[Federal Register Volume 69, Number 56 (Tuesday, March 23, 2004)]
[Proposed Rules]
[Pages 13690-13703]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-6404]



[[Page 13689]]

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Part IV





Securities and Exchange Commission





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17 CFR Parts 232, 239, et al.



Rulemaking for EDGAR System; Proposed Rule

  Federal Register / Vol. 69, No. 56 / Tuesday, March 23, 2004 / 
Proposed Rules  

[[Page 13690]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 239, 249, 259, 269, 270 and 274

[Release Nos. 33-8401; 34-49426; 35-27816; 39-2417; IC-26388 File No. 
S7-16-04]
RIN 3235-AH79


Rulemaking for EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rules.

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SUMMARY: We propose to expand the information that we require certain 
investment company filers to submit to us electronically through our 
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system and 
to make certain technical changes to that system. Specifically, we 
propose that certain open-end management investment companies and 
insurance company separate accounts identify in their EDGAR submissions 
information relating to their series and classes (or contracts, in the 
case of separate accounts). In addition, we are proposing to add 
several investment company filings to the list of those that must be 
filed electronically and to make several minor and technical amendments 
to our rules governing the electronic submission of filings through 
EDGAR. These proposed amendments are intended to keep EDGAR current 
technologically and to make it more useful to the investing public and 
Commission staff.

DATES: Comments should be submitted on or before May 24, 2004.

ADDRESSES: Comments may be submitted electronically or by paper. 
Electronic comments may be submitted by: (1) electronic form on the SEC 
Web site (http://www.sec.gov) or (2) e-mail to sec.gov">rule-comments@sec.gov. 
Mail paper comments in triplicate to Jonathan G. Katz, Secretary, 
Securities and Exchange Commission, 450 Fifth Street, NW., Washington, 
DC 20549-0609. All submissions should refer to file number S7-16-04; 
this file number should be included on the subject line if e-mail is 
used. To help us process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet Web site (http://www.sec.gov). Comments are 
also available for public inspection and copying in the Commission's 
Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. We 
do not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly.

FOR FURTHER INFORMATION CONTACT: If you have questions about the 
proposed rules, please contact one of the following members of our 
staff: in the Division of Investment Management, Ruth Armfield Sanders, 
Senior Special Counsel; or Carolyn A. Miller, Senior Financial Analyst, 
at (202) 942-0978; for technical questions relating to the EDGAR 
system, in the Office of Information Technology, Richard D. Heroux, 
EDGAR Program Manager, at (202) 942-8800.

SUPPLEMENTARY INFORMATION: Today we propose amendments to the following 
rules relating to electronic filing on the EDGAR system: Rules 11, 102, 
201, and 311 of Regulation S-T \1\ and Forms SE \2\ and TH \3\ under 
the Securities Act of 1933 (Securities Act or 1933 Act),\4\ the 
Securities Exchange Act of 1934 (Exchange Act),\5\ the Public Utility 
Holding Company Act of 1935 (Public Utility Holding Company Act),\6\ 
the Trust Indenture Act of 1939 (Trust Indenture Act),\7\ and the 
Investment Company Act of 1940 (Investment Company Act).\8\ We also 
propose new Rule 312 under Regulation S-T.
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    \1\ 17 CFR 232.11, 232.102, 232.201, and 232.311.
    \2\ 17 CFR 239.64, 249.444, 259.603, 269.8, and 274.403.
    \3\ 17 CFR 239.65, 249.447, 259.604, 269.10 and 274.404.
    \4\ 15 U.S.C. 77a et seq.
    \5\ 15 U.S.C. 78a et seq.
    \6\ 15 U.S.C. 79a et seq.
    \7\ 15 U.S.C. 77sss et seq.
    \8\ 15 U.S.C. 80a-1 et seq.
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    Recently, we have initiated a series of amendments to keep EDGAR 
current technologically and to make it more useful to the investing 
public and Commission staff. In April 2000, we adopted rule and form 
amendments in connection with the modernization of EDGAR.\9\ In the 
modernization proposing release, we noted that, as the use of 
electronic databases grows, it becomes increasingly important for 
members of the public to have electronic access to our filings. We 
stated in that release that we were contemplating future rulemaking to 
bring more of our filings into the EDGAR system on a mandatory basis. 
In May 2002, we adopted rules requiring foreign private issuers and 
foreign governments to file most of their documents electronically.\10\ 
In May 2003, we adopted rules requiring electronic filing of beneficial 
ownership reports filed by officers, directors and principal security 
holders under section 16(a) \11\ of the Exchange Act.\12\
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    \9\ See Rulemaking for EDGAR System, Release No. 33-7855 (Apr. 
27, 2000) [65 FR 24788] (the modernization adopting release). See 
also Release No. 33-7803 (Mar. 3, 2000) [65 FR 11507] (the 
modernization proposing release).
    \10\ See Mandated EDGAR Filing for Foreign Issuers, Release No. 
33-8099 (May 14, 2002) [67 FR 36678].
    \11\ 15 U.S.C. 78p(a).
    \12\ See Mandated EDGAR Filing and Web Site Posting for Forms 3, 
4 and 5, Release No. 33-8230 (May 7, 2003) [68 FR 25788] (the EDGAR 
Section 16 release).
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    Today, we propose to require that open-end investment companies and 
insurance company separate accounts electronically identify in their 
filings to which of their series and classes (or contracts) the filing 
relates. We make this proposal, in light of the primary goals of the 
EDGAR system since its inception, to facilitate the rapid dissemination 
of financial and business information in connection with filings by 
investment companies. Requiring these entities to identify the series 
and classes (or contracts) to which filings relate would benefit 
members of the investing public and the financial community by making 
information contained in Commission filings more easily searchable and 
readily available to them. We also propose to add several investment 
company filings to the list of filings that must be made electronically 
and to make a number of technical amendments to rules and forms in 
connection with filing on the EDGAR system.

I. Identification of Open-End Management Investment Company Series and 
Classes and Contracts of Insurance Company Separate Accounts

A. Background

    In the modernization adopting and proposing releases, we requested 
comment on the use of eXtensible Markup Language (XML) for EDGAR 
tagging in EDGAR submissions. We requested comment on the impact of our 
requiring, where applicable, that filers provide XML tagging concerning 
fee-related data; for investment companies, identification of 
individual series (portfolios) and classes; and for variable insurance 
products, identification of separate accounts. Commenters agreed that 
XML tagging would be useful and potentially a very powerful tool.\13\
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    \13\ See discussion under ``EDGAR Tags'' in Section I.L of the 
modernization proposing release.
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    We have moved toward XML tagging of submission header information 
beginning with EDGAR modernization. Our first step was to provide for 
XML

[[Page 13691]]

tagging in modernized EDGARLink.\14\ Next, we required filers to submit 
both filing and header information for their Section 16 reports on 
EDGAR in a standard format of XML.\15\
    In this age of information, we believe that filings made with us 
are of much greater use to investors if they are readily available in 
electronic form. We now, therefore, propose rules to allow the 
investing public and our staff to track filings made on behalf of 
series and classes of mutual funds and individual contracts of 
insurance company separate accounts Our proposals would accomplish this 
technologically through expanded use of XML tagging.
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    \14\ EDGARLink users do not insert the XML tagging, since they 
enter their submission header information using an input screen that 
does not contain tags. EDGARLink creates and transmits to EDGAR the 
XML tagged submission.
    \15\ See Section III of the EDGAR Section 16 release.
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    Many open-end investment companies (mutual funds) registering on 
Form N-1A \16\ are organized as single registrants with several 
portfolios (series) under sections 18(f)(1) and (2)\17\ of the 
Investment Company Act and Rule 18f-2 thereunder.\18\ Each series may 
also issue more than one class of securities under Rule 18f-3\19\ of 
the Investment Company Act. Series and classes of a registrant are 
often marketed separately, without reference to other series or classes 
or to the registrant's name. The same is true for insurance company 
separate accounts organized as management investment companies 
registering on Form N-3.\20\
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    \16\ 17 CFR 239.15A and 274.11A.
    \17\ 15 U.S.C. 80a-18(f)(1) and(2).
    \18\ 17 CFR 270.18f-2.
    \19\ 17 CFR 270.18f-3.
    \20\ 17 CFR 239.17A and 274.11b.
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    Insurance company separate accounts register and issue multiple 
contracts.\21\ The individual contracts of insurance company separate 
accounts registering on Forms N-4 (used by separate accounts that offer 
variable annuity contracts organized as unit investment trusts) \22\ 
and N-6 (used by separate accounts that offer variable life insurance 
policies) \23\ are also marketed separately and make filings separately 
under the name of the Investment Company Act registrant.
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    \21\ The separate account is a registrant under the Investment 
Company Act. Generally, each contract issued by the separate account 
is separately registered under the 1933 Act and is assigned a 
separate 1933 Act file number. Sometimes, however, more than one 
contract or versions of a contract can be registered in the same 
1933 Act registration statement; these contracts are assigned the 
same 1933 Act file number.
    \22\ 17 CFR 239.17b and 274.11c.
    \23\ 17 CFR 239.17c and 274.11d.
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    Any particular filing for a single registrant may be filed for only 
some of its series and classes (or contracts, in the case of separate 
accounts). A single registrant may make multiple filings of the same 
type (or example, post-effective amendment filings), each covering 
different series and/or classes (or contracts) of that registrant. We 
keep records of filings on an investment company registrant basis, but 
we do not have in place the programming capability needed to keep 
records on a series, class or contract basis. Funds must currently 
provide information in the text of their filings identifying for which 
series or classes (or contracts) their filings are being made, but 
currently they do not provide this information as part of the 
electronic identifying data they enter in the EDGAR submission 
template. We propose to require that open-end management investment 
companies and separate accounts who register on Forms N-1A, N-3, N-4, 
and N-6 (collectively, ``S/C Funds'') obtain identifiers for their 
series and classes (or contracts, in the case of separate accounts) and 
electronically identify for which series and classes (or contracts) of 
the S/C Fund a particular filing is made.
Implementation of Requirement for Series and Class (Contract) 
Identifiers--Existing Series and Classes (Contracts)
    We propose to begin implementation of this requirement by having 
all S/C Funds enter their existing series and class (and contract) 
identification onto a special section of the EDGAR Filing Web site (the 
``Series and Classes (Contracts) Information Page.'')\24\ Each S/C Fund 
would enter information for each of its existing series and classes (or 
contract) at this Web site page; each would provide series names,\25\ 
class (or contract) names,\26\ and ticker symbols, if any; \27\ after 
this information is entered, we would issue series and class 
identifiers. These identifiers would be ten characters in length (nine 
numbers preceded by an ``S'' for series identifiers and a ``C'' for 
class (contract) identifiers) and would uniquely, and persistently, 
identify each series and/or class (or contract). These identifiers 
would be available to the public. Information filed with us containing 
these identifiers would be searchable by the public and our staff using 
the series and class (contract) identifiers and also using the series 
and class (contract) names without the need for reference to the S/C 
Fund issuing the series and/or class (contract). The information 
relating to its series and classes (contracts), including their 
identifiers, would be available to the S/C Fund quickly via e-mail 
notification following the entering of information and at the EDGAR 
Filing Web site, from which the S/C Fund may copy it as needed. The S/C 
Fund would also use the Series and Classes (Contracts) Information Page 
to update series and class (contract) information as required upon 
specified events, such as name change and deactivation, liquidation, or 
other events resulting in the elimination of a series or class or 
deregistration of the S/C Fund.
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    \24\ Each S/C Fund will enter information on the Series and 
Classes (Contracts) Information Page concerning only their series 
and classes (contracts) currently in existence. Series and classes 
(contracts) which come into existence on or after the Mandatory 
Series/Class (Contract) Identification Date (discussed below) will 
enter the information for their new series and classes (contracts) 
in a separate section of the EDGAR submission template of the 
initial registration statement or post-effective amendment filing by 
which they add the new series or class (contract).
    A S/C Fund that is not organized as a series company and that 
has no separate classes would be deemed to have one series and 
class. See footnote 45 and related text.
    \25\ A S/C Fund must enter a unique name for each of its series, 
i.e., a S/C Fund may not enter duplicate series names for its own 
series (although its series might have the same name(s) as the 
series of other S/C Funds). For each of its series, the S/C Fund 
should enter the name by which that series is most commonly known. 
For example, if the ``Acme Trust'' complex has a series named the 
``Bond Fund'' which is known and marketed as ``the Acme Bond Fund,'' 
the fund should enter the name ``Acme Bond Fund'' as the name of the 
series.
    \26\ A S/C Fund must enter a unique name for each of its classes 
(contracts) existing under each series, i.e., a S/C Fund may not 
enter duplicate class (contract) names for classes (contracts) of 
the same series. Most class names are letters or names such as 
``Institutional'' or ``Retail.'' Insurance company separate accounts 
must enter unique names for their contracts; if they currently have 
duplicate names, then the separate accounts should add to the 
contract name further identifying information, such as number 
indicating the date of the contract's creation or Securities Act 
file number issued to that contract.
    \27\ S/C Funds will enter their ticker symbols, if any, at the 
class (contract) level (in addition to their class name).
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    We propose to keep the Series and Classes (Contracts) Information 
Page on the EDGAR Filing Web site open for entry of information for 
existing series and classes for a period of approximately six months 
before requiring specified filings to include series and class 
(contract) identifiers. We propose to set a date at the end of the six-
month period by which S/C Funds would be required to have entered 
information for their existing series and classes (contracts) and 
received their series and class (or contract) identifiers, and after 
which EDGAR would not accept specified filings without required series 
and class

