[Federal Register Volume 70, Number 143 (Wednesday, July 27, 2005)]
[Rules and Regulations]
[Pages 43558-43574]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-14712]



[[Page 43557]]

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Part III





Securities and Exchange Commission





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17 CFR Parts 232, 239, 249 et al.



Rulemaking for EDGAR System; Final Rule

  Federal Register / Vol. 70, No. 143 / Wednesday, July 27, 2005 / 
Rules and Regulations  

[[Page 43558]]


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SECURITIES AND EXCHANGE COMMISSION

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

[Release Nos. 33-8590; 34-52052; 35-28002; 39-2437; IC-26990 File No. 
S7-16-04]
RIN 3235-AH79


Rulemaking for EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Commission today is expanding 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 making certain technical changes to that 
system. We are requiring 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 
adding two investment company filings to the list of those that must be 
filed electronically and making several minor and technical amendments 
to our rules governing the electronic submission of filings through 
EDGAR. These amendments are intended to keep EDGAR current 
technologically and to make it more useful to the investing public and 
Commission staff.

DATES: Effective September 19, 2005; except Sec. Sec.  232.11; 
232.101(b); 232.313; 239.64, 249.444, 259.603, 269.8, and 274.403 (Form 
SE); and 239.65, 249.447, 259.604, 269.10, and 274.404 (Form TH) are 
effective February 6, 2006; and Sec. Sec.  232.101(a) and 232.101(c) 
are effective June 12, 2006.

FOR FURTHER INFORMATION CONTACT: If you have questions about the 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) 551-6989; for technical questions relating to the EDGAR system, 
in the Office of Information Technology, Richard D. Heroux, EDGAR 
Program Manager, at (202) 551-8168.

SUPPLEMENTARY INFORMATION: Today we adopt amendments to the following 
rules relating to electronic filing on the EDGAR system: \1\ Rules 11, 
102, 201, and 311 of Regulation S-T \2\ and Forms SE \3\ and TH \4\ 
under the Securities Act of 1933 (Securities Act or 1933 Act),\5\ the 
Securities Exchange Act of 1934 (Exchange Act),\6\ the Public Utility 
Holding Company Act of 1935 (Public Utility Holding Company Act),\7\ 
the Trust Indenture Act of 1939 (Trust Indenture Act),\8\ and the 
Investment Company Act of 1940 (Investment Company Act).\9\ We also 
adopt new Rule 313 under Regulation S-T.
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    \1\ We proposed these amendments in March 2004. See Rulemaking 
for EDGAR System, Release No. 33-8401 (Mar. 16, 2004) [69 FR 13690] 
(the S/C proposing release).
    \2\ 17 CFR 232.11, 232.102, 232.201, and 232.311.
    \3\ 17 CFR 239.64, 249.444, 259.603, 269.8, and 274.403.
    \4\ 17 CFR 239.65, 249.447, 259.604, 269.10, and 274.404.
    \5\ 15 U.S.C. 77a et seq.
    \6\ 15 U.S.C. 78a et seq.
    \7\ 15 U.S.C. 79a et seq.
    \8\ 15 U.S.C. 77sss et seq.
    \9\ 15 U.S.C. 80a-1 et seq.
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    Over the past several years, 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.\10\ 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.\11\ 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) \12\ of the Exchange 
Act.\13\ In February 2005, we adopted rule amendments to enable 
registrants to submit voluntarily supplemental tagged financial 
information using the eXtensible Business Reporting Language (XBRL) 
format as exhibits to specified EDGAR filings.\14\
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    \10\ See Rulemaking for EDGAR System, Release No. 33-7855 (Apr. 
24, 2000) [65 FR 24788] (the modernization adopting release). See 
also Release No. 33-7803 (Feb. 25, 2000) [65 FR 11507] (the 
modernization proposing release).
    \11\ See Mandated EDGAR Filing for Foreign Issuers, Release No. 
33-8099 (May 14, 2002) [67 FR 36678].
    \12\ 15 U.S.C. 78p(a).
    \13\ 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).
    \14\ See XBRL Voluntary Financial Reporting Program on the EDGAR 
System, Release No. 33-8529 (Feb. 3, 2005) [70 FR 6556].
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    Today we are adopting amendments that will require that open-end 
investment companies and insurance company separate accounts issuing 
variable annuity contracts or variable life insurance policies 
(collectively referred to as contracts) to electronically identify in 
their filings to which of their series and classes (or contracts) the 
filing relates. In addition, we are adding two investment company 
filings to the list of those that must be filed electronically and 
making several minor and technical amendments to our rules governing 
the electronic submission of filings through EDGAR.
    In the S/C proposing release, we requested 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 
asked commenters to provide detailed information on any difficulties 
and considerations unique to these proposed requirements. We asked 
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. We asked for specific details and 
alternative approaches in the event commenters believed that any aspect 
of the proposed requirements would be burdensome.
    We received three comment letters in response to our requests for 
comment. One commenter expressed only a concern about a technical 
software issue.\15\ The other two commenters affirmatively supported 
our proposal to include series and class (contract) identifiers; one 
expressed some concerns in connection with the proposed new mandatory 
electronic filings. No commenter expressed objections to our proposed 
technical corrections to Regulation S-T electronic filing rules and 
forms. Each of the two substantive commenters requested clarification 
on technical points which we address later in this release. We

