuant to Rule 6a-2 currently

are submitted in paper form in accordance with the instructions to Form 1. 69

Pursuant to Rule 6a-3, a national securities exchange or an exempt exchange also must

file certain supplemental material and reports with the Commission.70 Specifically, Rule 6a3(a)(1) requires an exchange to file with the Commission any material issued or made generally

available to members of, or participants or subscribers to, the exchange within 10 days after

issuing or making such material available to such members, participants or subscribers. 71 17

CFR 240.6a-3(a)(2) (“Rule 6a-3(a)(2)”) provides that, if information required by Rule 6a-3(a)(1)

is available continuously on a website controlled by the exchange, in lieu of filing such

information, the exchange may indicate the location of the website where the information can be

found, and certify that the information is accurate as of its date. 72 Rule 6a-3(b) requires an

exchange to file, within 15 days after the end of each calendar month, a volume report of

securities transactions on the exchange during the calendar month. As with filings pursuant to

Rules 6a-1 and 6a-2, all filings pursuant to Rule 6a-3 were previously submitted in paper form. 73

Form 1 filings are made available to the public. 74 Form 1 filings made pursuant to preexisting Rule 6a-1 are scanned and the resulting PDF documents are posted on the Commission’s

The exchange would need to: (i) indicate the location of the internet website where such information may

be found; and (ii) certify that the information available at such location is accurate as of its date. 17 CFR

240.6a-2(d)(3).

See 17 CFR 249.1.

See 17 CFR 240.6a-3.

See 17 CFR 240.6a-3(a)(1).

See 17 CFR 240.6a-3(a)(2).

See 17 CFR 240.6a-3(b). This report must set forth: (i) the number of shares of stock sold and the

aggregate dollar amount of such stock sold; (ii) the principal amount of bonds sold and the aggregate dollar

amount of such bonds sold; and (iii) the number of rights and warrants sold and the aggregate dollar

amount of such rights and warrants sold. Id.

When the Commission previously amended Form 1 and Rules 6a-1, 6a-2, and 6a-3, it stated that “[t]he

information collected, retained, and/or filed pursuant to the rules for registration as a national securities

exchange will not be confidential and will be available to the public.” Exchange Act Release No. 40760

(Dec. 8, 1998), 63 FR 70844, 70912 (Dec. 22, 1998) (Regulation of Exchanges and Alternative Trading

website. Form 1 filings made pursuant to pre-existing Rule 6a-2 are scanned and the resulting

PDF documents are uploaded to EDGAR. Form 1 filings made pursuant to pre-existing Rule 6a3 are available for inspection in paper form in the Commission’s public reading room.

Requirement to Electronically File Form 1

The Commission is amending Rules 6a-1, 6a-2, and 6a-3 under the Exchange Act, as well

as Form 1 and the instructions to Form 1, to require the electronic filing on EDGAR of all

submissions required by the rules. 75 As explained in section II above, among other benefits,

these amendments should increase efficiencies related to the filing of these forms and the review

and analysis of the filed forms by the Commission and its staff as well as by investors, market

participants, and other interested parties. In addition, the Commission is adopting conforming

changes to Rule 3(b)(2) of its Informal and Other Procedures, 76 discussed below, 77 to clarify that

defective applications on Form 1 will be returned to the applicant and, although permitted as an

option under the current rule, defective applications no longer will be held by the Commission.

A description of the Commission’s amendments to Rules 6a-1, 6a-2, and 6a-3, Form 1, and the

instructions to Form 1 to implement the electronic filing requirement is provided below.

Amendments to Rules 6a-1, 6a-2, and 6a-3

The Commission is adding a new paragraph (e) to Rule 6a-1 to require the electronic

filing on EDGAR of all Form 1 filings and amendments to such filings. The Commission also is

amending Rules 6a-2(a), (b), and (c) to mandate the electronic filing on EDGAR of the Form 1

amendments under those paragraphs by requiring the electronic filing of those amendments, in

Systems Adopting Release). Consistent with this statement, the Instructions to Form 1 specify that “[n]o

assurance of confidentiality is given by the Commission with respect to the responses made in Form 1. The

public has access to the information contained in Form 1.”

The Commission is also making a technical modification, not included in the Proposing Release, to Rule

232.101 (17 CFR 232.101(a)(1)) to include Form 1 in the list of filings required to be filed electronically.

See 17 CFR 202.3(b)(2).

See infra section II.G.

accordance with 17 CFR 240.6a-1(e) (“Rule 6a-1(e)”). 78 Moreover, the Commission is updating

in Rule 6a-2(c) the due date for the next filings due pursuant to Rule 6a-2(c), from June 30,

2001, to June 30, 2025.

As stated earlier in this section, Rule 6a-3 requires national securities exchanges and

exempt exchanges to file certain supplemental material and reports with the Commission after

registration or being granted an exemption from registration. The Commission is amending Rule

6a-3 to require national securities exchanges and exempt exchanges to file on EDGAR such

supplemental material and reports electronically on Form 1, in accordance with Rule 6a-1(e).

Amendments to Form 1 and the Form 1 Instructions

In addition to the revisions to Rules 6a-1, 6a-2, and 6a-3, the Commission is revising and

reformatting Form 1, and the instructions thereto, to accommodate the electronic filing on

EDGAR of initial applications, subsequent amendments, supplemental material, and reports that

are made on Form 1. The changes to Form 1 to permit electronic submission to the Commission

require minimal modifications to the form, as described below. The Commission also is revising

the Form 1 instructions to facilitate the electronic filing and machine-readability of Form 1. 79 As

discussed below, these revisions to Form 1 facilitate the filing and use of the information

mandated by Form 1 and related Rules 6a-1, 6a-2, and 6a-3. 80

The Commission also is making a technical amendment to remove two extraneous commas from the text of

Rule 6a-2(a). The Commission further is amending paragraph (d) of Rule 6a-2 to clarify that any

certifications and other information permitted under that paragraph in lieu of filing the required documents

as exhibits to Form 1 must be provided using Form 1. This change should facilitate compliance with the

Rule 6a-2 requirements by exchanges and exempt exchanges by clarifying and standardizing the means to

file any certifications and other information submitted pursuant to paragraph (d) of Rule 6a-2.