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(contract) identifiers (the ``Mandatory Series/Class (Contract) 
Identification Date''). The EDGAR Filer Manual would outline the 
specifics and formatting requirements of the information the S/C Funds 
are to enter onto the system and the information that they would need 
to include in specified filings.
Implementation of Requirement for Series and Class (Contract) 
Identifiers--New Series and Classes (Contracts)
    If a S/C Fund adds a new series or class (contract) on or after the 
Mandatory Series/Class (Contract) Identification Date, the S/C Fund 
would not enter information concerning the new series or class 
(contract) on the Series and Classes (Contracts) Information Page on 
the EDGAR Filing Web site.\28\ Instead, the S/C Fund would enter 
information concerning its new series or classes (contracts) which come 
into existence on or after the Mandatory Series/Class (Contract) 
Identification Date in a separate area of the EDGAR submission template 
as part of the substantive filing by which it adds the new series or 
class (contract). For example, on and after the Mandatory Series/Class 
(Contract) Identification Date, a newly registered open-end management 
investment company (mutual fund) filing on Form N-1A would add its new 
series and/or classes (contracts) in its initial ``N-1A'' submission 
template; an existing mutual fund would add its new series in its 
``485APOS'' template and would add its new classes in a ``485APOS'' 
submission template; a newly registered separate account organized as a 
management investment company filing on Form N-3 would add its new 
contract information in its initial ``N-3'' submission template; newly 
registered separate accounts filing on Forms N-4 and N-6 would add 
their new contract information in the initial ``N-4'' or ``N-6'' 
submission template, respectively, filed to register the new contract. 
The identifiers for new series and classes added via the submission 
template would be available to the S/C Fund quickly via e-mail 
notification following the filing in which the information was entered. 
These identifiers would also be available at the EDGAR Filing Web site, 
from which the S/C Fund may copy as needed and at which the S/C Fund 
would update series and class (contract) information as required upon 
specified events, such as name change and deactivation of a series or 
class or deregistration of the S/C Fund.
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    \28\ If a S/C Fund makes a filing on behalf of a new series or 
class (contract) before the Mandatory Series/Class (Contract) 
Identification Date, the S/C Fund will enter the information 
concerning that new series or class (contract) on the Series and 
Classes (Contracts) Information Page on the EDGAR Filing Web site 
after the first filing made on behalf of the new series or class 
(contract); this is consistent with the procedure for other series 
and classes (contracts) in existence before the Mandatory Series/
Class (Contract) Identification Date.
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Mandatory Series/Class (Contract) Identification Date
    We propose to require that funds receive their series and class 
(contract) identifiers for existing series and classes before the 
Mandatory Series/Class (Contract) Identification Date. However, we plan 
to leave the Series and Classes (Contracts) Information Page open for 
entry of information for existing series and classes for several weeks 
following the Mandatory Series/Class (Contract) Identification Date, so 
that S/C Funds which, despite good faith efforts, fail to previously 
enter the information for all their series and classes (contracts) in 
existence prior to the Mandatory Series/Class (Contract) Identification 
Date would still have the opportunity to enter that information. 
However, since third party filers, including parties to mergers, would 
need to use this information in filings, all S/C Funds would need to 
ensure that the information concerning their existing series and 
classes (contracts) was entered prior to the closing of the Series and 
Classes (Contracts) Information Page for entry of information.
    After the Mandatory Series/Class (Contract) Identification Date, we 
would give notice as to the date on which we would close the Series and 
Classes (Contracts) Information Page for entry of information 
concerning existing series and classes. On and after that date, the 
Series and Classes (Contracts) Information Page would be used only for 
retrieving and editing series and class (contract) information. After 
the closing of the Series and Classes (Contracts) Information Page for 
entry of data for existing series and classes (contracts), if a S/C 
Fund fails to enter its information in a timely manner and receive its 
identifiers, the staff may require the S/C Fund to file a post-
effective amendment to generate the identifiers via the submission 
template. Until the S/C Fund provides the information concerning its 
series and classes (contracts) and is issued identifiers, it would be 
unable to make other filings that require series and class (contract) 
identifiers.
    We believe that this method for S/C Funds to obtain identifiers for 
their existing series and classes (contracts) would provide the most 
flexibility for S/C Funds. This method would allow S/C Funds an 
extended period of time in which to provide the information and obtain 
the identifiers. A S/C Fund may choose to obtain its identifiers for 
all its existing series and classes at one time via the Series and 
Classes (Contracts) Information Page. Or, a S/C Fund may choose to 
spread out its entering of information and receipt of identifiers 
through the six-month period during which the Page would be open for 
entry of information. Each S/C Fund would need to make sure, however, 
that it has obtained its identifiers for all its series and classes 
(contracts) in existence prior to the Mandatory Series/Class (Contract) 
Identification Date before that date.
Requirement to Include Series and Class (Contract) Identifiers in EDGAR 
Filings; Consequence of Non-Compliance
    We propose that, on and after the Mandatory Series/Class (Contract) 
Identification Date, S/C Funds be required to use series and class 
(contract) identifiers in certain EDGAR submissions specified in the 
EDGAR Filer Manual. We propose to add the series and class (or 
contract) identification requirement to the EDGARLink header templates 
of certain investment company EDGAR submissions.\29\ We believe the 
method we have chosen for S/C Funds to obtain identifiers for their 
existing series and classes (contracts) would help insure that 
identifiers are assigned to existing series and classes (contracts) 
well in advance of EDGAR filings requiring them. The only instances in 
which identifiers would be generated at the time of a filing by entry 
of information via the EDGAR submission template would be when a new S/
C Fund comes into existence or when an existing S/C Fund adds new 
series or classes (contracts).\30\ The S/C Fund would be able to ``cut 
and paste'' the series and