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received no substantive comments on the details of our approach to the 
identification of series and classes (contracts), and we are adopting 
these amendments largely as proposed. We are adopting our proposal to 
add mandatory electronic filings with changes to reflect commenters' 
concerns. We are adopting our proposal to make technical corrections to 
Regulation S-T electronic filing rules and forms as proposed.
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    \15\ This commenter requested upgrading of the EDGAR software to 
be compatible with Windows XP, a step that we have already taken. 
See Adoption of Updated EDGAR Filer Manual, Release 33-8454 (Aug. 6, 
2004) [69 FR 49803] (the EDGAR Filer Manual Release).
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    We take this action 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, 
including filings by investment companies. We believe that requiring 
these entities to identify the series and classes (or contracts) to 
which filings relate will 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 are adding two investment company filings to the list of 
filings that must be made electronically and making 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 Issued by 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 contracts issued by separate accounts. 
Commenters agreed that XML tagging will be useful and potentially a 
very powerful tool.\16\
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    \16\ See discussion under ``EDGAR Tags'' in Section I.L of the 
modernization proposing release.
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    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 today, therefore, adopt rules that will allow the 
investing public and our staff to more easily track filings made with 
regard to series and classes of mutual funds and individual contracts 
of insurance company separate accounts. Our rules will accomplish this 
technologically through expanded use of XML tagging.
    Many open-end investment companies, commonly known as mutual funds, 
registering on Form N-1A \17\ are organized as single registrants with 
several series (sometimes referred to as portfolios) under Sections 
18(f)(1) and (2) \18\ of the Investment Company Act and its Rule 18f-
2.\19\ Each series may also issue more than one class of securities 
under Rule 18f-3 \20\ under the Investment Company Act. Classes 
typically differ based on fee structure, with each class having a 
different sales load and distribution fee. Series and classes of a 
registrant are often marketed separately, without reference to other 
series or classes or to the registrant's name.
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    \17\ 17 CFR 239.15A and 274.11A.
    \18\ 15 U.S.C. 80a-18(f)(1) and (2).
    \19\ 17 CFR 270.18f-2.
    \20\ 17 CFR 270.18f-3.
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    Insurance company separate accounts frequently register and issue 
multiple contracts. Each separate account is a registrant under the 
Investment Company Act. Generally, each contract issued by a separate 
account is separately registered under the 1933 Act and is assigned a 
separate 1933 Act file number. Insurance company separate accounts and 
the contracts issued by them are registered on Form N-3 \21\ 
(management investment companies that issue variable annuities), Form 
N-4 \22\ (unit investment trusts that issue variable annuities), or 
Form N-6 \23\ (unit investment trusts that issue variable life 
insurance). Insurance company separate accounts organized as management 
investment companies registering on Form N-3 may have multiple series.
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    \21\ 17 CFR 239.17A and 274.11b.
    \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 (for 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 
the EDGAR system currently does not generate a record of filings on a 
series, class or contract basis.\24\ 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. Today we 
are adopting rules that will require that open-end management 
investment companies and separate accounts that 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.
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    \24\ As indicated above, generally, each contract issued by a 
separate account is assigned a separate 1933 Act file number.
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1. Implementation of Requirement for Series and Class (Contract) 
Identifiers--Existing Series and Classes (Contracts)
    We are implementing the requirement for S/C funds to identify their 
series and classes (contracts) 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 \25\ (the Series and Classes 
(Contracts) Information Page).\26\ Each S/C Fund will enter information 
for each of its existing series and classes (or contracts) at this Web 
site page; each will provide series names,\27\ class (or contract) 
names,\28\ and ticker symbols, if