In addition, the Commission is removing the definition of the word “applicant” from the Form 1

instructions and replacing the word “applicant” with the word “exchange” on Form 1. Currently, Form 1

uses both the words “exchange” and “applicant” to refer to the entity filing the Form 1. The Commission is

making this technical, change to make consistent the terminology used in Form 1.

The Commission is also making some technical amendments to what was proposed for Form 1 and Rules

6a-2 and 6a-3. In particular, the Commission is: (1) in Rules 6a-2 and 6a-3, removing the redundant

qualifier “of this chapter” from the cross-references to Rule 6a-1(e); (2) in Section I of Form 1, adding the

parenthetical “if any” next to “Facsimile”; (3) in Section V of Form 1, capitalizing certain words in the

headings of the table of exhibits; (4) in Section V of Form 1, replacing “by-laws” with “bylaws”; (5) in

Section V of Form 1 and in the Form 1 General Instructions, replaced “comprising” with “composing”; (6)

in the Form 1 General Instructions, updating the estimated hourly burden of completing an initial Form 1

Electronic Form 1 solicits information through prompts on the form. Electronic Form 1

also requires an exchange to attach exhibits via a new exhibit table that is part of electronic Form

1. Where Rule 6a-2 allows for alternative means of filing the information required under certain

exhibits, the new exhibit table permits an exchange to electronically provide the certifications

and details necessary for an exchange to avail itself of those alternative means. The information

required to be filed with the exhibits is not changing. Currently, Rule 6a-2 provides that in lieu

of filing certain exhibits as part of a paper Form 1 submission, an exchange may: (i) identify

where such information is published and certify its accuracy as of its publication date; (ii) certify

that the information is available to the Commission and the public upon request; or (iii) indicate

the location of the internet website where such information may be found and certify that the

information available at such location is accurate as of its date. 81 The amendments do not

change the availability of these alternative means, only the method of providing the necessary

certifications and details. As described above, instead of attaching paper exhibits, the

amendments require the exhibits to be submitted electronically on EDGAR. Similarly, instead of

providing on paper the certifications and details required for an exchange to avail itself of these

alternative means, the amendments require those certifications and details to be provided via the

electronic Form 1. In the event an exchange indicates on Form 1 an internet website where such

information may be found, where applicable, the Commission is requiring the exchange to

provide on Form 1 the Uniform Resource Locator(s) (“URL(s)”) of the location(s) on the internet

website where such information may be found, and to certify that information posted on such a

application from the old estimate of 891 hours to the new estimate of 901 hours; (7) in the Form 1 General

Instructions, clarifying that the estimated hourly burden of 26 hours to prepare a Form 1 amendment refers

to Form 1 amendments filed pursuant to Rules 6a-2(a) and 6a-2(c); and (8) in the Form General

Instructions, specifying that the estimated hourly burden to prepare a Form 1 amendment pursuant to Rule

6a-2(b) is 40 hours.

See 17 CFR 240.6a-2(d).

website is accurate as of its date and is free and accessible (without any encumbrances or

restrictions) by the general public.

For electronic Form 1, the Commission is adding prompts prior to section I that require

the exchange to identify the basis for submitting the form. Specifically, electronic Form 1

requires the exchange to check a box stating one of the following: (i) whether the filing is an

initial Form 1 application and if it is, whether the exchange is applying to be a national securities

exchange or an exempt exchange; (ii) whether the filing is an amendment to an initial Form 1

application prior to Commission action to grant registration or an exemption based on limited

volume; (iii) whether the filing is to provide the exchange’s consent to an extension of the time

period within which the Commission must take action on an initial Form 1 application; 82 (iv)

whether the filing is to withdraw an initial Form 1 application prior to the Commission taking

action on the application; (v) whether the filing is an amendment to Form 1 pursuant to Rule 6a2 following the Commission’s granting of registration or an exemption; or (vi) whether the filing

is supplemental material or reports pursuant to Rule 6a-3. 83 Previously, there was no place on

Form 1 for an exchange to indicate the type of filing that it is submitting. For example,

previously Form 1 did not provide an exchange the ability to indicate whether an initial Form 1

filing is an application to be a national securities exchange or an exempt exchange. Accordingly,

capturing information regarding the type of Form 1 filing facilitates the exchange’s

communication with the Commission and helps the Commission more efficiently review Form 1

submissions.

Electronic Form 1 also captures contact information for the exchange and certain

individuals. Consistent with the previous version of Form 1, electronic Form 1 requires the

Such consents to an extension of the time period within which the Commission must act currently are

submitted as letters in paper form. Adding the ability to indicate that the exchange consents to an extension

of time on electronic Form 1 will streamline the process for making such a submission. See 15 U.S.C.

78s(a)(1)(B).

The Commission also is amending the instructions to Form 1 to add a new section titled “When to Use the

Form,” which explains when Form 1 filings are required.

exchange to identify contact information for the exchange, a contact employee, and counsel for

the exchange. Unlike previous Form 1, electronic Form 1 additionally requires an email address

for the contact employee, which could take the form of an email to a specific contact employee

or a general email to a group of contact employees. The requirement to provide an email address

for the exchange contact employee expedites communications between Commission staff and the

relevant exchange.