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class (contract) identifying information from the Web site into filings 
as needed.\31\ We propose to require that S/C Funds include the 
identifiers in all filings relating to the series and classes 
(contracts). Indeed, the identifiers would be a substantive requirement 
of the filing. Consequently, failure of a S/C Fund to include correctly 
the required identifiers would mean that a filing for that series and/
or class (or contract) has not been made.\32\ On and after the 
Mandatory Series/Class (Contract) Identification Date, filings 
requiring series and class (contract) identifiers would be suspended if 
the identifiers are not included in the EDGAR filing or if they are not 
identifiers associated with the CIK \33\ of the S/C Fund, necessitating 
a resubmission of the filing in question.\34\
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    \29\ Filings using the following EDGAR submission types would be 
subject to series and class (contract) identification: N-1A, N-1A/A, 
N-3, N-3/A, N-4, N-4/A, N-6, N-6A, 485APOS, 485BPOS, 485BXT, POS 
AMI, 497, 497K1, 497K2, 497K3A, 497K3B, 497J, 497AD, N-14, N-14/A, 
N-14AE, N-14AE/A, N-30D, N-30D/A, N-30B-2, N-CSR, N-CSR/A, N-CSRS, 
N-CSRS/A, NT-NCSR, NT-NCSR/A, N-PX, N-PX/A, 24F-2NT, 24F-2NT/A, 
NSAR-A, NSAR-A/A, NSAR-AT, NSAR-AT/A, NSAR-B, NSAR-B/A, NSAR-BT, 
NSAR-BT/A, NSAR-U, NSAR-U/A, NT-NSAR, NT-NSAR/A, N-Q, N-Q/A and all 
proxy submission types that may be filed by or with respect to 
investment companies.
    \30\ The following EDGAR submission types will allow for entry 
of information for new series: N-1A, N-1A/A, N-3, N-3/A, N-4, N-4/A, 
N-6, N-6/A, 485APOS, and POS AMI. The following submission types 
will allow for the entry of information for new classes (contracts): 
N-1A, N-1A/A, N-3, N-3/A, N-4, N-4/A, N-6, N-6/A, 485APOS, 485BPOS, 
and POS AMI. We note that these are the characteristics of the EDGAR 
submission types; nevertheless, S/C Funds should use only those 
EDGAR submission types that correspond to the form and rule under 
which the S/C Fund makes its substantive filing.
    \31\ Filers will also be able to cut and paste from any 
compatible source. For example, if filers have a listing of series 
and classes (contracts) in a word processing document, they should 
be able to cut and paste from that document. However, if filers do 
so, they must ensure that the secondary documents are kept up-to-
date with the most current series and class data.
    \32\ See proposed amendments to Rule 11 of Regulation S-T, 
discussed in Section I.B below. The staff will not have the ability 
to change series and class data via post-acceptance corrections. The 
staff will, of course, consider filing date adjustments under Rule 
13(b) of Regulation S-T (17 CFR 232.13(b)), and grant relief in 
appropriate instances, depending on the facts and circumstances of 
each request.
    \33\ A filer's CIK (or ``central index key'') is a ten-digit 
number uniquely identifying that filer.
    \34\ Because of the consequences of failure to correctly include 
identifiers in filings, we note that the duty to insert the 
identifiers, as well as the duty of electronic filing in general, 
should not be assigned to the least experienced person in the 
investment company's organization or delegated exclusively to a 
filing agent.
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    By requiring that the S/C Fund electronically identify the series 
and classes (or contracts) for which a filing is made, we would 
facilitate the ability of the investing public and our staff to search 
easily for EDGAR filings made on behalf of specified series and classes 
(contracts). The electronic identification of series and classes 
(contracts) would enable the investing public to search our Web site 
for filings covering the series and classes (contracts) they need. We 
believe that our proposals today recognize that disclosures in filings 
are only as useful as they are available; we believe our proposals 
would facilitate substantially the investing public's access to 
investment company information needed for their investment decisions. 
To this end, it is critical that S/C Funds obtain and include the 
correct identifying information in their filings.
Requirement To Update Information
    S/C Funds would also have a duty to update and keep current their 
series and class (or contract) information. For example, filers would 
be required to update their information via the Series and Classes 
(Contracts) Information Page for series and class (or contract) name 
changes or deactivation (if a series is never offered or no longer 
makes filings because of merger, liquidation or other means of 
elimination or if the S/C Fund has merged out of existence or 
deregistered).
Identification of Investment Company Type; Parties to a Merger
    In conjunction with our rules to require the identification of 
series and classes (contracts), we are also adding to the submission 
templates of selected filings used by investment companies an 
additional field for identification of the type of investment company 
making the filing.\35\ Companies may be required to check a box if they 
are investment companies (for certain submissions) and to select from a 
pull-down menu in the EDGAR submission template their investment 
company ``type,'' where type is chosen according to whether a company's 
last effective registration statement was filed on Form N-1A (open-end 
management investment companies), N-2 (closed-end management investment 
companies, including business development companies),\36\ N-3 (separate 
accounts organized as management investment companies that offer 
variable annuities), N-4 (separate accounts organized as unit 
investment trusts that offer variable annuities), N-5 (small business 
investment companies),\37\ N-6 (separate accounts organized as unit 
investment trust that offer variable life insurance policies), S-1 
(face amount certificate companies),\38\ S-3 (face amount certificate 
companies),\39\ or S-6 (unit investment trusts, other than those filing 
on Forms N-4 and N-6).\40\ S/C Funds would also be required to supply 
electronic information in the EDGAR template concerning the acquiring 
fund and the target (and their series and classes or contracts, if any 
in existence) in connection with merger-related filings on Form N-
14,\41\ under Rule 425,\42\ and under the proxy rules.
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    \35\ S/C Funds, which are required to obtain series and class 
(contract) identifiers via the Series and Classes (Contracts) 
Information Page, will also enter information concerning their type 
on that page.
    \36\ 17 CFR 239.14 and 274.11a-1.
    \37\ 17 CFR 239.24 and 274.5.
    \38\ 17 CFR 239.11.
    \39\ 17 CFR 239.13.
    \40\ 17 CFR 239.16.
    \41\ 17 CFR 239.23.
    \42\ 17 CFR 230.425.
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Identification Requirement Applicable to Non-Registrants Filing Proxies
    We also propose to require non-registrant third parties making 
proxy filings with respect to investment companies to designate 
``type'' of investment company and to include series and/or class (or 
contract) identifiers in designated proxy submission types. After the 
Mandatory Series/Class (Contract) Identification Date, when filings are 
made with series and class (contract) identifiers and specification of 
investment company type, this information would be available on the 
EDGAR page of our public Web site (sec.gov), as is currently each 
entity's CIK. Until our public Web site is populated with series and 
class information from filings, filers may obtain this information from 
our public company database site at http://www.edgarcompany.sec.gov.
Electronic Filing Responsibilities
    With respect to these proposed requirements, including the updating 
requirements, we emphasize that it is the investment company's 
responsibility to ensure the correctness of this information and its 
use in each of its filings on the EDGAR system. Each S/C Fund must 
ensure that it receives all of its series and class (or contract) 
identifiers for series and classes (contracts) in existence before the 
Mandatory Series/Class (Contract) Identification Date; that it enters 
correctly information concerning series and classes coming into 
existence on or after the Mandatory Series/Class (Contract) 
Identification Date; and that its filings are made using the correct 
EDGAR codes, including series and class (or contract) identifiers. A S/
C Fund may verify the codes and identifiers under which its filing was 
made and accepted by reading its electronic notice of acceptance, which 
would contain the CIK, file number(s) and, where applicable, series and 
class (or contract) names and identifiers.

B. Regulation S-T and Related Form Amendments in Connection With Series 
and Class (Contract) Identification Requirements

New Rule 312 under Regulation S-T
     We propose to add new Rule 312 under Regulation S-T in connection 
with identification of series and classes. New Rule 312 would provide 
that all S/C Funds (i.e., investment companies

[[Page 13694]]

whose last registration statement was filed on Form N-1A, N-3, N-4, or 
N-6) must obtain identifiers for their constituent series existing 
under sections 18(f)(1) and (2) \43\ of the Investment Company Act and 
Investment Company Act Rule 18f-2 \44\ and identify the series for 
which a particular filing is being made. A S/C Fund that is not 
organized as a series company would be deemed to have one series and 
must obtain a series identifier and include that identifier in 
specified filings.\45\ This requirement is to assure that investors, 
the public, and our staff would be able to electronically search within 
the same universe of filers for each entity operating as a mutual fund 
or separate account, whether it is a single S/C Fund separate series (a 
``stand alone'' fund) or a series of a S/C Fund.
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    \43\ 15 U.S.C. 80a-18(f)(1) and (2).
    \44\ 17 CFR 270.18f-2.
    \45\ This ``dummy'' series would be assigned the same name as 
the S/C Fund.
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    Under Rule 312 as proposed, each such investment company or series 
that has multiple classes under Investment Company Act Rule 18f-3 \46\ 
(or that issues multiple contracts, in the case of insurance company 
separate accounts) would also be required to obtain a class (or 
contract) identifier for each class (or contract) and include that 
identifier in specified submission types.\47\ S/C Funds or series that 
are not organized as multiple class companies shall be deemed to have 
one class and must obtain a class identifier and include that 
identifier.\48\
    Rule 312 as proposed would require that S/C Funds or series provide 
identifying information when they file certain merger documents (Form 
N-14,\49\ Rule 425,\50\ and proxy filings), including information about 
both the target and acquiring fund or series(s), class, or contract.
---------------------------------------------------------------------------

    \46\ 17 CFR 270.18f-3.
    \47\ Separate accounts registering on Forms N-4 and N-6 would be 
deemed to have one ``dummy series'' assigned the same name as the S/
C Fund and would obtain a separate identifier at the ``class'' level 
(rather than series identifiers) for each of their contracts.
    \48\ This ``dummy'' class would be assigned the same name as the 
series to which it belonged. ``Stand alone'' funds with no separate 
series or classes would be deemed to have one series and one class, 
each assigned the same name as the S/C Fund.
    \49\ 17 CFR 230.23.
    \50\ 17 CFR 230.425.
---------------------------------------------------------------------------

    Under Rule 312 as proposed, S/C Funds would have a duty to keep the 
information regarding their series and classes up to date. S/C Funds 
would update their information via the Series and Classes (Contracts) 
Information Page if the name of a series or class (or contract) 
changed. S/C Funds also would deactivate the identifiers for a series 
and/or class (or contract) via the Series and Classes (Contracts) 
Information Page if it was no longer offered by the S/C Fund or the S/C 
Fund deregistered.
Rule 11 Under Regulation S-T
    Currently, Rule 11 of Regulation S-T defines the phrase ``official 
filing'' to mean any filing that is received and accepted by us, 
regardless of filing medium and exclusive of header information, tags 
and any other technical information required in an electronic filing. 
We propose to amend this definition to provide that the electronic 
identification of investment company type and inclusion of identifiers 
for series and class (or contract, in the case of separate accounts of 
insurance companies), as we propose to require under Rule 312 of 
Regulation S-T, would be deemed part of the official filing. Failure of 
an investment company to include correctly the required identifiers 
would mean that a filing for that series and/or class (or contract) has 
not been made.
Forms TH and SE
    Form TH \51\ is the form that filers use as a cover for filings 
made in paper under a temporary hardship exemption pursuant to Rule 201 
of Regulation S-T. Under Rule 201, confirming electronic copies of 
filings made in paper under temporary hardship exemptions must be made 
within [6] business days of the date of the paper filings. Form SE \52\ 
is the form that electronic filers must use to submit any paper format 
exhibit permitted under Rule 201, 202, or 311 of Regulation S-T.\53\ We 
propose to amend Forms TH and SE to require the inclusion of series and 
class (or contract) identifying information for those filings for which 
the identifiers would be required in the confirming electronic copy or 
associated electronic filing, respectively.
---------------------------------------------------------------------------

    \51\ 17 CFR 239.65, 249.447, 259.604, 269.10 and 274.404.
    \52\ 17 CFR 239.64, 249.444, 259.603, 269.8, and 274.403.
    \53\ 17 CFR 232.201, 232.202, or 232.311.
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C. Request for Comment in Connection With Series and Class (Contract) 
Identification Requirements

     We request comment on the impact and feasibility of our proposal 
to require certain open-end management investment companies and 
insurance company separate accounts to identify in their EDGAR 
submissions information relating to their series and classes (or 
contracts, in the case of separate accounts). We ask commenters to 
provide detailed information on any difficulties and considerations 
unique to these proposed requirements. We ask commenters to address the 
issues of the general approach of the proposed requirements, the length 
of time it may take for investment companies to prepare for the 
proposed requirements, and the language of the new and amended rules. 
In the event commenters believe that any aspect of the proposed 
requirements would be burdensome, we ask for specific details and 
alternative approaches.