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any.\29\ After this information is entered, we will issue series and 
class identifiers. These identifiers will be ten characters in length 
(nine numbers preceded by an ``S'' for series identifiers and a ``C'' 
for class (contract) identifiers) and will uniquely, and persistently, 
identify each series and/or class (or contract). These identifiers will 
be available to the public. Information filed with us containing these 
identifiers will 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, will 
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 will 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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    \25\ The address for the EDGAR Filing Web site is https://www.edgarfiling.sec.gov/.
    \26\ 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 will be deemed to have one series and class. 
See footnotes 54 and 57 and accompanying text.
    \27\ 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 a series might have the same name as 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.
    \28\ 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.'' Class A, for example, typically has 
a front-end sales load; Class B often has a deferred sales load and 
a higher annual distribution fee. For each contract issued by an 
insurance company separate account, the separate account should 
enter the name by which that contract is most commonly known to the 
public (i.e., the name by which it is marketed). For example, if the 
``Acme Insurance Company Variable Account C'' issues a contract 
called ``Acme Retirement Strategies II Deferred Variable Annuity,'' 
which is known and marketed as ``Acme Retirement Strategies II,'' 
the separate account should enter the name ``Acme Retirement 
Strategies II'' as the name of the contract.
    \29\ 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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    For insurance company separate accounts, only separate accounts 
registered as management investment companies (e.g., Form N-3 filers) 
with multiple series (portfolios) within the separate account will be 
able to have more than one series (and therefore be issued more than 
one series identifier). In those cases, each series (portfolio) within 
the separate account would be required to obtain its own series 
identifier. A separate account organized as a unit investment trust 
(e.g., Forms N-4 and N-6 filers) will be deemed to have a single 
series; this single series will have the same name as the separate 
account, notwithstanding any division of the separate account into sub-
accounts corresponding to underlying investment options available under 
a contract. In addition, a separate account will be deemed to have 
multiple classes corresponding to the different contracts issued by the 
separate account and will be required to obtain class (contract) 
identifiers for each contract. Sub-accounts corresponding to different 
accumulation unit values under a single contract would not be 
considered different ``classes'' for purposes of obtaining identifiers 
under this rule.
    The Series and Classes (Contracts) Information Page on the EDGAR 
Filing Web site is currently open for entry of information for existing 
series and classes on a voluntary basis. All S/C Funds will be required 
to have entered information for their existing series and classes 
(contracts) and received their series and class (or contract) 
identifiers no later than February 6, 2006. We have set than February 
6, 2006, as the date on and after which EDGAR will not accept specified 
filings without required series and class (contract) identifiers (the 
``Mandatory Series/Class (Contract) Identification Date''). Appendix J 
to the EDGARLink Filer Manual outlines the specifics and formatting 
requirements of the information the S/C Funds are to enter onto the 
system, and the Filer Manual will specify information that they will 
need to include in specified filings on and after the Mandatory Series/
Class (Contract) Identification Date.
2. 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 is 
not to enter information concerning the new series or class (contract) 
on the Series and Classes (Contracts) Information Page on the EDGAR 
Filing Web site.\30\ Instead, the S/C Fund must 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 will add its new 
series and/or classes (contracts) in its initial ``N-1A'' submission 
template and, where necessary, in a pre-effective amendment (``N-1A/A'' 
submission); an existing mutual fund must add its new series in the 
``485APOS'' EDGAR submission template for its filing under Securities 
Act Rule 485(a) and will 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 must add its new 
series and/or contract information in its initial ``N-3'' submission 
template; and newly registered separate accounts filing on Forms N-4 
and N-6 must 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 will be available to the S/C Fund quickly via e-
mail notification following the filing in which the information was 
entered.\31\ These identifiers will also be available at the EDGAR 
Filing Web site. The identifiers may be copied from this site by the 
[fnl']S/C Fund. This site may also be utilized for required updates of 
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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    \30\ 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.
    \31\ The notice of acceptance or suspension for any submission 
requiring series and class (contract) identifiers will contain the 
included existing identifier(s) and series and class (contract) 
name(s) in addition to the information that is currently contained 
in the notice. A notice of acceptance will also contain new 
identifiers, if any, added in the filing; a notice of suspension 
will necessarily not include identifiers that were to have been 
added with the intended filing.
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3. Mandatory Series/Class (Contract) Identification Date
    We are requiring that funds receive their series and class 
(contract) identifiers for existing series and classes no later than 
February 6, 2006, the Mandatory Series/Class (Contract) Identification 
Date. Since third party filers, including parties to mergers, will need 
to use this information in filings, all S/C Funds will need to ensure 
that the information concerning their existing series and classes 
(contracts) has been entered prior to the Mandatory Series/Class 
(Contract) Identification Date.
    After the Mandatory Series/Class (Contract) Identification Date, we 
will post notice on the ``Information for EDGAR Filers'' page of the 
Commission's Public Web site (www.sec.gov) and the EDGAR Filing Web 
site (www.edgarfiling.sec.gov) as to the date on which we will close 
the Series and Classes (Contracts) Information Page for entry of 
information concerning existing series

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and classes. On and after that date, the Series and Classes (Contracts) 
Information Page will 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 will 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) will provide the most 
flexibility for S/C Funds. This method will 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 
period prior to than February 6, 2006. Each S/C Fund will 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.
4. Requirement To Include Series and Class (Contract) Identifiers in 
EDGAR Filings; Consequence of Non-Compliance
    On and after the Mandatory Series/Class (Contract) Identification 
Date, S/C Funds must use series and class (contract) identifiers in 
certain EDGAR submissions specified in the EDGAR Filer Manual. We are 
adding the series and class (or contract) identification requirement to 
the EDGARLink header templates of certain investment company EDGAR 
submissions.\32\ We believe the method we have chosen for S/C Funds to 
obtain identifiers for their existing series and classes (contracts) 
will help ensure that identifiers are assigned to existing series and 
classes (contracts) well in advance of EDGAR filings requiring them. 
The only instances in which identifiers will be generated at the time 
of a filing by entry of information via the EDGAR submission template 
will be when a new S/C Fund comes into existence or when an existing S/
C Fund adds new series or classes (contracts).\33\ The S/C Fund will be 
able to ``cut and paste'' the series and class (contract) identifying 
information from the Web site into filings as needed.\34\ We are 
requiring that S/C Funds include the identifiers in all filings 
relating to the series and classes (contracts). \35\ Indeed, the 
identifiers will be a substantive requirement of the filing. 
Consequently, failure of a S/C Fund to include correctly the required 
identifiers will mean that a filing for that series and/or class (or 
contract) has not been made. \36\ On and after the than February 6, 
2006, Mandatory Series/Class (Contract) Identification Date, filings 
requiring series and class (contract) identifiers will be suspended if 
the identifiers are not included in the EDGAR filing or if the 
identifiers are not identifiers associated with the CIK \37\ of the S/C 
Fund, necessitating a resubmission of the filing in question.\38\
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    \32\ Filings using the following EDGAR submission types will 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.
    \33\ 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.
    \34\ 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.
    \35\ We received comment requesting that we provide electronic 
notice of acceptance or rejection, describing the status of the 
filing and indicating the names of the series and classes (or 
contracts) and their corresponding identifiers. Companies will 
receive notices with this information, provided that they have 
entered a current e-mail address in their company information on our 
EDGAR filing Web site.
    \36\ See 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 (contract) 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 
pursuant to delegated authority in appropriate instances, depending 
on the facts and circumstances of each request.
    \37\ A filer's CIK (or ``central index key'') is a ten-digit 
number uniquely identifying that filer.
    \38\ Because of the potential 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 be assigned to a person who has sufficient knowledge 
of the EDGAR system and filing requirements and the fund's structure 
and not 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 are 
facilitating 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) will enable the investing public to search our Web 
site for filings covering the series and classes (contracts) they need. 
We believe that our amendments today recognize that disclosures in 
filings are only as useful as they are available; we believe that our 
amendments will 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.
5. Requirement To Update Information
    S/C Funds will also have a duty to update and keep current their 
series and class (or contract) information. For example, filers will be 
required to update their information via the Series and Classes 
(Contracts) Information Page for series and class (or contract) name 
changes, addition of ticker symbols, or deactivation (if a series is 
never offered or no longer makes filings because of a merger, 
liquidation or other means of elimination or if the S/C Fund has 
deregistered).
6. 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.\39\ 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