Electronic Form 1 requires an exchange to electronically attach exhibits by using an

exhibit table. The exhibit table contains columns for the name of the exhibit, information

required by the exhibit, whether alternative means of satisfying the filing of an exhibit are

available for that particular exhibit (e.g., URL(s)), if permitted by applicable Commission rule,

and checkboxes to indicate whether such alternative means are being used. 84 The information

required by the exhibits to electronic Form 1 remains the same as previous Form 1. In addition,

to facilitate the electronic filing of the supplemental materials required under 17 CFR 240.6a3(a) (“Rule 6a-3(a)”) and the volume reports required under Rule 6a-3(b), the Commission is

adding new sections III and IV, respectively, to Form 1. Sections III and IV do not add new

requirements beyond those currently included in Rules 6a-3(a) and (b). Rule 6a-3(a) requires

exchanges to file certain information with the Commission or, in the alternative, to indicate

where such information can be found on an internet website controlled by the exchange. The

amendments require the filing of this information through section III of electronic Form 1 or, in

the alternative, to provide through section III of electronic Form 1 the URL(s) of the location(s)

on the internet website where such information can be found. If an exchange chooses this latter

option and provides URL(s) of an internet website where such information can be found, section

III also clarifies that such website must be free and accessible (without any encumbrances or

restrictions) by the general public. Likewise, section IV does not change the substance of what

See supra notes 66-68.

must be filed; it merely requires the filing of the volume reports required under Rule 6a-3(b) to

be made on electronic Form 1 instead of in paper format.

Furthermore, electronic Form 1 continues to require an exchange to consent to service of

any civil action brought by, or notice of any proceeding before, the Commission in connection

with its activities. The existing language under which the exchange consents to service via

registered or certified mail at the main or mailing address provided on Form 1 continues to be

included in the electronic form. 85

In addition, electronic Form 1 requires the individual who is submitting the form to check

a box on behalf of the exchange to represent that the information and statements contained in the

Form 1, including exhibits, schedules, or other documents, are current, true, and complete. The

previous requirement to sign and notarize the form is being eliminated because it is unnecessary,

not compatible with, and not required for electronic filing on EDGAR.

Finally, electronic Form 1 requires exchanges to structure Exhibits D (unconsolidated

financial statements of each of the exchange’s subsidiaries or affiliates), E (description of the

electronic trading system’s manner of operation, except for the attached copy of the users’

manual), and I (audited financial statements of the exchange) in Inline XBRL. The execution

page, Exhibits C (information regarding each of the exchange’s subsidiaries, affiliates, and

entities with whom the exchange has an agreement relating to the operation of the exchange’s

electronic trading system, except for the copies of existing documents listed below), H (listing

fee schedule and brief description of the criteria governing which securities may be traded on the

exchange, except for the copies of existing documents listed below), J (list of officers, governors,

standing committee members, or persons performing similar functions), K (list of significant

shareholders or partners), L (description of criteria, conditions, and procedures governing

membership in the exchange), M (list of members, participants, subscribers, or other users of the

The Commission also is deleting the outdated provision allowing for service of any civil action pursuant to

confirmed telegram.

exchange and description of each user’s activities), N (schedules of securities traded on the

exchange), and the information required under Rule 6a-3(b) (reports regarding the securities sold

on the exchange over the previous calendar month) must also be structured, albeit in a custom

XML data language specific to Form 1 rather than in Inline XBRL.

Attached copies of existing documents, including those filed with Exhibits A

(constitution, articles of incorporation or association, and existing bylaws or corresponding rules

or instruments of the exchange), B (written rulings, settled practices having the effect of rules,

and interpretations of the Governing Board or other committee of the exchange in respect of any

provisions of the constitution, bylaws, rules, or trading practices of the exchange), C (written

rulings, settled practices having the effect of rules, and interpretations of the Governing Board or

other committee of the exchange in respect of any provisions of the constitution, bylaws, rules,

or trading practices of the exchange’s affiliates, subsidiaries, or entities with whom the exchange

has an agreement related to the operation of the exchange’s electronic trading system), E (listing

applications and required agreements), F (forms pertaining to membership, participation, or

subscription, application for approval as a person associated with a member, participant, or

subscriber of the exchange, or any other similar materials), G (forms of financial statements,

reports, or questionnaires required of members, participants, subscribers, or any other users

relating to financial responsibility or minimum capital requirements for such members,

participants, or any other users), H (listing applications and agreements required to be executed

in connection with listing), and the information required under Rule 6a-3(a)(1) (supplemental

materials issued or made available to members of, or participants or subscribers to, the

exchange), must be filed as unstructured PDF documents.

Structured Data Requirements for Form 1

Inline XBRL

Custom XML

Unstructured PDF

Exhibits D, E (in part), I

Execution page, Exhibits C (in part), H (in part), J, K, L, M, N, Rule 6a3(b) monthly reports

Exhibits A, B, C (in part), E (in part), F, G, H (in part), Rule 6a-3(a)(1)

supplemental materials

The structuring requirements will facilitate access to the exchange’s disclosures (such as

by enabling efficient retrieval of only those disclosures filed by a subset of exchanges over

particular reporting periods) and their analysis (such as by enabling efficient comparisons of

individual disclosures or sets of disclosures across different exchanges and reporting periods).

This will benefit market participants through enhanced oversight of the exchanges. For example,

Commission staff will be able to leverage the machine-readability of Exhibit I to automatically

flag any atypical fluctuations in particular financial line items across every exchange’s financial

statements, and assess whether closer examination of any such fluctuations is warranted.

Similarly, Commission staff will be able to leverage the machine-readability of Exhibit E by

retrieving automated redline comparisons of the manner of operations description disclosed by

exchanges from prior reporting periods to the current reporting period, thus pinpointing any

widespread operational changes for further assessment.