II. Proposed Mandatory Electronic Investment Company Filings

    Currently, investment companies must submit in paper filings of 
fidelity bonds under section 17(g),\54\ sales literature filed with us 
under section 24(b),\55\ and litigation material filed under section 33 
of the Investment Company Act.\56\ We are now proposing to amend Rule 
101 to make these submissions mandatory electronic submissions.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 80a-17(g). See Release No. 33-6978 (Feb. 23, 
1993) (58 FR 14848) and Release No. 33-7241 (Nov. 13, 1995) (60 FR 
57682) at footnotes 26-32 and accompanying text.
    \55\ 15 U.S.C. 80a-24(b).
    \56\ 15 U.S.C. 80a-31.
---------------------------------------------------------------------------

    Currently, the electronic filing rules do not permit filers to 
submit electronically on the EDGAR system sales literature filed with 
us \57\ under section 24(b) of the Investment Company Act.\58\ Because 
of the format and graphics which characterize these submissions, at the 
time of the original adoption of the EDGAR rules, we believed that the 
burden to registrants of electronically formatting sales literature 
appeared to outweigh the usefulness of developing an electronic 
database.\59\ Given the advances in technology and the availability of 
HTML as a format for official EDGAR filings, we now propose to require 
filers to make these submissions electronically.\60\ We note that, for 
filers who are required to file with us prospectuses submitted under 
Securities Act Rule 482 \61\ (482 ads), the

[[Page 13695]]

filers must already submit the 482 ads electronically.\62\ We request 
comment on whether we should require filers to submit EDGAR sales 
literature in HTML format. We also note that, if we were to make 
mandatory the electronic submission of sales literature, under 
paragraph (c) of Rule 304 of Regulation S-T,\63\ filers would be 
required to retain copies of sales literature documents including 
graphic materials for a period of five years and would be required to 
furnish to the Commission or the staff, upon request, a copy of any or 
all of such documents.
---------------------------------------------------------------------------

    \57\ Most investment company registrants file sales literature 
with the National Association of Securities Dealers (NASD), in lieu 
of filing us, as permitted by Rule 24b-3 under the Investment 
Company Act [17 CFR 270.24b-3.]. We are not proposing to change Rule 
24b-3; these filers would continue to make their submissions to the 
NASD only.
    \58\ See Rules 24b-1, 24b-2, and 24b-3 (17 CFR 270.24b-1, 
270.24b-2, and 270.24b-3).
    \59\ See Release No. 33-6978 at footnotes 51 and 52 and 
accompanying text.
    \60\ We are proposing to amend both Rule 101 of Regulation S-T 
and Rule 24b-2 under the Investment Company Act, which currently 
provide that filers submit such material to us in paper only.
    \61\ 17 CFR 230.482.
    \62\ See Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752 (Dec. 
30, 1994)] at footnote 32 and accompanying text.
    \63\ 17 CFR 232.304(c).
---------------------------------------------------------------------------

    We still require investment companies to submit in paper format 
filings under section 17(g) \64\ and litigation material filed under 
section 33 of the Investment Company Act. Filings under section 17(g) 
consist of the registrant's fidelity bond, which is filed under Rule 
17g-1(g)(1),\65\ and claims and settlements filed under Rule 17g-
1(g)(2) and (3), respectively.\66\ Filings of litigation material under 
section 33 include a wide variety of documents.\67\ Since we believe 
that most filers would have electronic copies of their fidelity bonds 
and claims and settlements as well as litigation materials, we believe 
that these filings should be available to the public through our EDGAR 
system. We therefore propose to make these filings mandatory electronic 
submissions.
---------------------------------------------------------------------------

    \64\ This includes submission of an investment company's 
fidelity bond; see Release No. 33-7241 at footnotes 30 and 31 and 
accompanying text.
    \65\ 17 CFR 270.17g-1(g)(1).
    \66\ 17 CFR 270.17g-1(g)(2) and (3).
    \67\ The documents include the following: (1) All pleadings, 
verdicts, or judgments filed with the court or served in connection 
with such action or claim; (2) any proposed settlement, compromise, 
or discontinuance of such action or claim; and (3) motions, 
transcripts, or other documents filed in or issued by the court or 
served in connection with such action or claim as may be requested 
in writing by the Commission. If any of the documents in (1) or (2) 
above are delivered to the company or party defendant, section 33 
requires that the document be filed with the Commission not later 
than 10 days after receipt. If the document is filed in court or 
delivered by the company or party defendant, it must be filed with 
the Commission within five days after the filing or delivery.
    We take this opportunity to remind investment companies of their 
section 33 filing obligations in light recent private law suits 
brought against certain fund groups in connection with allegations 
regarding late trading, abusive market timing, and related matters. 
In connection with staff concerns in this area in the past, see 
Letters from Kathryn B. McGrath, Director, Division of Investment 
Management, to Matthew P. Fink, General Counsel, Investment Company 
Institute, and to Gary Hughes, Chief Counsel, American Council of 
Life Insurance, each dated October 11, 1985.
---------------------------------------------------------------------------

    We request comment on the impact and feasibility of our making 
these filings under Sections 17(g), 24(b) and 33 mandatory electronic 
submissions.\68\ We ask commenters to provide detailed information on 
any difficulties and considerations unique to each category. We ask 
commenters to address the issue of the length of time it may take for 
investment companies to prepare for the mandatory electronic submission 
of any category of these filings. We request comment on whether 
fidelity bonds and claims and settlements as well as litigation 
materials are generally available electronically and, if not, whether 
it would be burdensome for us to require filers to file them 
electronically. In the event commenters believe that electronic filing 
of any of these categories would be burdensome, we ask for comment on 
whether we should allow electronic filing on a voluntary basis.
---------------------------------------------------------------------------

    \68\ We anticipate that the EDGAR submission types for these 
filings would be as follows: 40-17G (fidelity bond filed pursuant to 
Rule 17g-1(g)(1)); 40-17GCS (notice of claim or settlement filed 
pursuant to Rule 17g-1(g)(2) or (3)); 40-24B2 (sales literature 
filed pursuant to Rule 24b-2); and 40-33 (litigation material filed 
pursuant to section 33 of the Investment Company Act).
---------------------------------------------------------------------------

III. Technical Amendments to EDGAR System Filing Requirements

    We propose to make technical corrections to our rules relating to 
paper exhibits for EDGAR filings and incorporation by reference by 
investment companies into documents filed on EDGAR, as discussed below.

A. Rule 102(d) of Regulation S-T

    Currently, paragraph (d) of Rule 102 provides that each electronic 
filing requiring exhibits must contain an exhibit index. It further 
requires that, whenever an exhibit is filed in paper pursuant to a 
temporary or continuing hardship exemption, the filer must place the 
letter ``P'' next to the listed exhibit in the exhibit index to reflect 
that the exhibit was filed in paper pursuant to such exemption. 
However, the rule does not require the designation ``P'' for an exhibit 
filed in paper other than pursuant to a hardship exemption. Nor does 
the rule require designation of the authority under which a filer was 
submitting an exhibit in paper. We propose to amend paragraph (d) to 
require the designation ``P'' for all exhibits filed in paper, the 
designation ``Rule 311'' next to the letter ``P'' in the exhibit index 
for exhibits filed pursuant to Rule 311 of Regulation S-T, and the 
letters ``TH'' or ``CH,'' respectively, next to the letter ``P'' in the 
exhibit index for exhibits filed pursuant to temporary or continuing 
hardship exemptions.
    The rule also currently requires that, whenever a confirming 
electronic copy of an exhibit is filed pursuant to a hardship 
exemption, the exhibit index must specify where the confirming 
electronic copy can be located and the filer must place the designation 
``CE'' (confirming electronic) next to the listed exhibit in the 
exhibit index. We request comment on the usefulness of the rule's 
requirement that the exhibit index must specify where the confirming 
electronic copy can be located. For example, where an exhibit filed in 
paper under a temporary hardship exemption is later incorporated by 
reference into a filing, is the provision useful in locating the 
electronic confirming copy of the paper exhibit? If commenters find 
that the provision is not useful, we encourage commenters to provide 
suggested revisions to make the rule more helpful to users of the 
information.

B. Rule 102(e) of Regulation S-T

    Paragraph (e) of Rule 102 provides that any incorporation by 
reference by a registered investment company or a business development 
company must relate only to documents that have been filed in 
electronic format. We propose to amend this rule to codify staff 
interpretation that incorporation by reference in an EDGAR filing by a 
registered investment company or a business development company must 
relate only to documents that have been filed in electronic format on 
the EDGAR system. A filer may not incorporate by reference electronic 
filings made with us but not made via the EDGAR system.\69\
---------------------------------------------------------------------------

    \69\ For example, a registrant could not incorporate by 
reference in an EDGAR filing to a document submitted electronically 
on the IARD system.
---------------------------------------------------------------------------

C. Rule 201 of Regulation S-T

    Rule 201(a)(1) of Regulation S-T currently provides that, where a 
filer makes a paper submission pursuant to a temporary hardship 
exemption, a microfiche copy of the paper document is the official 
filing of the registrant. Microfiche is no longer the official format 
for filings made in paper under the temporary hardship exemption; paper 
filings are now electronically imaged. Accordingly, we propose to amend 
Rule 201(a)(1) to reflect this change. We are also removing the phrase 
``of the registrant,'' since an official filing may be made by a non-
registrant third party.