[[Page 43562]]

statement was filed on Form N-1 (open-end management investment company 
separate account that does not offer variable annuity contracts), Form 
N-1A (open-end management investment companies), N-2 (closed-end 
management investment companies, including business development 
companies),\40\ 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),\41\ N-6 
(separate accounts organized as unit investment trusts that offer 
variable life insurance policies), S-1 (face amount certificate 
companies),\42\ S-3 (face amount certificate companies),\43\ or S-6 
(unit investment trusts, other than those filing on Forms N-4 and N-
6).\44\ S/C Funds will 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,\45\ 
under Rule 425,\46\ and under the proxy rules.
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    \39\ 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.
    \40\ 17 CFR 239.14 and 274.11a-1.
    \41\ 17 CFR 239.24 and 274.5.
    \42\ 17 CFR 239.11.
    \43\ 17 CFR 239.13.
    \44\ 17 CFR 239.16.
    \45\ 17 CFR 239.23.
    \46\ 17 CFR 230.425.
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7. Identification Requirement Applicable to Non-Registrants Filing 
Proxies
    We are also requiring 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 will be available on the EDGAR page of 
our public Web site (http://www.sec.gov), as is currently each entity's 
CIK. We recommend that filers obtain this information from our public 
company database site at www.edgarcompany.sec.gov.
8. Electronic Filing Responsibilities
    With respect to these requirements that we adopt today, 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.\47\ 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 
(contracts) 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 will contain the CIK, file number(s) and, where 
applicable, series and class (or contract) names and identifiers.\48\
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    \47\ This responsibility includes ensuring the correctness and 
timeliness of updates to names and deactivations of series and/or 
class (contract) identifiers, as required by Rule 313. We advise 
funds that ensuring that the correct information is contained in 
their EDGAR submissions, including the correct use of CIKs and 
series and class (contract) identifiers, should be addressed in a 
fund's written policies and overseen by the fund's chief compliance 
officer. See Compliance Programs of Investment Companies and 
Investment Advisers, Release No. IC-26299 (Dec. 17, 2003) [68 FR 
74713] at footnotes 24 and 75.
    We also remind companies of their obligation to keep their 
company information current and accurate, particularly their 
address(es) and IRS numbers. See Section 1.2.6 (Changing Company 
Information) of the EDGARLink Filer Manual. (Investment companies 
organized as series funds may provide the IRS number of any one of 
their constituent series.) Companies may view and update their 
information using the EDGAR Filing Web site.
    \48\ Before a S/C Fund uses the Series and Classes (Contracts) 
Information Page, it must make sure it has only one CIK. S/C Funds 
must submit their Investment Company Act filings under only one 
Investment Company Act number (811-) and one CIK. (Registrants may 
have multiple 1933 Act numbers under a single CIK.) A S/C Fund 
wishing to obtain identifiers that has more than one 1940 Act number 
or more than one CIK, should call the IM EDGAR Inquiry Line at 202-
551-6989 for assistance before proceeding.
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B. Regulation S-T and Related Form Amendments in Connection With Series 
and Class (Contract) Identification Requirements

1. New Rule 313 Under Regulation S-T
    We are adding new Rule 313 under Regulation S-T in connection with 
identification of series and classes. New Rule 313 provides that all S/
C Funds (i.e., investment companies 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) of 
the Investment Company Act and Investment Company Act Rule 18f-2 and 
identify the series for which a particular filing is being made.\49\ A 
S/C Fund that is not organized as a series company but is covered under 
this rule will be deemed to have one series and must obtain a series 
identifier and include that identifier in specified filings.\50\ This 
requirement is to assure that investors, the public, and our staff will 
be able to electronically search within the same universe of filers for 
each entity operating as a mutual fund or separate account, for 
example, whether it is a mutual fund operating as a single series (a 
``stand alone'' fund) or a series of a S/C Fund. It will also permit 
electronic searches of all Form N-3 filers, including separate accounts 
consisting of a single series as well as those with multiple series.
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    \49\ This determination is to be made without reference to any 
merger/proxy filings submitted on Form N-14
    \50\ This ``dummy'' series will be assigned the same name as the 
S/C Fund.
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    Under Rule 313, each such investment company or series that has 
multiple classes under Investment Company Act Rule 18f-3 \51\ (or that 
issues multiple contracts, in the case of insurance company separate 
accounts) will also be required to obtain a class (or contract) 
identifier for each class (or contract) and include that identifier in 
specified submission types.\52\ S/C Funds or series that are not 
organized as multiple class companies are deemed to have one class and 
must obtain a class identifier and include that identifier.\53\
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    \51\ 17 CFR 270.18f-3.
    \52\ Separate accounts registering on Forms N-4 and N-6 will be 
deemed to have one ``dummy series'' assigned the same name as the S/
C Fund and will obtain a separate identifier at the ``class'' level 
(rather than series identifiers) for each of their contracts.
    \53\ This ``dummy'' class will be assigned the same name as the 
series to which it belongs. ``Stand alone'' funds with no separate 
series or classes will be deemed to have one series and one class, 
each assigned the same name as the S/C Fund.
---------------------------------------------------------------------------

    Rule 313 will require that S/C Funds or series provide identifying 
information when they file certain merger documents (Form N-14,\54\ 
Rule 425,\55\ and proxy filings), including information about both the 
target and acquiring fund or series, class(es), or contract(s).
---------------------------------------------------------------------------