Market participants (such as issuers, analysts, and other exchanges) will also benefit from

direct use of the machine-readable disclosures on Form 1. For example, the structuring

requirement for Exhibit I will allow analysts to more quickly and efficiently compare the audited

financial statements of exchanges as they determine the exchange on which they list their

securities. Without the structured data requirements, these analyses, to the extent they are done,

need to be performed manually, such as by gathering the current and former financial statements

for each exchange and entering all financial line items of interest into databases, resulting in a

less efficient and precise process. In addition, the structured data requirement enables EDGAR

to perform technical validations (i.e., programmatic checks to ensure the documents are

appropriately standardized, formatted, and complete) upon intake of the Form 1 disclosures, thus

improving the quality of the filed data by decreasing the incidence of non-substantive errors

(such as the omission of values from fields that should always be populated).

The nature and extent of such benefits may vary based on the content of each Form 1

Exhibit. As discussed in the subsequent economic analysis, studies of XBRL requirements for

public operating company financial statements indicate a number of benefits for investors and

market participants. 86 The probability that, and extent to which, these particular benefits arise

from structured Form 1 disclosures could be heightened for Exhibits D and I, which likewise

include structured financial statements under the rule amendments. In addition, the particular

benefits of structuring data will vary based on the type of disclosures included in each particular

Exhibit. Structured numerical disclosures, such as those included on Exhibit I, lend themselves

to mathematical functionality, such as the calculation of key ratios or the identification of

extreme statistical outliers. Structured textual disclosures, such as those included on Exhibit E,

lend themselves to targeted keyword searching and more sophisticated sentiment analysis.

After consideration, the Commission, as proposed, is requiring Inline XBRL for certain

exhibits to Form 1 and custom XML for others because each data language is better suited for

particular types of disclosures. Exhibits D and I require disclosure of financial statements, and

Inline XBRL was designed to accommodate financial statement information, including the

particular metadata (e.g., the relevant fiscal period, whether the line item is on the balance sheet,

and whether the line item is a credit or debit) that must be linked to each data point within the

financial statements to fully convey its semantic meaning to a machine reader. Exhibit E

requires narrative disclosure regarding the trading system’s manner of operations, and whereas

custom XML data languages only have the capacity to accommodate brief narrative descriptions,

Inline XBRL can accommodate longer narrative descriptions with presentation capabilities that

preserve human-readability and maintain machine-readability. 87

The execution page of Form 1, Exhibits C (in part), H (in part), J, K, L, M, and N to

Form 1, and the Rule 6a-3(b) reports filed on Form 1 do not require such content. For these

See infra section X.C.1.b.

Compare, for example, the Inline XBRL requirement for the description of investment strategies that openend funds disclose on Form N-1A to the custom XML requirement for the brief description of the

applicant’s business that SBS Entities disclose on Form SBSE. See Item 4 of Form N-1A; Item 7 of Form

SBSE.

disclosures, the use of custom XML data languages is preferable to Inline XBRL, because it

yields smaller file sizes and therefore enables more streamlined processing of the information. 88

Requiring custom XML rather than Inline XBRL for these disclosures is also preferable

because it enables EDGAR to generate fillable web forms that permit exchanges to input their

disclosures into form fields rather than structure their disclosures in custom XML themselves.

This added flexibility could ease the burden of compliance on exchanges in some instances,

although exchanges may have the requisite sophistication to encode the disclosures in custom

XML themselves without relying on fillable web forms. 89

The Commission is requiring exchanges to file copies of existing documents, such as

copies of bylaws, written agreements, and listing applications, as unstructured PDF attachments.

An unstructured PDF requirement is preferable to a structured data requirement for these

documents, because requiring exchanges to retroactively structure these existing documents,

which were prepared for purposes outside of fulfilling the Commission’s disclosure

requirements, is likely to impose costly compliance burdens on exchanges that may not be

justified in light of the commensurate informational benefits associated with more efficient

disclosure use. Thus, the structured data requirements are not warranted for these copies of

existing documents.

One commenter suggested that all items in Form 1 should be submitted in XBRL, except

for copies of existing documents which could be submitted in PDF and linked via tags in an

XBRL document. 90 The commenter stated that there were different “flavors” of XBRL such as

XML, XHTML (i.e., Inline XBRL), JSON, and CSV, each appropriate for slightly different

reporting needs, and that requiring Inline XBRL for Form 1 would be advisable due to the

See also infra section X.E.4 (discussing other structured data languages that would result in smaller file

sizes than Inline XBRL).

See infra sections IX.D.2 and X.C.2.b.

See XBRL Letter at 3-4. The commenter agreed that requiring exchanges to retroactively structure existing

documents is likely to be overly burdensome. See id. at 4.

financial and narrative data that Form 1 elicits. 91 The Commission agrees with the commenter

that Inline XBRL is suitable for financial and narrative data, and is therefore requiring Inline

XBRL for those Form 1 exhibits with financial disclosures (i.e., Exhibits D and I) and extended

narrative disclosures (i.e., Exhibit E except for the copy of the users’ manual). However, the

Commission disagrees with the commenter that an Inline XBRL requirement would be more

suitable than a custom XML requirement for the other structured Form 1 disclosures.

In that regard, the commenter stated that requiring a custom XML schema designed to fit

a single reporting situation—in contrast with XBRL, which is designed for many reporting

situations and for which there is a large competitive marketplace of tools to support reporting

preparation—must be managed with custom applications, and using such applications will likely

be more expensive for filers than using existing XBRL applications. 92 However, the

Commission disagrees that the preparation of custom XML Form 1 exhibits must be managed

with custom applications, because exchanges will have means of complying with Form 1 custom

XML requirements that do not entail the use of such applications. First, exchanges are

sophisticated entities and likely have experience encoding disclosures using custom XML

schemas without the use of custom applications. Exchanges are likely able to leverage that

experience to create custom XML Form 1 exhibits without the need to incur additional expense.