D. Rule 311(h)(1) of Regulation S-T

    Rule 311 sets forth the requirements for filers submitting 
documents in paper under cover of Form SE. Paragraph

[[Page 13696]]

(h)(1) of Rule 311 currently provides that, if the subject of a 
temporary hardship exemption is an exhibit only, a filer must file the 
exhibit under cover of Form SE no later than one business day after the 
date the exhibit was to be filed electronically. We propose to amend 
this provision to clarify the current requirement \70\ that the filer 
must submit the exhibit and a Form TH (the cover form for submitting a 
filing under a temporary hardship exemption) under cover of Form SE. 
\71\
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    \70\ See Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628] at 
footnote 213 and accompanying text.
    \71\ We also propose to make conforming amendments to Note 1 to 
Rule 201(a) of Regulation S-T (17 CFR 232.201(a)).
---------------------------------------------------------------------------

E. Form SE

    We propose to make an additional amendment to Form SE that 
parallels the changes to the exhibit index requirement discussed above. 
Currently, Form SE does not require the filer to specify under which of 
these rules the filer is submitting the paper format exhibit. We 
propose to amend the form to require filers to indicate under which 
rule they are submitting the paper exhibit, i.e., Rule 201 (Temporary 
Hardship Exemption), Rule 202 (Continuing Hardship Exemption), or Rule 
311 (Permitted Paper Exhibit). We also propose to amend the General 
Instructions to Form SE to clarify that, if the filer is submitting the 
exhibit under a temporary hardship exemption, the filer must submit 
both the exhibit and a Form TH (the cover form for submitting a filing 
under a temporary hardship exemption) under cover of Form SE. Finally, 
we propose to add to the General Instructions a statement of the 
current requirement that exhibits filed under a continuing hardship 
exemption must include the legend required by Rule 202(c) of Regulation 
S-T. \72\
---------------------------------------------------------------------------

    \72\ 17 CFR 232.202(c).
---------------------------------------------------------------------------

IV. General Request for Comment

    You are invited to submit written comments relating to the rule 
proposals set forth in this release. Comments may be submitted 
electronically or by paper. Electronic comments may be submitted by: 
(1) electronic form on the SEC Web site (http://www.sec.gov) or (2) e-
mail to sec.gov">rule-comments@sec.gov. Mail paper comments in triplicate to 
Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 
Fifth Street, NW., Washington, DC 20549-0609. All submissions should 
refer to file number S7-16-04; this file number should be included on 
the subject line if e-mail is used. To help us process and review your 
comments more efficiently, please use only one method. The Commission 
will post all comments on the Commission's internet Web site (http://www.sec.gov). Comments are also available for public inspection and 
copying in the Commission's Public Reference Room, 450 Fifth Street, 
NW., Washington, DC 20549. We do not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly.
    We request comment not only on the specific issues we discuss in 
this release, but on any other approaches or issues that we should 
consider in connection with filing on the EDGAR system, particularly 
filings by investment companies. We seek comment from any interested 
persons, including those required to file information with us on the 
EDGAR system, as well as investors, disseminators of EDGAR data, EDGAR 
filing agents, and other members of the public who have access to and 
use information from the EDGAR system.

V. Cost-Benefit Analysis

    We are sensitive to the costs and burdens of our rules. The rules 
we are proposing today reflect certain changes to the information 
currently provided in certain investment company submissions and 
technical amendments to our EDGAR filing rules. Specifically, the 
proposals would require certain open-end management investment 
companies and insurance company separate accounts to identify in their 
EDGAR submissions information relating to their series and classes (or 
contracts, in the case of separate accounts). This information is 
already required in the text of the filing itself; the proposals would 
require this information to be included in an electronically tagged 
form. In addition, the proposals would add several investment company 
filings to the list of those that must be filed electronically and make 
several minor and technical amendments to our rules governing the 
electronic submission of filings through EDGAR.

A. Expected Benefits

    We expect that the addition of series and class (contract) 
identifiers ultimately would result in considerable benefits to the 
securities markets, investors, and other members of the public, by 
expanding the accessibility of information, and increasing the types of 
information, filed and made available for public review through the 
EDGAR system. The primary goal of the EDGAR system since its inception 
has been to facilitate the rapid dissemination of financial and 
business information in connection with filings, including filings by 
investment companies. Requiring these entities to identify the series 
and classes (or contracts) to which filings relate would benefit 
members of the investing public and the financial community by making 
information contained in Commission filings more easily searchable and 
readily available to them.
    We believe that currently EDGAR can be difficult to use to find 
filings related to specific series and classes of funds, discouraging 
both the public and Commission staff from using it. We believe the 
improvements that would result from the series and class project would 
induce a substantial amount of new demand for the services provided by 
the EDGAR system and our public Web site. The proposals would result in 
the benefit to the public of the EDGAR page of our Web site being a 
comprehensive source from which to find series and class filings.
    We also expect that our proposals for mandatory electronic filing 
of documents that previously could be filed only in paper format would 
result in economic benefits to current electronic filers. Investment 
companies should benefit from the increased efficiencies in the filing 
process for these filings resulting from the proposed amendments. By 
electronically transmitting theses documents directly to the 
Commission, investment companies will avoid the uncertainties and 
delays that can occur with the manual delivery of paper filings. Filers 
also will benefit from no longer having to submit multiple copies of 
paper documents to the Commission.
    The proposed amendments should benefit investors, financial 
analysts and others by increasing the efficiency of retrieving and 
disseminating fidelity bonds, litigation materials, and sales 
literature (for non-NASD) filed with the Commission. The mandated 
electronic transmission of these documents will enable investors to 
access them more quickly. Instead of having to come in person or 
through an agent to the Commission's public reference room to conduct a 
search for a particular filing that is in paper or microfiche, an 
investor will be able to find and review the filing on any computer 
with an Internet connection by accessing the EDGAR system through the 
Commission's Web site or through a third party Web site that links to 
EDGAR. The proposed amendments will also enable financial analysts and 
others to retrieve, analyze and disseminate more rapidly this 
information. An investor should be able to form more

[[Page 13697]]

efficient investment decisions about particular investment companies. 
Both filers and investors should benefit from increased efficiencies in 
the Commission's storage, retrieval, and analysis of these filings 
which would result from the proposed amendments. Mandated EDGAR filing 
of these documents would result in their addition to the Commission's 
central electronic repository of filings that is free to anyone that 
has access to a computer linked to the Internet. Because the 
Commission's staff will be able to retrieve and analyze information 
contained in these filings more readily than under our current paper 
system, mandated electronic filing of these documents should facilitate 
the staff's retrieval and review of a particular document.

B. Expected Costs

    We believe that the rules we propose today for identification of 
series and classes (contracts) impose few or no costs related to 
substantive disclosure. Rather, the proposals may result in initial 
costs in connection with entering information onto the EDGAR filing Web 
site to obtain identifiers. Filers may experience some minimal costs in 
initially keying in data on their series and classes (contracts) when 
they obtain their identifiers. Additionally, they may experience 
minimal programming costs in including the identifying data in 
specified filings and, when necessary, obtaining identifiers for new 
series and classes (contracts). Disseminators of EDGAR data and EDGAR 
filing agents may incur some transitional costs as they revise their 
software and, in some instances, hardware to accommodate the proposed 
tagging changes to keep track of series and class identifiers for 
certain investment company filings. Disseminators may choose to 
reprogram their systems to take advantage of the new tagging scheme for 
identifying series and classes of mutual funds and contracts of 
insurance company separate accounts. As a result, disseminators may 
incur additional costs for processing.
    We expect that the proposed amendments to make certain filings 
mandatory electronic submissions will result in some costs to issuers. 
However, for the following reasons, we also expect that filers should 
not bear the full range of costs resulting from adoption of the 
proposed amendments. The expected costs consist of ongoing costs, but 
not initial costs. Initial costs are those associated with the purchase 
of compatible computer equipment and software, including EDGAR software 
if obtained from a third-party vendor and not from the Commission's Web 
site. Initial costs also include those resulting from the training of 
existing employees to be EDGAR proficient or the hiring of additional 
employees or agents that are already skilled in EDGAR processing. 
Initial costs further include those associated with the formatting and 
transmission of a foreign issuer's first document filed on EDGAR. These 
transmission costs may include those related to subscribing to an 
Internet service provider. All filers who would be affected by these 
proposals are current EDGAR filers who will experience no additional 
initial costs. Ongoing costs are those associated with the electronic 
formatting and transmission of subsequent EDGAR filings. Filers may 
also incur future costs resulting from the training or hiring of 
employees regarding updated EDGAR filing requirements. The magnitude of 
these costs will depend on filers' levels of technological proficiency 
and their previous familiarity with EDGAR filing requirements. They 
will incur the costs associated with formatting and transmitting their 
documents on EDGAR. These filers have already incurred initial costs 
associated with the preparation of most of their filings in an 
electronic format. They have already trained their employees or hired 
an in-house information technology team or a third party agent, such as 
an Internet services company or financial printer, to format 
electronically their financial statements and other documents of 
interest to investors. These filers should be capable of electronically 
processing these documents for the EDGAR system. Consequently, the 
mandated EDGAR requirements should result only in costs related 
primarily to the electronic formatting of these documents in a format 
compatible with EDGAR, and transmission of the EDGAR formatted 
documents to the Commission.
    We expect the technical corrections to the Regulation S-T 
provisions should be beneficial to filers inasmuch as they, as have 
previous technical corrections, would clarify existing rules and make 
the filing community at large more aware of current practices and 
interpretations.

C. Comment Solicited

    We solicit comment on the costs and benefits of the proposed 
amendments. We request your views on the costs and benefits described 
above as well as on any other costs and benefits that could result from 
adoption of these proposals. Please identify any costs or benefits 
associated with the rule proposals relating to series and class 
(contract) identifiers, proposed categories of additional mandatory 
electronic filings, and technical corrections to our electronic filing 
rules governing the EDGAR system and any impact that the rule proposals 
may have on the ease of locating and using EDGAR data. In particular, 
what are the benefits that investors, financial analysts, other members 
of the financial community, and foreign issuers should realize from 
these proposals? Will the proposed amendments help an investor to form 
more efficient investment decisions about investment companies? What 
are the expected initial and ongoing costs of series and class 
(contract) identification and the added categories of mandated EDGAR 
filing? Will the magnitude of these costs depend on filers' levels of 
technological proficiency and their previous familiarity with EDGAR 
filing requirements? Are there costs in addition to those discussed 
above? Are there unidentified costs associated with the proposed 
technical amendments and, if so, what are they?
    We encourage commenters to identify any costs or benefits 
associated with the rule proposals. We also request data to quantify 
the costs and value of the benefits identified.

VI. Analysis of Burdens on Competition, Capital Formation and 
Efficiency

    Section 23(a)(2) of the Exchange Act requires us, in adopting rules 
under the Exchange Act, to consider the anti-competitive effects of any 
rules that we adopt thereunder. Furthermore, section 2(b) of the 
Securities Act,\73\ section 3(f) of the Exchange Act,\74\ and section 
2(c) \75\ of the Investment Company Act require us, when engaging in 
rulemaking, and considering or determining whether an action is 
necessary or appropriate in the public interest, to consider whether 
the action would promote efficiency, competition, and capital formation 
and to consider any anti-competitive effects of proposed rules. In 
compliance with our responsibilities under these sections, we request 
comment on whether the proposals, if adopted, would promote efficiency, 
competition, and capital formation. We encourage commenters to provide 
empirical data or other facts to support their views.
---------------------------------------------------------------------------

    \73\ 15 U.S.C. 77b(b).
    \74\ 15 U.S.C. 78c(f).
    \75\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    In compliance with our responsibilities under the previously 
mentioned provisions, we considered preliminarily whether the 
amendments would promote efficiency, competition and capital formation. 
We ask for

[[Page 13698]]

comment on whether filing agents and information disseminators would be 
disparately affected depending on whether they choose to reprogram 
their systems to use the additional EDGAR tagging information available 
for investment companies. However, as a preliminary matter, we believe 
that the proposed rules would not impose any burden on competition not 
necessary or appropriate in the furtherance of the purposes of the 
securities laws.
    Preliminarily, we believe it is likely that the proposed rules if 
adopted would not have any adverse effect on capital formation. We 
believe they would promote efficiency by making the information 
investors can receive electronically easier to find. The proposed rules 
would apply equally to all entities of the same types currently 
required to file on EDGAR. Because the proposed rules and amendments 
are designed to require filers to provide information in a format that 
would be more useful to investors, we believe, as a preliminary matter, 
that the amendments are appropriate in the public interest and for the 
protection of investors.