    \54\ 17 CFR 239.23.
    \55\ 17 CFR 230.425.
---------------------------------------------------------------------------

    Under Rule 313, S/C Funds will have a duty to keep the information 
regarding their series and classes up to date. S/C Funds will 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 will deactivate the identifiers for a series and/or class (or 
contract) via the Series and Classes (Contracts) Information Page when 
the

[[Page 43563]]

series and/or class (contract) is no longer offered by the S/C Fund or 
the S/C Fund is deregistered. While EDGAR will suspend attempted 
filings which include deactivated series or class (contract) 
identifiers, information on deactivated series and classes (contracts) 
will remain available and searchable on the Commission's public Web 
site.
2. 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 are amending 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 are requiring under Rule 313 of Regulation 
S-T, will be deemed part of the official filing. On and after the 
Mandatory Series/Class (Contract) Identification Date, failure of a S/C 
Fund to include correctly the required identifiers will mean that a 
filing for that series and/or class (or contract) has not been made. We 
also stress that it is important for S/C Funds to keep their 
information up-to-date, including updating in a timely manner when a 
series and/or class (contract) deactivates. If a S/C Fund does not do 
so, we will assume that the S/C Fund is delinquent in reporting for a 
series or class (contract).
3. Forms TH and SE
    Form TH \56\ is the form that filers use as a cover for filings 
made in paper under a temporary hardship exemption under 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 \57\ 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.\58\ We are 
amending Forms TH and SE to require the inclusion of series and class 
(or contract) identifying information for those filings for which the 
identifiers will be required in the confirming electronic copy or 
associated electronic filing, respectively.
---------------------------------------------------------------------------

    \56\ 17 CFR 239.65, 249.447, 259.604, 269.10, and 274.404.
    \57\ 17 CFR 239.64, 249.444, 259.603, 269.8, and 274.403.
    \58\ 17 CFR 232.201, 232.202, or 232.311.
---------------------------------------------------------------------------

II. Mandatory Electronic Investment Company Filings

    Until recently, investment companies could submit filings of 
fidelity bonds under Section 17(g),\59\ sales literature filed with us 
under Section 24(b),\60\ and litigation material filed under Section 33 
of the Investment Company Act \61\ in paper only. In August 2004, we 
modified the EDGAR system to allow companies to make these filings 
either in paper or electronically on a voluntary basis.\62\ We are now 
amending Rule 101 to make two of these submissions mandatory electronic 
submissions and to continue to allow submission of the third 
electronically on a voluntary basis.
---------------------------------------------------------------------------

    \59\ 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.
    \60\ 15 U.S.C. 80a-24(b).
    \61\ 15 U.S.C. 80a-31.
    \62\ See the EDGAR Filer Manual Release at footnotes 6-10 and 
accompanying text.
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    As of August 2004, companies could submit either in paper, or 
electronically on the EDGAR system on a voluntary basis, sales 
literature filed with us \63\ under Section 24(b) of the Investment 
Company Act.\64\ 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.\65\ Given the advances in technology 
and the availability of HTML as a format for official EDGAR filings, we 
proposed to require filers to make these submissions 
electronically.\66\ We note that, for filers who are required to file 
with us prospectuses submitted under Securities Act Rule 482 \67\ (482 
ads), the filers must already submit the 482 ads electronically.\68\ We 
requested comment on whether we should require filers to submit sales 
literature on EDGAR in HTML format. We also noted that, if we were to 
make mandatory the electronic submission of sales literature, under 
paragraph (c) of Rule 304 of Regulation S-T,\69\ filers will be 
required to retain copies of sales literature documents including 
graphic materials for a period of five years and will be required to 
furnish to the Commission or the staff, upon request, a copy of any or 
all of such documents. We received no comments on this proposal, and we 
are adopting it as proposed.
---------------------------------------------------------------------------

    \63\ Most investment company registrants file sales literature 
with the National Association of Securities Dealers (NASD), in lieu 
of filing with 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 will continue to make their submissions to the 
NASD only.
    \64\ See Rules 24b-1, 24b-2, and 24b-3 [17 CFR 270.24b-1, 
270.24b-2, and 270.24b-3].
    \65\ See Release No. 33-6978 at footnotes 51 and 52 and 
accompanying text.
    \66\ We are amending 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.
    \67\ 17 CFR 230.482.
    \68\ See Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752 (Dec. 
30, 1994)] at footnote 32 and accompanying text.
    \69\ 17 CFR 232.304(c).
---------------------------------------------------------------------------

    Also as of August 2004, companies could submit in paper, or 
electronically on a voluntary basis, filings under Section 17(g) \70\ 
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),\71\ and claims 
and settlements filed under Rule 17g-1(g)(2) and (3), respectively.\72\ 
Filings of litigation material under Section 33 include a wide variety 
of documents.\73\ We believed that most filers would have electronic 
copies of their fidelity bonds and claims and settlements as well as 
litigation materials and that these filings should therefore be 
available to the public through our EDGAR system. However, the only 
comment that we received concerning filings under Section 17(g) and 
Section 33 stated that investment companies would be able to provide 
copies of fidelity bonds and related documents with the Commission if 
given sufficient transition time, but that it would be burdensome to 
require the electronic filing of litigation materials, since the 
materials may be voluminous and the technology to easily convert paper 
documents into either ASCII or HTML is not available. This commenter 
also requested that filers be given sufficient time to transition to 
the