Second, exchanges will have the option to forgo creating structuring custom XML Form 1

exhibits altogether, and instead input their disclosures into a fillable web form that EDGAR will

make available to Form 1 filers. Exchanges that use the fillable form option will similarly not

need to create custom commercial applications to prepare the custom XML exhibits. In either

case above, exchanges will be able to comply with the custom XML Form 1 requirements

without needing to incur additional expense by creating any application specifically designed to

prepare data using the custom XML schema for Form 1 exhibits.

See id. at 4.

See id.

The commenter also stated that it would be more efficient for data users to extract data

from Form 1 if all the data were structured in Inline XBRL, because software applications would

be more easily able to extract data from documents if everything contained in the document were

identically structured. The Commission agrees with the commenter that using different

structured data languages for Form 1 will make it more difficult to incorporate the Inline XBRL

disclosures filed on Form 1 into the same datasets and applications as the custom XML

disclosures filed on Form 1 and run analyses across the differently formatted Form 1 disclosures,

without undertaking data conversion processes that are frequently burdensome and imprecise.

Nonetheless, the streamlined data processing associated with the smaller sizes of the custom

XML exhibits and execution page, as described earlier in this section, justifies the use of custom

XML structuring for some Form 1 exhibits rather than Inline XBRL structuring for all Form 1

exhibits.

With respect to the copies of existing documents proposed to be submitted as PDF

documents, the commenter stated that retroactively structuring such documents is likely to be

overly burdensome, but that the information could be made more accessible by requiring

reporting entities to prepare a single XBRL document with tagged and appropriately labeled

links to the various PDF documents. 93 The Commission agrees with the commenter that

retroactive structuring of such documents is not justified in light of the burdens on exchanges.

The Commission does not agree that requiring exchanges to prepare an XBRL document with

tagged and labeled links to the various PDF exhibits is appropriate, because the exhibit table

requirement in electronic Form 1 will already provide sufficient accessibility and clarity as to the

exhibits contained in Form 1 (including allowing for PDF exhibits) without requiring exchanges

to prepare a separate XBRL document. Specifically, the Commission is requiring an exchange

filing Form 1 to electronically attach PDF exhibits, identify the name of each PDF exhibit, the

See id. at 2 and 4.

information required by each PDF exhibit, whether alternative means of satisfying the filing of

an exhibit are available for that particular PDF exhibit, and whether such alternative means are

being used to file that particular PDF exhibit. Because this set of requirements will facilitate

Form 1 data users finding and accessing PDF exhibits, the Commission disagrees with the

commenter that exchanges should be required to prepare a single XBRL document with tagged

links to the various PDF documents with appropriate labels.

Form 1-N

Relevant Statutory Framework

Section 6 of the Exchange Act 94 sets out a framework for the registration and regulation

of national securities exchanges. The Exchange Act was amended by the Commodity Futures

Modernization Act of 2000 (“CFMA”) 95 to allow the trading of security futures products. Under

the CFMA, markets that wish to trade security futures products are regulated jointly by the

Commission and the CFTC. The Exchange Act, as amended by the CFMA, provides that futures

exchanges that meet certain criteria and that wish to trade security futures products may file

notice with the Commission to become a “Security Futures Product Exchange.” 96

Previous Requirements for Filing Form 1-N

Rule 6a-4 under the Exchange Act 97 sets forth the notice registration procedures for

Security Futures Product Exchanges and permits futures exchanges to submit a notice

registration on Form 1-N. 98 Form 1-N requires information regarding how the futures exchange

operates, its rules and procedures, corporate governance, its criteria for membership, its

subsidiaries and affiliates, and the security futures products it intends to trade. Rule 6a-4 also

requires entities that have submitted an initial Form 1-N to file: (1) amendments to Form 1-N in

See 15 U.S.C. 78f.

See Pub. L. No. 106-554, Appendix E, 114 Stat. 2763.

See 15 U.S.C. 78f(g).

See 17 CFR 240.6a-4.

See 17 CFR 249.10.

the event any information provided in the initial Form 1-N is rendered inaccurate or incomplete;

(2) periodic updates of certain information provided in the initial Form 1-N; (3) certain

information that is provided to the Security Futures Product Exchange’s members; and (4) a

monthly report summarizing the Security Futures Product Exchange’s trading of security futures

products. The information required to be filed with the Commission pursuant to Rule 6a-4 is

designed to enable the Commission to carry out its statutorily mandated oversight functions and

to ensure that Security Futures Product Exchanges continue to be in compliance with the

Exchange Act.

Requirement to Electronically File Form 1-N

The Commission is amending Rule 6a-4 under the Exchange Act, as well as Form 1-N

and the instructions to Form 1-N, to require the electronic filing on EDGAR of all submissions

required by the rule and form. 99 As explained in the introduction to this section, 100 among other

benefits, these amendments will increase efficiencies and decrease overall costs 101 related to the

filing of these forms and the review of the filed forms by the Commission and its staff. A

description of the Commission’s amendments to Rule 6a-4, Form 1-N, and the instructions to

Form 1-N to implement this electronic filing requirement is provided below.

Amendments to Rule 6a-4

The Commission is adding a new paragraph (d) to Rule 6a-4 to require the electronic

filing of Form 1-N on EDGAR for exchange notice registrations and amendments made under

Rule 6a-4 in accordance with the requirements of Regulation S-T. 102

The Commission is also making a technical modification, not included in the Proposing Release, to Rule

232.101 (17 CFR 232.101(a)(1)) to include Form 1-N in the list of filings required to be filed

electronically.

100

See supra introductory text to section II.

101

As discussed in more detail in the Economic Analysis, some entities that currently do not use EDGAR may

incur relatively small initial costs to submit filings on EDGAR and there are some potential costs

associated with structuring certain information. However, savings from filing these forms electronically

rather than in paper is expected to be greater than the costs. See infra X.C.1.a.

