Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report

<RULE> SECURITIES AND EXCHANGE COMMISSION <CFR>17 CFR Parts 202, 232, 240, 249, and 249b</CFR> <DEPDOC>[Release Nos. 33-11342; 34-101925; IC-35420; File No. S7-08-23]</DEPDOC> <RIN>RIN 3235-AL85</RIN> <SUBJECT>Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Securities and Exchange Commission. <HD SOURCE="HED">ACTION:</HD> Final rule. <SUM> <HD SOURCE="HED">SUMMARY:</HD> 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. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> <E T="03">Effective date:</E> March 24, 2025. <E T="03">Compliance dates:</E> The compliance dates for the rule amendments are discussed in section VIII of this release. </EFFDATE> <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> 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. </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> The Commission is amending its rules to require the electronic filing or submission, using structured data where appropriate, of certain forms and other filings, <SU>1</SU> <FTREF/> 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 15fk-1(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, 17a-12, and 18a-7. <SU>2</SU> <FTREF/> The Commission is adopting amendments to or relating to the following rules: <FTNT> <SU>1</SU>  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. </FTNT> <FTNT> <SU>2</SU>  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. <E T="03">See</E> Office of the Federal Register, Document Drafting Handbook (Aug. 2018 Edition, Revision 2.1, dated Oct. 2023), <E T="03">available at https://www.archives.gov/files/federal-register/write/handbook/ddh.pdf</E> . 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. </FTNT> <GPH SPAN="3" DEEP="593"> <GID>ER21JA25.000</GID> </GPH> Finally, the Commission is rescinding: <FTREF/> <FTNT> <SU>3</SU>   <E T="03">See</E> 15 U.S.C. 77a through 77mm. <SU>4</SU>   <E T="03">See</E> 15 U.S.C. 78a through 78qq. </FTNT> <GPH SPAN="3" DEEP="72"> <GID>ER21JA25.001</GID> </GPH> 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”). <SU>5</SU> <FTREF/> <FTNT> <SU>5</SU>   <E T="03">See</E> Public Law 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.” </FTNT> <HD SOURCE="HD1">Table of Contents</HD> <EXTRACT> <FP SOURCE="FP-2">I. Introduction</FP> <FP SOURCE="FP1-2">A. Experience With Targeted Regulatory Assistance During the COVID-19 Pandemic</FP> <FP SOURCE="FP1-2">B. Covered SRO Forms</FP> <FP SOURCE="FP1-2">C. Covered Supplementary Materials</FP> <FP SOURCE="FP1-2">D. Filings by Broker-Dealers, OTC Derivatives Dealers, SBSDs, and MSBSPs</FP> <FP SOURCE="FP1-2">E. Other Forms, Reports, or Notices</FP> <FP SOURCE="FP1-2">F. Structured Data Requirements</FP> <FP SOURCE="FP1-2">G. Amendments Regarding the FOCUS Report and Signature Requirements in Rule 17a-5, 17a-12, and 18a-7 Filings</FP> <FP SOURCE="FP-2">II. Requirements to Electronically File Covered SRO Forms</FP> <FP SOURCE="FP1-2">A. Form 1</FP> <FP SOURCE="FP1-2">1. Relevant Statutory Framework</FP> <FP SOURCE="FP1-2">2. Previous Requirements for Filing Form 1</FP> <FP SOURCE="FP1-2">3. Requirement to Electronically File Form 1</FP> <FP SOURCE="FP1-2">B. Form 1-N</FP> <FP SOURCE="FP1-2">1. Relevant Statutory Framework</FP> <FP SOURCE="FP1-2">2. Previous Requirements for Filing Form 1-N</FP> <FP SOURCE="FP1-2">3. Requirement to Electronically File Form 1-N</FP> <FP SOURCE="FP1-2">C. Form 15A</FP> <FP SOURCE="FP1-2">1. Relevant Statutory Framework</FP> <FP SOURCE="FP1-2">2. Previous Requirements for Filing Forms X-15AA-1, X-15AJ-1, and X-15AJ-2</FP> <FP SOURCE="FP1-2">3. Requirements to Electronically File on Form 15A Information Previously Filed on Forms X-15AA-1, X-15AJ-1, and X-15AJ-2</FP> <FP SOURCE="FP1-2">D. Form CA-1</FP> <FP SOURCE="FP1-2">1. Relevant Statutory Framework</FP> <FP SOURCE="FP1-2">2. Pre-Existing Requirements for Filing Form CA-1</FP> <FP SOURCE="FP1-2">3. Comment Regarding Proposed Changes to Rule 17ab2-1 and Form CA-1</FP> <FP SOURCE="FP1-2">4. Requirement to Electronically File Form CA-1</FP> <FP SOURCE="FP1-2">5. Amendments to Rule 17ab2-1</FP> <FP SOURCE="FP1-2">6. Amendments to Form CA-1 and the Form CA-1 Instructions</FP> <FP SOURCE="FP1-2">E. Form 19b-4(e)</FP> <FP SOURCE="FP1-2">1. Relevant Statutory Framework</FP> <FP SOURCE="FP1-2">2. Backg ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 936k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━