[[Page 43564]]

electronic filing of Section 17 materials.\74\
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    \70\ This includes submission of an investment company's 
fidelity bond; see Release No. 33-7241 at footnotes 30 and 31 and 
accompanying text.
    \71\ 17 CFR 270.17g-1(g)(1).
    \72\ 17 CFR 270.17g-1(g)(2) and (3).
    \73\ 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.
    \74\ This commenter also expressed concern with having to 
include series and class identifiers in complex filings such as 
Section 17 fidelity bonds. We note that these EDGAR submission types 
(40-17G and 40-17GCS and their amendments) are not among the 
submission types that we are at this time designating as requiring 
series and/or class (contract) identifiers.
---------------------------------------------------------------------------

    We are adopting the requirements for the mandatory electronic 
filing of Section 17 fidelity bonds and claims and settlements, as 
proposed, but with a delayed effectiveness date to allow transition 
time.\75\ However, we are not adopting these requirements with respect 
to litigation materials at this time due to the technical difficulty 
that many filers may have scanning and verifying the accuracy of these 
documents; instead, we will continue to allow companies to file 
litigation materials either in paper or electronically on a voluntary 
basis.\76\ We will review the status of technology from time to time to 
determine whether and at what point we should make these filings 
mandatory electronic as well.
---------------------------------------------------------------------------

    \75\ For administrative convenience, we are also delaying the 
effective date with respect to the mandatory electronic filing of 
sales literature under Section 24. As of the effective date, 
companies will have to submit these materials electronically, either 
as ASCII or HTML documents.
    \76\ The EDGAR submission types for these filings will 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

    In the S/C proposing release, we also proposed technical 
corrections to our rules relating to paper exhibits for EDGAR filings 
and incorporation by reference by investment companies into documents 
filed on EDGAR. We are now adopting these proposals, 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 are amending 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 requested 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, we asked whether the 
provision is useful in locating the electronic confirming copy of the 
paper exhibit where an exhibit filed in paper under a temporary 
hardship exemption is later incorporated by reference into a filing. We 
encouraged commenters, if they found that the provision is not useful, 
to provide suggested revisions to make the rule more helpful to users 
of the information. We received no comments in response to our request, 
and we are not amending this provision.

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 are adopting as proposed an amendment to 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.\77\
---------------------------------------------------------------------------

    \77\ 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. We no longer keep on microfiche the official 
copies of filings made in paper under the temporary hardship exemption; 
paper filings are now electronically imaged. Accordingly, we are 
amending, as proposed, 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 (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 are amending this provision, as 
proposed, to clarify the current requirement \78\ 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.\79\
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    \78\ See Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628] at 
footnote 213 and accompanying text.
    \79\ We are also making conforming amendments to Note 1 to Rule 
201(a) of Regulation S-T (17 CFR 232.201(a)).
---------------------------------------------------------------------------

E. Form SE

    We had proposed 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 are 
amending the form, as proposed, 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 are amending 
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 are adding 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.\80\
---------------------------------------------------------------------------

    \80\ 17 CFR 232.202(c).
---------------------------------------------------------------------------

IV. Effective Dates

    The amendments to Rules 101(b), 102(d), 201(a)(1), and 311(h)(1) 
under

[[Page 43565]]

Regulation S-T will become effective September 19, 2005.
    Rule 313 under Regulation S-T and the amendments to Rule 11 under 
Regulation S-T and to Forms TH and SE (relating to the series and class 
(contract) identification requirements) will become effective February 
6, 2006. The amendments to Rules 101(a) and 101(c) under Regulation S-T 
will become effective on June 12, 2006.

V. Cost-Benefit Analysis

    We are sensitive to the costs and burdens of our rules. The rules 
we are adopting today reflect certain changes to the information 
currently provided in certain investment company submissions and 
technical amendments to our EDGAR filing rules. Specifically, these 
amendments will 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; these amendments 
will require this information to be included in an electronically 
tagged form. In addition, these amendments will add two 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. Benefits

    We expect that the addition of series and class (contract) 
identifiers ultimately will 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 will 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 it can be difficult to find filings on EDGAR 
related to specific series and classes of funds. It can also be 
difficult to find filings on EDGAR related to specific variable 
insurance contracts. This discourages both the public and Commission 
staff from fully using the EDGAR filing data. We believe the 
improvements that will result from the series and class (contract) 
identifiers will induce a substantial amount of new demand for the 
services provided by the EDGAR system and our public Web site. The 
amendments will 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 adoption of requirements for mandatory 
electronic filing of documents that previously could be filed only in 
paper format will 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 
amendments. By electronically transmitting these 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.
    These amendments should benefit investors, financial analysts and 
others by increasing the efficiency of retrieving and disseminating 
fidelity bonds and sales literature (not submitted to the NASD) filed 
with the Commission. The mandated electronic transmission of these 
documents will enable investors to access them more quickly. Currently, 
it requires a personal visit to the Commission's Public Reference Room 
to conduct a search for a particular filing that is in paper or 
microfiche. Some parties also use an agent at the Public Reference Room 
for these searches. After the implementation of this rule, an investor 
will be able to find and review the filing on any computer with an 
Internet connection by accessing the EDGAR data on the Commission's Web 
site or through a third party Web site that maintains EDGAR data. These 
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 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 will result from these 
amendments. Mandated EDGAR filing of these documents will 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.
    We expect the technical corrections to the Regulation S-T 
provisions should be beneficial to filers inasmuch as they, as have 
previous technical corrections, will clarify existing rules and make 
the filing community at large more aware of current practices and 
interpretations. These benefits, while qualitatively important, are 
necessarily difficult to quantify. Therefore, the Commission is unable 
to provide a quantitative estimate of the benefits of these new 
requirements and amendments to existing rules.