102

Regulation S-T governs the electronic submission of documents filed or otherwise submitted to the

Commission and encompasses the general rules and regulations for electronic filing via the EDGAR

system. See 17 CFR 232.10 through 232.501.

The Commission also is amending the text of Rule 6a-4 to accommodate electronic filing,

as well as to make minor corrections and clarifications. Specifically, the Commission is

modifying Rules 6a-4(a)(1) and 6a-4(c)(2) to resolve existing typographical errors and Rule 6a4(b)(1)(i) to refer to the appropriate section of Form 1-N, rather than the “Execution Page,” to

reflect the shift to electronic filing. The Commission is amending Rules 6a-4(b)(5)(i), (ii) and

(iii) to delete the phrase “satisfy this filing requirement by” because the language is superfluous.

The Commission is making conforming changes to Rules 6a-4(b)(5)(i)(A) and (B), and 6a4(b)(5)(ii) and (iii)(A) and (B) to clarify that certain certifications by the exchange and listing of

websites containing information required by Rule 6a-4 are required to be made on electronic

Form 1-N. The Commission further is updating the due dates in Rules 6a-4(b)(3) and (4) for the

next annual and triennial filings from June 30, 2002, and June 30, 2004, to June 30, 2025.

Finally, the Commission is making non-substantive changes to Rules 6a-4(a)(1)(i), 6a4(a)(1)(i)(B), and 6a-4(a)(1)(ii)(B) to update cross-references in those rules to the Commodities

Exchange Act to reflect changes to the Commodities Exchange Act resulting from the DoddFrank Act.

Amendments to Form 1-N and the Form 1-N Instructions

In addition to the revisions to Rule 6a-4, the Commission is revising and reformatting

Form 1-N, and the instructions thereto, to accommodate the electronic filing of initial notices,

subsequent amendments, supplemental material, and reports that are made on Form 1-N. The

changes to Form 1-N to permit electronic filing to the Commission require minimal

modifications to the form, as described below. The Commission also is revising the Form 1-N

instructions to facilitate the electronic filing of Form 1-N on EDGAR. As explained in the

introduction to this section, 103 these revisions address when a form is considered incomplete or

deficient when filed and use of a custom XML data language for the cover page. These revisions

103

See supra introductory text to section II.

to Form 1-N and the Form 1-N instructions will facilitate the filing of the information mandated

by Form 1-N and Rule 6a-4.

Electronic Form 1-N solicits information through prompts on the form that are expected

to better organize the information collected. Electronic Form 1-N also requires an exchange to

attach exhibits (or provide website URL(s) where applicable) via a new exhibit table that is part

of electronic Form 1-N. The exhibit table contains columns for the name of the exhibit,

information required by the exhibit, whether alternative means of satisfying the filing of an

exhibit are available for that particular exhibit (e.g., URL(s)), if permitted by applicable

Commission rule, and checkboxes to indicate whether such alternative means are being used.

Where Rule 6a-4 allows for alternative means of filing the information required under certain

exhibits, the new exhibit table permits an exchange to electronically provide the certifications

and details necessary for an exchange to avail itself of these alternative means. The information

required to be filed with the exhibits is not changing. Rule 6a-4 provides that in lieu of filing

certain exhibits as part of a paper Form 1-N submission, an exchange may either: (i) identify

where such information is published and certify its accuracy as of its publication date; (ii) certify

that the information is available to the Commission and the public upon request; or (iii) indicate

the location of the internet website where such information may be found and certify that the

information available at such location is accurate as of its date. 104 The amended rule does not

change the availability of these alternative means, only the method of providing the necessary

certifications and details. As described above, instead of attaching paper exhibits, those exhibits

need to be submitted electronically. Similarly, instead of providing on paper the certifications

and details required for an exchange to avail itself of these alternative means, those certifications

and details need to be provided via the electronic Form 1-N. In the event an exchange indicates

on Form 1-N the location(s) of an internet website where such information may be found, where

104

See 17 CFR 240.6a-2(b)(5).

applicable, the Commission is requiring the exchange to provide the URL(s) of the location(s) on

the internet website where such information may be found, to certify that the information posted

on such website(s) is accurate as of its date and is free and accessible (without any encumbrances

or restrictions) to the general public, as an alternative to filing certain exhibits required by

electronic Form 1-N.

For electronic Form 1-N, the Commission is adding prompts prior to section I that require

the exchange to identify the basis for submitting Form 1-N. Specifically, electronic Form 1-N

requires the exchange to check a box stating one of the following: (i) whether the filing is an

initial notice of registration; (ii) whether the filing is an amendment to the notice of registration;

(iii) whether the exchange is providing its annual filing for the year; (iv) whether the exchange is

providing a triennial filing; (v) whether the exchange is providing supplemental materials; or (vi)

whether the exchange is providing a report of security futures products traded during the prior

calendar month.

The Commission also is amending the instructions to Form 1-N to add a new section

titled “When to Use the Form,” which explains when Form 1-N filings are required, and which

of the six types of Form 1-N filing is required (e.g., initial registration, supplemental material).

Currently, there is no place on Form 1-N for an exchange to indicate the type of filing that it is

submitting, other than whether it is an application or an amendment. Capturing information

regarding the type of Form 1-N filing: (1) enhances the exchange’s communication with the

Commission; (2) helps the Commission more efficiently review Form 1-N submissions; and (3)

facilitates the searching and sorting through of Form 1-N submissions by other potential users

such as market participants and investors.

Electronic Form 1-N also captures contact information for the exchange and certain

individuals. Consistent with previous Form 1-N, electronic Form 1-N requires the exchange to

identify contact information for the exchange, a contact employee, and counsel for the exchange.