VII. Initial Regulatory Flexibility Analysis

    This Initial Regulatory Flexibility Analysis (Analysis) has been 
prepared in accordance with 5 U.S.C. 603 and relates to our proposed 
rule and form amendments under the Securities Act, the Exchange Act, 
the Investment Company Act, the Trust Indenture Act, and the Public 
Utility Holding Company Act to require that open-end investment 
companies and insurance company separate accounts electronically 
identify in their filings to which of their series and classes (or 
contracts) the filing relates; to add several investment company 
filings to the list of filings that must be made electronically; and to 
make a number of technical amendments to rules and forms in connection 
with filing on the EDGAR system. Specifically, the proposals would 
require certain open-end management investment companies and insurance 
company separate accounts to identify in their EDGAR submissions 
information relating to their series and classes (or contracts, in the 
case of separate accounts). In addition, they would add several 
investment company filings to the list of those that must be filed 
electronically and make several minor and technical amendments to our 
rules governing the electronic submission of filings through EDGAR.

A. Reasons for, and Objectives of, Proposed Amendments

    Many open-end investment companies (mutual funds) registering on 
Form N-1A are organized as single registrants with several portfolios 
(series) under sections 18(f)(1) and (2) of the Investment Company Act 
and Rule 18f-2 thereunder. Each series may also issue more than one 
class of securities under Rule 18f-3 of the Investment Company Act. 
Series and classes of a registrant are often marketed separately, 
without reference to other series or classes or to the registrant's 
name. The same is true for insurance company separate accounts 
organized as management investment companies registering on Form N-3.
    Insurance company separate accounts register and issue multiple 
contracts. The individual contracts of insurance company separate 
accounts registering on Forms N-4 (funded by separate accounts 
organized as unit investment trusts) and N-6 (funded by separate 
accounts organized as unit investment trust that offer variable life 
insurance policies) \76\ are also marketed separately and make filings 
separately under the name of the Investment Company Act registrant.
---------------------------------------------------------------------------

    \76\ 17 CFR 239.17c and 274.11d.
---------------------------------------------------------------------------

    Any particular filing for a single registrant may be filed for only 
some of its series and classes (or contracts, in the case of separate 
accounts). A single registrant may make multiple filings of the same 
type (or example, post-effective amendment filings), each covering 
different series and/or classes (or contracts) of that registrant. We 
keep records of filings on an investment company registrant basis, but 
we do not keep records on a series, class or contract basis. Our 
objective is to be able to track filings on a series and class 
(contract) basis by requiring that open-end management investment 
companies and separate accounts who register on Forms N-1A, N-3, N-4, 
and N-6 (collectively, ``S/C Funds'') obtain identifiers for their 
series and classes (or contracts, in the case of separate accounts) and 
electronically identify for which series and classes (or contracts) of 
the S/C Fund a particular filing is made.
    On and after the Mandatory Series/Class (Contract) Identification 
Date, S/C Funds would have to use series and class (contract) 
identifiers in certain EDGAR submissions specified in the EDGAR Filer 
Manual. The series and class (or contract) identification would be 
added as a requirement to the EDGARLink header templates of certain 
investment company EDGAR submissions.
    The proposals would also require certain current paper filings to 
be submitted electronically. Currently, investment companies must 
submit in paper filings under section 17(g),\77\ sales literature filed 
with us under section 24(b),\78\ and litigation material filed under 
section 33 of the Investment Company Act.\79\ We recommend that the 
Commission propose to amend Rule 101 to make these submissions 
mandatory electronic submissions.
---------------------------------------------------------------------------

    \77\ 15 U.S.C. 80a-17(g). See Release No. 33-6978 and Release 
No. 33-7241 at footnotes 26-32 and accompanying text.
    \78\ 15 U.S.C. 80a-24(b).
    \79\ 15 U.S.C. 80a-31.
---------------------------------------------------------------------------

    Finally, the proposals would modify Rule 102(d) of Regulation S-T 
regarding references to paper filings in the electronic filings' 
exhibit indices to require references to all exhibits filed in paper 
and make changes to Form SE to make it more useful (e.g., identify the 
applicable rule in Regulation S-T allowing the exhibit to be filed in 
paper).

B. Legal Basis

    We are proposing amendments to Rules 11, 102, 201, and 311 of 
Regulation S-T and Forms SE and TH under the Securities Act, the 
Securities Exchange Act, the Public Utility Holding Company Act, the 
Trust Indenture Act, and the Investment Company Act, and are proposing 
new Rule 312 under Regulation S-T, pursuant to authority set forth in 
sections 6, 7, 8, 10 and 19(a) of the Securities Act (15 U.S.C. 77f, 
77g, 77h, 77j, and 77s(a)), sections 3, 12, 13, 14, 15(d), 23(a) and 
35A of the Exchange Act (15 U.S.C.78c, 78l, 78m, 78n, 78o(d), 78w(a) 
and 7878ll), sections 3, 5, 6, 7, 10, 12, 13, 14, 17 and 20 of the 
Public Utility Holding Company Act (15 U.S.C. 79c, 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, and79t), section 319 of the Trust Indenture Act (15 
U.S.C. 77sss), and sections 8, 30, 31 and 38 of the Investment Company 
Act (15 U.S.C. 80a-8, 80a-29, 80a-30, 80a-37).

C. Small Entities Subject to the Rule

    For purposed of the Regulatory Flexibility Act, an investment 
company is a small entity if it, together with other investment 
companies in the same group of related investment companies, has net 
assets of $50 million of less as of the end of its most recent fiscal 
year.\80\ Approximately 145 out of 5,025 investment companies 
registered on

[[Page 13699]]

Form N-1A meet this definition.\81\ We estimate that few, if any, 
separate accounts registered on Form N-3, N-4, or N-6 are small 
entities.\82\
---------------------------------------------------------------------------

    \80\ 17 CFR 270.0-10.
    \81\ This estimate is based on analysis by the Division of 
Investment Management staff of information from databases compiled 
by third-party information providers, including Morningstar, Inc. 
and Lipper.
    \82\ This estimate is based on figures complied by the Division 
of Investment Management staff regarding separate accounts 
registered on Forms N-3, N-4, and N-6. In determining whether an 
insurance company separate account is a small entity for purposes of 
the Regulatory Flexibility Act, the assets of insurance company 
separate accounts are aggregated with the assets of their sponsoring 
insurance companies. Rule 0-10(b) under the Investment Company Act 
(17 CFR 270.0-10(b)).
---------------------------------------------------------------------------

D. Reporting, Recordkeeping, and Other Compliance Requirements

    The proposed amendments would require S/C funds to include in their 
EDGAR filings identification of their series and classes (contracts). 
It would also require them to provide information concerning the type 
of investment company and information about the other party to a merger 
filing.
    The Commission estimates some one-time formatting and on-going 
burdens that would be imposed on all funds, including funds that are 
small entities. We note, however, that funds currently must keep track 
of their series and classes (or contracts) and that the addition of a 
number assigned to each should create only a de minimus burden. We 
solicit comment on the effect the proposed amendments would have on 
small entities.

E. Duplicative, Overlapping or Conflicting Federal Rules

    There are no rules that duplicate, overlap, or conflict with the 
proposed amendments.

F. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider significant 
alternatives that would accomplish our stated objectives, while 
minimizing any significant adverse impact on small issuers. In 
connection with the proposed rules and rule and form amendments, the 
Commission considered the following alternatives: (i) The establishment 
of differing compliance or reporting requirements that take into 
account the resources available to small entities; (ii) the 
clarification, consolidation, or simplification of compliance and 
reporting requirements under the proposed amendments for small 
entities; (iii) the use of performance rather than design standards; 
and (iv) an exemption from coverage of the proposed amendments, or any 
part thereof, for small entities. The proposals would require S/C funds 
to include in their EDGAR filings identification of their series and 
classes (contracts). They would also require them to provide 
information concerning the type of investment company and information 
about the other party to a merger filing.
    The Commission believes at the present time that special compliance 
or reporting requirements for small entities, or an exemption from 
coverage for small entities, would not be appropriate or consistent 
with investor protection. Different requirements for funds that are 
small entities may create the risk that the shareholders in these funds 
would not be as able as investors in larger funds to locate Commission 
filings and disclosure documents. We believe it is important that the 
benefits resulting from the be provided to investors in all investment 
companies, not just investors in investment companies that are not 
considered small entities.
    We have endeavored through the proposed amendments to minimize the 
regulatory burden on all funds, including small entities, while meeting 
our regulatory objectives. Small entities should benefit form the 
Commission's reasoned approach to the proposed amendments to the same 
degree as other investment companies. Further clarification, 
consolidation, or simplification of the proposals for funds that are 
small entities would be inconsistent with the Commission's concern for 
investor protection. Finally, we do not consider using performance 
rather than design standards to be consistent with our statutory 
mandate of investor protection.

G. Solicitation of Comments

    The Commission encourages the submission of written comments with 
respect to any aspect of this analysis. Comment is specifically 
requested on the number of small entities that would be affected by the 
proposed rules and rule and form amendments and the likely impact of 
the proposals on small entities. Commenters are asked to describe the 
nature of any impact and provide empirical data supporting the extent 
of the impact. These comments will be considered in the preparation of 
the Final Regulatory Flexibility Analysis if the proposed rules and 
rule and form amendments are adopted, and will be placed in the same 
public file as comments on the proposed amendments themselves. Comments 
may be submitted electronically or by paper. Electronic comments may be 
submitted by: (1) Electronic form on the SEC Web site (http://www.sec.gov) or (2) e-mail to sec.gov">rule-comments@sec.gov. Mail paper 
comments in triplicate to Jonathan G. Katz, Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 
All submissions should refer to file number S7-16-04; this file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov). Comments are also available for 
public inspection and copying in the Commission's Public Reference 
Room, 450 Fifth Street, NW., Washington, DC 20549. We do not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly.