B. Costs

    We believe that the rules we adopt today for identification of 
series and classes (contracts) impose few or no costs related to 
substantive disclosure. Rather, the amendments 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, although a representative of one fund 
group Commission staff contacted that had already obtained their 
identifiers stated that they incurred no additional cost in applying 
for identifiers. A representative of another fund group stated that it 
took approximately four hours to read the instructions on the EDGAR 
Filing Web site and obtain identifiers because, initially, the 
instructions were difficult to read; this representative declined to 
provide any cost estimate. If we assume a cost of $50.00 per hour for 
obtaining identifiers for the first time, the filer would have incurred 
a one-time cost of $200. The 982 fund groups (including insurance 
product groups) would, therefore, incur a total one-time cost of 
$196,400. We designed the EDGAR filing Web site screens and the 
detailed instructions in the EDGARLink filer manual to make it easy for 
anyone familiar with the series and class structure of the fund 
industry and her own funds to enter data easily, so we doubt that every 
fund group would incur that level of cost.
    Additionally, filers may experience minimal programming costs in 
including the identifying data in specified filings and, when 
necessary,

[[Page 43566]]

obtaining identifiers for new series and classes (contracts). Some 
filers contacted by the Commission were unable to estimate the costs 
they would incur to use the identifiers in connection with filings. One 
filer who uses third party software to prepare EDGAR filings stated 
that the cost of purchasing updated software was unknown because the 
vendor has not yet updated the software. We question the importance of 
the cost of third party software to consideration of these rules 
because filers are not required to purchase any software to meet the 
new requirements; we will provide free EDGARLink software with fields 
for identifiers in filing templates. Disseminators of EDGAR data, third 
party software developers, and EDGAR filing agents may incur some 
transitional costs as they revise their software and, in some 
instances, hardware to accommodate the 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 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 amendments. The 
expected costs consist of ongoing costs,\81\ and minimal initial 
costs.\82\
---------------------------------------------------------------------------

    \81\ 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 company's documents filed on EDGAR. 
These transmission costs may include those related to subscribing to 
an Internet service provider. All filers who will be affected by 
these amendments are current EDGAR filers who will experience no 
additional initial costs.
    \82\ 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.
    Fidelity insurance companies issue fidelity bonds to management 
investment companies. Some filers contacted by Commission staff 
estimated a one-time cost of $600 to $650 per filing to format for 
EDGAR filing their fidelity bond documents (which are currently 
available to them only as paper documents) because of the cost of 
acquiring optical character reader software and equipment to convert 
the paper documents to electronic files.\83\ We question the validity 
of this data for two reasons. First, optical character readers have 
many uses, so we do not believe the entire cost should be applied to 
the requirement to make certain filings mandatory electronic 
submission. In addition, one commenter stated that it anticipated that, 
in response to our proposal, insurance companies issuing fidelity bonds 
to investment companies would provide to their investment company 
clients electronic copies of fidelity bonds suitable for filing with 
the Commission.
---------------------------------------------------------------------------

    \83\ We received 2,372 filings of EDGAR submission type 40-17G 
in calendar year 2004, only 30 of which were electronically filed. 
Even using the higher cost estimate of $650 per filing for 
converting paper documents to electronic files, the total one-time 
cost to the investment company industry would be only about $1.5 
million.
---------------------------------------------------------------------------

    We believe that the costs are justified in light of the benefits to 
the investing public in gaining access to information and to our staff 
in regulating the industry.

VI. Consideration of Effects on Competition, Capital Formation and 
Efficiency

    Section 23(a)(2) of the Exchange Act requires us, when engaging in 
rulemaking under the Exchange Act, to consider the anti-competitive 
effects of any rules that we adopt under the Exchange Act. In addition, 
Section 23(a)(2) prohibits us from adopting any rule that would impose 
a burden on competition not necessary or appropriate in furtherance of 
the purposes of the Exchange Act. Furthermore, Section 2(b) of the 
Securities Act,\84\ Section 3(f) of the Exchange Act,\85\ and Section 
2(c) \86\ 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 will promote efficiency, competition, and capital formation 
and to consider any anti-competitive effects of the amendments. In the 
proposing release, we requested comment on whether the amendments, if 
adopted, would promote efficiency, competition, and capital formation. 
We received no comments on this section of the proposals.
---------------------------------------------------------------------------

    \84\ 15 U.S.C. 77b(b).
    \85\ 15 U.S.C. 78c(f).
    \86\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    We believe it is likely that the amendments will not have any 
adverse effect on capital formation. We believe they will promote 
efficiency by making the information investors can receive 
electronically easier to find. The amendments will apply equally to all 
entities of the same types currently required to file on EDGAR. Because 
the amendments are designed to require filers to provide information in 
a format that will be more useful to investors, we believe that the 
amendments do not impose a burden on competition not necessary or 
appropriate in furtherance of the purposes of the Exchange Act.

VII. Final Regulatory Flexibility Analysis

    This Final Regulatory Flexibility Analysis (Analysis) has been 
prepared in accordance with 5 U.S.C. 604 and relates to our 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 two 
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 amendments will require certain open-end management investment 
companies and

[[Page 43567]]

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 will 
add two 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. 
An Initial Regulatory Flexibility Analysis (IRFA), which was prepared 
in accordance with 5 U.S.C. 603, was published in the proposing 
release.