Unlike previous Form 1-N, electronic Form 1-N additionally requires an email address for the

contact employee and an email address for the exchange’s counsel. The requirement to provide

an email address for the exchange contact employee and the exchange’s counsel expedites any

subsequent communications between Commission staff and the relevant exchange.

In addition, to facilitate the electronic filing of the supplemental materials and monthly

reports required under Rule 6a-4(c), the Commission is adding new sections III and IV,

respectively, to Form 1-N. 105 Sections III and IV require such materials and reports to be

attached to Form 1-N via the new exhibit table in the same manner as exhibits to Form 1-N, and

section III provides the exchange with the ability to enter URL(s) to the website location of the

supplemental materials in lieu of its filing the supplemental materials via Form 1-N. Sections III

and IV do not add new requirements beyond those previously included in Rule 6a-4(c). Rule 6a4(c)(1) requires exchanges to file certain information with the Commission or in the alternative

to indicate where such information can be found on an internet website controlled by the

exchange. The amended rule requires the filing of this information through section III of

electronic Form 1-N or, in the alternative, to provide through section III of electronic Form 1-N

the URL(s) of the location(s) on the internet website where such information can be found.

Section III also clarifies that such website must be free and accessible (without any

encumbrances or restrictions) by the general public. Likewise, section IV does not change the

substance of what must be reported; it merely requires the reporting of information required

under Rule 6a-4(c) to be made on electronic Form 1-N instead of in paper format.

Furthermore, electronic Form 1-N continues to require an exchange to consent to service

of any civil action brought by, or notice of any proceeding before, the Commission in connection

with its activities. The previous language under which the Security Futures Product Exchange

105

The Commission is not including a question mark inadvertently introduced into Section III of Form 1-N

when proposed. The Commission is also making technical amendments to Rule 6a-4(a)(1)(ii) to change the

words “market place” to “marketplace” and Rule 6a-4(c)(1)(ii) to change the word “Internet” to “internet.”

consents to service via registered or certified mail at the main or mailing address provided on

Form 1-N continues to be included in the electronically filed form. 106

In addition, electronic Form 1-N requires the individual who is submitting the form to

check a box on behalf of the Security Futures Product Exchange to represent that the information

and statements contained in the Form 1-N, including exhibits, schedules, or other documents, are

current, true, and complete. The previous requirement to sign and notarize the form is being

eliminated because it is unnecessary, not compatible with, and not required for electronic filing

through EDGAR. 107

Finally, electronic Form 1-N requires filers to submit the execution page in a custom

XML data language specific to Form 1-N. As with the other Covered SRO Forms, filers are able

to input their execution page disclosures into a fillable web form that EDGAR subsequently

converts to custom XML. Structuring the execution page in custom XML improves the ability to

sort, filter, and otherwise organize Form 1-N filings without creating significant additional

burden on Form 1-N filers. The remainder of Form 1-N is not structured, however, because the

very limited number of Form 1-N filers and filings could mitigate much of the benefit derived

from machine-readability of the disclosures contained therein. 108

106

The Commission also is deleting the outdated provision allowing for service of any civil action pursuant to

confirmed telegram.

107

The Commission is making a technical amendment to Section I of electronic Form 1-N to add the words

“(if any)” after Item 4 “Facsimile.” The Commission is making a technical amendment to Section V of

electronic Form 1-N under the column for “information Required by the Exhibit” relating to Exhibit H,

changing the words “primarily engage” to “primarily engaged.” The Commission is making a technical

amendment to Section V of electronic Form 1-N to replace the words “by-laws” with “bylaws.” The

Commission is making a technical amendment to Section V of electronic Form 1-N by capitalizing certain

words in the headings of the table of exhibits. Lastly, the Commission is making a technical amendment to

the Form 1-N General Instructions to replace “comprising” with “composing.”

108

See infra section IX.C.3.

Form 15A

Relevant Statutory Framework

Section 15A of the Exchange Act sets forth the statutory standards for registration as a

national securities association or as an affiliated securities association. 109 Section 15A(b) states

that the Commission shall not approve registration as a national securities association unless the

Commission determines that the applicant meets specified statutory criteria. 110 Under Exchange

Act Rule 15Aa-1, an applicant for registration as a national securities association must file a

registration statement with the Commission on Form X-15AA-1. 111 The information required to

be provided on Form X-15AA-1 includes, among other things, lists of officers, governors, and

committee members, as well as membership lists. 112 The Commission reviews the completed

Form X-15AA-1 to evaluate whether the applicant meets the standards set forth in section

15A(b) for registration as a national securities association.

Furthermore, under Exchange Act Rule 15Aj-1(a), every association applying for

registration or registered as a national securities association must file with the Commission an

amendment to its registration statement or any amendment or supplement thereto promptly after

discovering any inaccuracy therein. Similarly, under Exchange Act Rule 15Aj-1(b), every

association applying for registration or registered as a national securities association, promptly

after any change which renders no longer accurate any information contained or incorporated in

109

See 15 U.S.C. 78o-3.

110

See 15 U.S.C. 78o-3(b).

111

See Exchange Act Rule 15Aa-1 (17 CFR 240.15Aa-1) and Form X-15AA-1 (17 CFR 249.801). Currently,

FINRA is the only national securities association registered with the Commission. The National Futures

Association (“NFA”), as specified in section 15A(k) of the Exchange Act, is also registered as a national

securities association, but only for the limited purpose of regulating the activities of NFA members that are

registered as brokers or dealers in security futures products under section 15(b)(11) of the Exchange Act.