VIII. Paperwork Reduction Act

    The proposed rule amendments would affect two forms that contains 
``collection of information'' requirements within the meaning of the 
Paperwork Reduction Act of 1995.\83\ The title of the affected 
information collections are the EDGAR Forms SE and TH.
---------------------------------------------------------------------------

    \83\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

    Form SE (OMB Control Number 3235-0327) is used by electronic filers 
to submit exhibits in paper to the extent permitted under Rules 201, 
202 and 311 of Regulation S-T; Form TH (Control Number 3235-0425) is 
used by electronic filers to submit paper filings pursuant to a 
temporary hardship exemption to the extent permitted under Rule 201 
under Regulation S-T.
    Compliance with the proposed amendments would be mandatory. The 
information required by the proposed amendments would not be kept 
confidential. The above forms would not impose a retention period for 
any recordkeeping requirements.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid control number. We expect that, if adopted, the 
proposed amendments would obligate applicants to disclose on Forms SE 
and TH essentially the same information that they are required to 
disclose today. We therefore believe that the overall information 
collection burden of Forms SE and TH would remain approximately the 
same. As a result, we have not submitted the revisions to the 
collections of information to the Office of Management and Budget for 
review

[[Page 13700]]

under 44 U.S.C. 3507(d) and 5 CFR 1320.11.
    We are soliciting comment on the expected Paperwork Reduction Act 
effects of the proposed rule amendments. In particular, we solicit 
comment on the accuracy of our estimate that no additional burden would 
result from the proposed amendments. We further request comment on 
whether the proposed changes to the collection of information are 
necessary for the proper performance of the Commission's functions, 
including whether the additional information garnered would have 
practical utility. In addition, we solicit comment on whether there are 
ways to enhance the quality, utility, and clarity of the information to 
be collected. We further solicit comment on whether there are ways to 
minimize the burden of information collection on those applicants who 
file Forms SE and TH, including through the use of automated collection 
techniques or other forms of information technology. Finally, we 
solicit comment on whether the proposed amendments would have any 
effects on any other collection of information not previously 
identified in this section.

IX. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996,\84\ a rule is ``major'' if it results or is likely to 
result in:
---------------------------------------------------------------------------

    \84\ Pub. L. 104-21, title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

 An annual effect on the economy of $100 million or 
more;
 A major increase in costs or prices for consumer of 
individual industries; or
 Significant adverse effects on competition, 
investment, or innovation.
    We request comment on and information regarding the potential 
impact of the proposed amendments on the economy on an annual basis. In 
particular, comments should address whether the proposed changes, if 
adopted, would have a $100,000,000 annual effect on the economy, cause 
a major increase in costs or prices, or have a significant adverse 
effect on competition, investment, or innovation. We request commenters 
to empirical data to support their views.

X. Statutory Basis

    We propose the rule amendments outlined above under sections 6, 7, 
8, 10 and 19(a) of the Securities Act, sections 3, 12, 13, 14, 15(d), 
23(a) and 35A of the Exchange Act, sections 3, 5, 6, 7, 10, 12, 13, 14, 
17 and 20 of the Public Utility Holding Company Act, section 319 of the 
Trust Indenture Act, and sections 8, 30, 31 and 38 of the Investment 
Company Act.

List of Subjects

17 CFR Part 232

    Administrative practice and procedure, Confidential business 
information, Reporting and recordkeeping requirements, Securities.

17 CFR Part 239

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 249

    Brokers, Reporting and recordkeeping requirements, Securities.

17 CFR Part 259

    Electric utilities, Holding companies, Reporting and recordkeeping 
requirements, Securities.

17 CFR Part 269

    Securities, Trusts and trustees.

17 CFR Part 270

    Confidential business information, Investment companies, Reporting 
and recordkeeping requirements, Securities.

17 CFR Part 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

Text of the Proposed Rule and Form Amendments

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is proposed to be amended as follows.

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    1. The authority citation for Part 232 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.
* * * * *
    2. Amend Sec.  232.11 by revising the definition of ``official 
filing'' to read as follows:


Sec.  232.11  Definition of terms used in part 232.

* * * * *
    Official filing. The term official filing means any filing that is 
received and accepted by the Commission, regardless of filing medium 
and exclusive of header information, tags and any other technical 
information required in an electronic filing; except that electronic 
identification of investment company type and inclusion of identifiers 
for series and class (or contract, in the case of separate accounts of 
insurance companies) as required by rule 312 of Regulation S-T (Sec.  
232.312) are deemed part of the official filing.
* * * * *
    3. Amend Sec.  232.101 by revising paragraphs (a)(1)(iv) and (c)(7) 
to read as follows:


Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (iv) Documents filed with the Commission pursuant to sections 8, 
17, 20, 23(c), 24(b), 24(e), 24(f), 30, and 33 of the Investment 
Company Act (15 U.S.C. 80a-8, 80a-17, 80a-20, 80a-23(c), 80a-24(b), 
80a-24(e), 80a-24(f), 80a-29, and 80a-32); provided, however that 
submissions under section 6(c) of that Act (15 U.S.C. 80a-6(c)) and 
documents related to applications for exemptive relief under any 
section of that Act, shall not be made in electronic format;
* * * * *
    (c) * * *
    (7) Promotional and sales material submitted pursuant to Securities 
Act Industry Guide 5 (Sec.  229.801(e) of this chapter) or otherwise 
supplementally furnished for review by the staff of the Division of 
Corporation Finance;
* * * * *
    4. Amend Sec.  232.102 by revising paragraphs (d) and (e) to read 
as follows:


Sec.  232.102  Exhibits.

* * * * *
    (d) Each electronic filing requiring exhibits must include an 
exhibit index which must immediately precede the exhibits filed with 
the document. The index must list each exhibit filed, whether filed 
electronically or in paper. Whenever a filer files an exhibit in paper 
pursuant to a temporary or continuing hardship exemption (Sec.  232.201 
or Sec.  232.202) or pursuant to rule 311 (Sec.  232.311), the filer 
must place the letter ``P'' next to the listed exhibit in the exhibit 
index of the electronic filing to reflect the fact that the filer filed 
the exhibit in paper. In addition, if the exhibit is filed in paper 
pursuant to rule 311 (Sec.  232.311), the filer must place the 
designation ``Rule 311'' next to the letter ``P'' in the exhibit index. 
If the exhibit is filed in paper pursuant to a temporary or continuing 
hardship exemption, the filer must place the letters ``TH'' or ``CH,'' 
respectively, next to the letter ``P'' in the exhibit index. Whenever 
an electronic confirming copy of an exhibit is filed pursuant to a 
hardship exemption (Sec.  232.201 or

[[Page 13701]]

Sec.  232.202(d)), the exhibit index should specify where the 
confirming electronic copy can be located; in addition, the designation 
``CE'' (confirming electronic) should be placed next to the listed 
exhibit in the exhibit index.
    (e) Notwithstanding the provisions of paragraphs (a) through (d) of 
this section, any incorporation by reference by a registered investment 
company or a business development company must relate only to documents 
that have been filed in electronic format on the EDGAR system, unless 
the document has been filed in paper under a hardship exemption (Sec.  
232.201 or Sec.  232.202) and any required confirming electronic copy 
has been submitted.
* * * * *
    5. Amend Sec.  232.201 by revising paragraph (a)(1), revising the 
note heading following paragraph (a)(4), and revising Note 1 to read as 
follows:


Sec.  232.201  Temporary hardship exemption.

    (a) * * *
    (1) An electronic imaged copy of the paper format document shall be 
the official filing for purposes of the federal securities laws.
* * * * *

    Notes to paragraph (a):
    1. Where a temporary hardship exemption relates to an exhibit 
only, the filer must file the paper format exhibit and a Form TH 
(Sec. Sec.  239.65, 249.447, 259.604, 269.10 and 274.404 of this 
chapter) under cover of Form SE (Sec. Sec.  239.64, 249.444, 
259.603, 269.8, and 274.403 of this chapter).
* * * * *
    6. Amend Sec.  232.311 by revising paragraph (h)(1) to read as 
follows:


Sec.  232.311  Documents submitted in paper under cover of Form SE.

* * * * *
    (h) * * *
    (1) If the subject of a temporary hardship exemption is an exhibit 
only, the filer must file the exhibit and a Form TH (Sec. Sec.  239.65, 
249.447, 259.604, 269.10 and 274.404 of this chapter) under cover of 
Form SE (Sec. Sec.  239.64, 249.444, 259.603, 269.8, and 274.403 of 
this chapter) no later than one business day after the date the exhibit 
was to be filed electronically.
* * * * *
    7. Section 232.312 is added to read as follows:


Sec.  232.312  Identification of investment company type and series 
and/or class (or contract).

    (a) Registered investment companies and business development 
companies must indicate their investment company type, based on whether 
the registrant's last effective registration statement or amendment was 
filed on Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter), 
Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this chapter), Form N-3 
(Sec. Sec.  239.17A and 274.11b of this chapter), Form N-4 (Sec. Sec.  
239.17b and 274.11c of this chapter), Form N-5(Sec. Sec.  239.24 and 
274.5 of this chapter), Form N-6 (Sec. Sec.  239.17c and 274.11d of 
this chapter), Form S-1 (Sec.  239.11 of this chapter), Form S-3 (Sec.  
239.13 of this chapter), or Form S-6 (Sec.  239.16 of this chapter) in 
those EDGAR submissions identified in the EDGAR Filer Manual.
    (b) Registered investment companies whose last effective 
registration statement or amendment was filed on Form N-1A (Sec. Sec.  
239.15A and 274.11A of this chapter), Form N-3 (Sec. Sec.  239.17A and 
274.11b of this chapter), Form N-4 (Sec. Sec.  239.17b and 274.11c of 
this chapter), or Form N-6 (Sec. Sec.  239.17c and 274.11d of this 
chapter) must, under the procedures set forth in the EDGAR Filer 
Manual:
    (1) Provide electronically, and keep current, information 
concerning their existing and new series and/or classes (or contracts, 
in the case of separate accounts), including series and/or class name 
and ticker symbol, if any, and be issued series and/or class (or 
contract) identification numbers;
    (2) Deactivate for EDGAR purposes any series and/or class (or 
contract, in the case of separate accounts) that are no longer offered, 
go out of existence, or deregister following the last filing for that 
series and/or class (or contract, in the case of separate accounts), 
but the registrant must not deactivate the last remaining series unless 
the registrant deregisters; and
    (3) For those EDGAR submissions identified in the EDGAR Filer 
Manual, include all series and/or class (or contract) identifiers of 
each series and/or class (or contract) on behalf of which the filing is 
made.
    (c) Registered investment companies whose last effective 
registration statement or amendment was filed on Form N-1A (Sec. Sec.  
239.15A and 274.11A of this chapter), Form N-3 (Sec. Sec.  239.17A and 
274.11b of this chapter), Form N-4 (Sec. Sec.  239.17b and 274.11c of 
this chapter), or Form N-6 (Sec. Sec.  239.17c and 274.11d of this 
chapter) must provide electronically, as specified in the EDGAR Filer 
Manual, in the EDGAR submission identifying information concerning the 
acquiring fund and the target fund (and the series and/or classes(es), 
if any, of each if in existence at the time of the filing) in 
connection with merger filings on Form N-14 (Sec.  239.23 of this 
chapter), under Securities Act rule 425 (Sec.  230.425 of this 
chapter), and in compliance with Regulation 14A (Sec.  240.14a-1 of 
this chapter), Schedule 14A (Sec.  240.14a-101 of this chapter), and 
all other applicable rules and regulations adopted pursuant to section 
14(a) of the Exchange Act, as referenced in Investment Company Act rule 
20a-1 (Sec.  270.20a-1 of this chapter).
    (d) Non-registrant third party filers making proxy filings with 
respect to investment companies must designate in the EDGAR submission 
the type of investment company (as referenced in paragraph (a) of this 
section) and include series and/or class (or contract) identifiers in 
designated EDGAR proxy submission types, in accordance with the EDGAR 
Filer Manual.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    8. The authority citation for Part 239 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-26, 80a-29, 80a-30 and 
80a-37, unless otherwise noted.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    9. The authority citation for Part 249 continues to read in part as 
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C. 
1350, unless otherwise noted.
* * * * *

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY 
ACT OF 1935

    10. The authority citation for Part 259 continues to read as 
follows:

    Authority: 15 U.S.C. 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 
79t.