112

See 17 CFR 249.801.

its registration statement or in any amendment or supplement thereto, must file with the

Commission a current supplement to its registration statement setting forth such change. 113

Finally, under Exchange Act Rule 15Aj-1(c), every association applying for registration

or registered as a national securities association must file annual amendments to its registration

statement with the Commission.114

Previous Requirements for Filing Forms X-15AA-1, X-15AJ-1, and X15AJ-2

Prior to these amendments, an applicant for registration as a national securities

association was required to file a registration statement and exhibits with the Commission on

Form X-15AA-1 in triplicate. 115 Every association applying for registration or registered as a

national securities association was required to file with the Commission an amendment or

supplement to its registration statement on Form X-15AJ-1 and an annual consolidated

supplement to its registration statement on Form X-15AJ-2. These filings also had to be made in

triplicate, at least one copy of which had to be signed and attested in the same manner as was

required in the case of the original registration statement. 116 Every association applying for

registration or registered as a national securities association was required to file Form X-15AJ-2

with the Commission promptly after March 1 of each year. 117

The information collected by these forms was substantially similar: Form X-15AA-1, the

registration statement for registration as a national securities association, requests 29 items of

113

See Exchange Act Rule 15Aj-1(a) and (b), 17 CFR 240.15Aj-1(a) and (b). These filings were submitted on

Form X-15AJ-1, 17 CFR 249.802. See 17 CFR 240.15Aj-1(d) (requiring that such filings be made on

Form X-15Aj-1).

114

See Exchange Act Rule 15Aj-1(c), 17 CFR 240.15Aj-1(c). These filings were submitted on Form X-15AJ2, 17 CFR 249.803. See 17 CFR 240.15Aj-1(d) (requiring that such filings be made on Form X-15Aj-2).

Rule 15Aj-1(c)(1)(ii) also requires the filing of complete sets of the constitution, bylaws, rules, and related

documents of the association, once every three years.

115

See 17 CFR 240.15Aa-1.

116

See 17 CFR 240.15Aj-1.

117

See 17 CFR 240.15Aj-1(c).

information and includes 3 exhibits; 118 Form X-15AJ-1, for filing any amendments or

supplements to the registration statement, requests no information beyond that requested by

Form X-15AA-1; 119 and Form X-15AJ-2, for filing the annual consolidated supplement to the

registration statement, only requires one additional item of information, the inclusion of the date

of the filing, which was not required by Form X-15AA-1. 120

Requirements to Electronically File on Form 15A Information

Previously Filed on Forms X-15AA-1, X-15AJ-1, and X-15AJ-2

Amendments to Rules 15Aa-1 and 15Aj-1

As discussed in detail below, the Commission is amending Rule 15Aa-1 and

redesignating it as Rule 15aa-1, 121 redesignating Rule 15Aj-1 122 as Rule 15aa-2, redesignating

Form X-15AA-1 as Form 15A, amending the instructions to new Form 15A, and repealing

Forms X-15AJ-1 and X-15AJ-2 in connection with the Commission’s requirement that

applicants and national securities associations electronically file on a duly executed Form 15A

the information currently filed on Forms X-15AA-1, X-15AJ-1, and X-15AJ-2. 123 As stated

above in the introduction to this section II, among other benefits, revising the forms relating to

registration as a national securities association will increase efficiencies and decrease costs

incurred by applicants for registration as a national securities association and by national

118

See 17 CFR 249.801.

119

See 17 CFR 249.802. Form X-15AJ-1 and Form X-15AA-1 both require that if the association is

registered, or applying for registration, as an affiliated securities association, the respondent list the

registered national securities association with which the applicant or reporting association is affiliated. In

addition, Form X-15AA-1 asked the applicant to state its reasons for believing that such affiliation will be

granted. Form X-15AA-1 also required the applicant to estimate the annual dollar volume of transactions

effected by members of the applicant association.

120

See 17 CFR 249.803. Form 15A requires the inclusion of the date of the filing. Capturing the date (in a

structured manner) will assist the Commission in determining compliance with the rule requirement that

annual supplements be filed promptly after Mar. 1 of each year (17 CFR 240.15Aj-1(c)).

121

See 17 CFR 240.15Aa-1.

122

See 17 CFR 240.15Aj-1.

123

The Commission is also making a technical modification to 17 CFR 232.101(a)(1) to include Form 15A in

the list of filings required to be filed electronically. The Commission is making technical amendments to

hyphenate “up-to-date” in three locations within Rule 15aa-2(c)(1)(ii), capitalize “Items” in Rule 15aa2(b)(3) and on Form 15A, and to replace “comprising” with “composing” in the Form 15A General

Instructions.

securities associations. 124 In addition, the amendments will facilitate Commission review of the

information to be provided on Form 15A.

To facilitate electronic filing of Form 15A, the Commission is amending Rule 15Aa-1 to

require electronic filing. The amendments to Rule 15Aa-1 require that filings submitted pursuant

to Rule 15Aa-1 be filed electronically on EDGAR in accordance with the requirements of

Regulation S-T (17 CFR Part 232). The amendments to Rule 15Aa-1 align the electronic filing

requirements with changes being adopted under Rule 6a-1 (regarding Form 1 submissions) as

well as the amendments to Rule 17ab2-1, which set forth the electronic filing requirements for

Form CA-1 submissions. 125 As stated above, the Commission further is redesignating Rule

15Aj-1 126 as Rule 15aa-2.

Form 15A

The Commission is redesignating Form X-15AA-1 as Form 15A and is incorporating in

Form 15A information related to amendments and supplements to the registration statement

currently filed on Form X-15AJ-1 and information related to the annual consolidated supplement

to the registration statement currently filed on Form X-15AJ-2. New Form 15A solicits

information through prompts on the form that better organize the information that is currently

collected through Forms X-15AA-1, X-15AJ-1, and X-15AJ-2, which should make it easier for

respondents to comply with the filing requirements. Furthermore, exhibits are required to be

electronically uploaded to EDGAR. Among other benefits as detailed in the Economic

Analysis, 127 the amendments will increase efficiencies and decrease costs by consolidating

substantially similar information currently filed on three paper forms into one electronic form.

124

See supra section II.

125