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

    11. The authority citation for Part 269 continues to read as 
follows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77sss, 78ll(d), unless otherwise noted.

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

    12. The authority citation for Part 270 continues to read in part 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39, 
unless otherwise noted.
* * * * *

[[Page 13702]]

    13. Section 270.24b-2 is revised to read as follows:


Sec.  270.24b-2  Filing copies of sales literature.

    Copies of material filed with the Commission for the sole purpose 
of complying with section 24(b) of the Act (15 U.S.C. 80a-24(b)) either 
shall be accompanied by a letter of transmittal which makes appropriate 
references to said section or shall make such appropriate reference on 
the face of the material.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    14. The authority citation for Part 274 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.
* * * * *
    15. Revise Form SE (referenced in Sec. Sec.  239.64, 249.444, 
259.603, 269.8 and 274.403) to read as follows:

    Note--The text of Form SE does not and this amendment will not 
appear in the Code of Federal Regulations.

OMB APPROVAL

OMB Number: 3235-xxxx
Expires: xxxxxxxxxxxxxxxx
Estimated average burden hours per response: xxxx

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, DC

FORM SE--FORM FOR SUBMISSION OF PAPER FORMAT EXHIBITS BY EDGAR 
ELECTRONIC FILERS

-----------------------------------------------------------------------
Exact name of registrant as specified in charter
-----------------------------------------------------------------------
Registrant CIK Number
-----------------------------------------------------------------------
Electronic report, schedule or registration statement
-----------------------------------------------------------------------
SEC filer number,
    of which the documents are a part
    if available
-----------------------------------------------------------------------
    S-
-----------------------------------------------------------------------
(Series identifier(s) and names(s), if applicable; add more lines as 
needed)
    C-
-----------------------------------------------------------------------
(Class identifier(s) and names(s), if applicable; add more lines as 
needed)
-----------------------------------------------------------------------
Report period (if applicable)
-----------------------------------------------------------------------
Name of person filing this exhibit (if other than the registrant)
    Identify the provision of Regulation S-T (Sec.  232 of this 
chapter) under which this exhibit is being filed in paper (check only 
one):
-----------------------------------------------------------------------
    Rule 201 (Temporary Hardship Exemption)
-----------------------------------------------------------------------
    Rule 202 (Continuing Hardship Exemption)
-----------------------------------------------------------------------
    Rule 311 (Permitted Paper Exhibit)

SIGNATURES

    Filings Made by the Registrant:
    The registrant has duly caused this form to be signed on its behalf 
by the undersigned, duly authorized, in the City of ----------------, 
State of ------------, on -------- 20 --------.
-----------------------------------------------------------------------
Registrant
    By:
-----------------------------------------------------------------------
(Name)
-----------------------------------------------------------------------
(Title)
Filings Made by Person Other than the Registrant:
After reasonable inquiry and to the best of my knowledge and belief, I 
certify on -------- 20 ------, that the information set forth in this 
statement is true and complete.
By:
-----------------------------------------------------------------------
(Name)
-----------------------------------------------------------------------
(Title)

FORM SE--GENERAL INSTRUCTIONS

1. Rule as to Use of Form SE.

    A. Electronic filers must use this form to submit any paper format 
exhibit under the Securities Act of 1933, the Securities Exchange Act 
of 1934, the Public Utility Holding Company Act of 1935, the Trust 
Indenture Act of 1939, or the Investment Company Act of 1940, provided 
that the submission of such exhibit in paper is permitted under Rule 
201, 202, or 311 of Regulation S-T (Sec.  232.201, 232.202, or 232.311 
of this chapter).
    B. Electronic filers are subject to Regulation S-T (Part 232 of 
this chapter) and the EDGAR Filer Manual. We direct your attention to 
the General Rules and Regulations under the Securities Act of 1933, the 
Securities Exchange Act of 1934, the Public Utility Holding Company Act 
of 1935, the Trust Indenture Act of 1939, the Investment Company Act of 
1940, and the electronic filing rules and regulations under these Acts.

2. Preparation of Form SE.

    Submit in paper format four complete copies of both the Form SE and 
the exhibit filed under cover of the Form SE.

3. Filing of Form SE

    A. If you are filing the exhibit under a temporary hardship 
exemption, submit the exhibit and a Form TH (Sec. Sec.  239.65, 
249.447, 259.604, 269.10 and 274.404 of this chapter) under cover of 
this Form SE no later than one business day after the date on which the 
exhibit was to have been filed electronically. See Rule 201 of 
Regulation S-T (Sec.  232.201 of this chapter).
    B. If you are filing the exhibit under a continuing hardship 
exemption under Rule 202 of Regulation S-T, or as allowed by Rule 311 
of Regulation S-T, you may file the exhibit in paper under cover of 
Form SE up to six business days before or on the date of filing of the 
electronic format document to which it relates; you may not file the 
exhibit after the filing date of the electronic document to which it 
relates. Exhibits filed under a continuing hardship exemption must 
include the legend required by Rule 202(c). If you submit the paper 
exhibit in this manner, you will have satisfied any requirements that 
you file the exhibit with, provide the document with, or have the 
document accompany the electronic filing. This instruction does not 
affect any requirement that you deliver or furnish the information in 
the exhibit to persons other than the Commission.
    C. Identify the exhibit being filed. Attach to the Form SE the 
paper format exhibit and an exhibit index if required by Item 601 of 
Regulation S-K (Sec.  229.601 of this chapter).

4. Signatures

    A. Submit one copy signed by each person on whose behalf you are 
submitting the form or by that person's authorized representative. If 
the form is signed by the authorized representative of a person (other 
than an executive officer or general partner), file with the form the 
evidence of the authority of the representative to sign on behalf of 
such person, except that you may incorporate by reference a power of 
attorney for this purpose that is already on file with the Commission.
    B. Signatures may be in typed form rather than manual format.
    16. Revise Form TH (referenced in Sec. Sec.  239.65, 249.447, 
259.604, 269.10 and 274.404 of this chapter) to read as follows:

    Note--The text of Form TH does not and this amendment will not 
appear in the Code of Federal Regulations.

[[Page 13703]]

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United States Securities and Exchange Commission, Washington, DC

Form TH--Notification of Reliance on Temporary Hardship Exemption

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Report, schedule or registration statement to which the hardship 
exemption relates (give period of report, if applicable)
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SEC file number(s) under which filing made (Required, if assigned)
-----------------------------------------------------------------------
CIK of filer or subject company CIK, as applicable
-----------------------------------------------------------------------
Name of Filer or subject company, as applicable
-----------------------------------------------------------------------
Filed-by CIK (for subject company filings only)
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Name of ``filed-by'' entity (for subject company filings only)
-----------------------------------------------------------------------
    S-
-----------------------------------------------------------------------
(Series identifier(s) and names(s), if applicable; add more lines as 
needed)
    C-
-----------------------------------------------------------------------
(Class identifier(s) and names(s), if applicable; add more lines as 
needed)

Part I--Filer Information

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Full Name of Filer
-----------------------------------------------------------------------
Address of Principal Office
-----------------------------------------------------------------------
Street and Number
-----------------------------------------------------------------------
City, State, and Postal Code; Country, if other than US

Part II--Information Relating to the Hardship

    Furnish the following information:
    1. A description of the nature and extent of the temporary 
technical difficulties experienced by the electronic filer in 
attempting to submit the document in electronic format.
    2. A description of the extent to which the electronic filer has 
successfully submitted documents previously in electronic format with 
the same hardware and software, in test of required filings.
    3. A description of the burden and expense involved to employ 
alternative means to submit the electronic submission in a timely 
manner.
    Any other reasons an exemption is warranted.

Part III--Representation of Intent to Submit Confirming Electronic Copy

    The filer shall include a representation that it shall cause to be 
filed a confirming electronic copy of the document file in paper under 
cover of the Form TH and that its filing will be in accordance with 
Rule 201(b) of Regulation S-T ( 232.201(b)) and appropriately 
designated as a ``confirming electronic copy'' in accordance with the 
requirements of the EDGAR Filer Manual.

Part IV--Contact Person

    Name, telephone number, and e-mail address of person to contact in 
regard to this filing under Form TH:
Name ----------------
(Area code) (------)
Phone number ----------------
e-mail address --------------------

Part V--Signature

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Name of Filer (if registrant, name as it appears in charter) has caused 
this Form TH to be signed on its behalf by the undersigned, being duly 
authorized:
Date: --------------------
By: --------------------
    Instruction: This form my be signed by an executive officer of the 
registrant or by any other duly authorized representative.

General Instructions

    1. Rule 201(a) of Regulation S-T requires an electronic filer 
relying on a temporary hardship exemption to file this Form TH in 
addition to filing a paper copy of a document otherwise required to be 
filed in electronic format.
    2. Four signed copies of this Form TH must accompany the paper 
format document being filed pursuant to Rule 201; filers must file 
under Form TH within one business day after the date upon which the 
filer was originally to file the document electronically.
    3. Signatures to the paper format document being filed with Form TH 
may be in typed form rather than in manual format. See Rule 302 of 
Regulation S-T (Sec.  232.302 of this chapter). Filers must satisfy all 
other requirements relating to paper format filings, including number 
of copies to be filed.

    By the Commission.

    Dated: March 16, 2004.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 04-6404 Filed 3-22-04; 8:45 am]
BILLING CODE 8010-01-P