A. Reasons for, and Objectives of, the 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 its Rule 18f-2. 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. 
Insurance company separate accounts organized as management investment 
companies registering on Form N-3 may also have separate series.
    Insurance company separate accounts frequently 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 trusts that offer variable life 
insurance policies) \87\ make filings separately under the name of the 
Investment Company Act registrant.
---------------------------------------------------------------------------

    \87\ 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 (for example, post-effective amendment filings), each covering 
different series and/or classes (or contracts) of that registrant. 
Currently, we keep records of filings on an investment company 
registrant basis, but the EDGAR system currently does not generate a 
record of filings on a series, class or contract basis. Our objective 
includes being able to track filings on a series and class (contract) 
basis by requiring that open-end management investment companies and 
separate accounts that 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. It is also our objective to 
facilitate investors' access to information about mutual finds and 
separate accounts.
    On and after the Mandatory Series/Class (Contract) Identification 
Date, S/C Funds will 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 will be added 
as a requirement to the EDGARLink header templates of certain 
investment company EDGAR submissions.
    The amendments will also require certain current paper filings to 
be submitted electronically. Currently, investment companies must 
submit in paper filings under Section 17(g) \88\ and sales literature 
filed with us under Section 24(b).\89\
---------------------------------------------------------------------------

    \88\ 15 U.S.C. 80a-17(g). See Release No. 33-6978 and Release 
No. 33-7241 at footnotes 26-32 and accompanying text.
    \89\ 15 U.S.C. 80a-24(b).
---------------------------------------------------------------------------

    Finally, the amendments will modify Rule 102(d) of Regulation S-T 
regarding references to paper filings in 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).
    We are adopting amendments to Rules 11, 101, 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 new Rule 313 
under Regulation S-T, pursuant to authority set forth in Sections 6, 7, 
8, 10, and 19(a) of the Securities Act,\90\ Sections 3, 12, 13, 14, 
15(d), 23(a), and 35A of the Exchange Act,\91\ Sections 3, 5, 6, 7, 10, 
12, 13, 14, 17, and 20 of the Public Utility Holding Company Act,\92\ 
Section 319 of the Trust Indenture Act,\93\ and Sections 8, 30, 31, and 
38 of the Investment Company Act.\94\
---------------------------------------------------------------------------

    \90\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \91\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 78w(a), and 78ll.
    \92\ 15 U.S.C. 79c, 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, and 
79t.
    \93\ 15 U.S.C. 77sss.
    \94\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

B. Significant Issues Raised by Public Comment

    In the IRFA for the proposed amendments, we encouraged the 
submission of written comments with respect to any aspect of the IRFA. 
We requested specifically comment on the number of small entities that 
will be affected by the amendments and the likely impact on small 
entities. We asked commenters to describe the nature of any impact and 
provide empirical data supporting the extent of the impact. We received 
no comments with respect to this section of the proposals.

C. Small Entities Subject to the Rule

    For purposes 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.\95\ Approximately 145 out of 5,025 investment companies 
registered on Form N-1A meet this definition.\96\ We estimate that few, 
if any, separate accounts registered on Form N-3, N-4, or N-6 are small 
entities.\97\
---------------------------------------------------------------------------

    \95\ 17 CFR 270.0-10.
    \96\ 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.
    \97\ This estimate is based on figures compiled 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 amendments will require S/C funds to include in their EDGAR 
filings identification of their series and classes (contracts). It will 
also require them to provide information concerning the type of 
investment company and information about the other party to a merger 
filing. In addition, the amendments will add two investment company 
filings (fidelity bonds and sales literature not filed with the NASD) 
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.
    The Commission estimates some one-time formatting and on-going 
burdens that will be imposed on all funds, including funds that are 
small entities.

[[Page 43568]]

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 minimis burden. Also, funds must 
currently incur the cost of submitting fidelity bonds and sales 
literature in paper.

E. Agency Action To Minimize Effect on Small Entities

    The Regulatory Flexibility Act directs us to consider significant 
alternatives that will accomplish our stated objectives, while 
minimizing any significant adverse impact on small issuers. In 
connection with the 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 
amendments for small entities; (iii) the use of performance rather than 
design standards; and (iv) an exemption from coverage of the 
amendments, or any part of them, for small entities. The amendments 
will require S/C Funds to include in their EDGAR filings identification 
of their series and classes (contracts). They will 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, with regard to these amendments, will 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 will 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 amendments 
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 amendments to minimize the 
regulatory burden on all investment company EDGAR filers, including 
small entities, while meeting our regulatory objectives. Investors in 
small entities should benefit from the Commission's reasoned approach 
to the amendments to the same degree as investors in other investment 
companies. Further clarification, consolidation, or simplification of 
the amendments for funds that are small entities will be inconsistent 
with the Commission's concern for investor protection. Finally, we do 
not consider using performance rather than design standards with regard 
to these amendments to be consistent with our statutory mandate of 
investor protection.

VIII. Paperwork Reduction Act

    The amendments will affect two forms that contain ``collection of 
information'' requirements within the meaning of the Paperwork 
Reduction Act of 1995.\98\ The title of the affected information 
collections are the EDGAR Forms SE and TH.
---------------------------------------------------------------------------

    \98\ 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 amendments will be mandatory. The information 
required by the amendments will not be kept confidential. The above 
forms will 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 the amendments will 
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 will 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 under 44 U.S.C. 3507(d) and 5 CFR 
1320.11.
    We solicited comment on the expected Paperwork Reduction Act 
effects of the amendments. In particular, we solicited comment on the 
accuracy of our estimate that no additional burden will result from the 
amendments. We further requested comment on whether the changes to the 
collections of information are necessary for the proper performance of 
the Commission's functions, including whether the additional 
information garnered will have practical utility. In addition, we 
solicited commented on whether there are ways to enhance the quality, 
utility, and clarity of the information to be collected. We further 
solicited 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 solicited comment on 
whether the amendments would have any effects on any other collection 
of information not previously identified in this section. We received 
no comments on this section of the proposal.

IX. Statutory Basis

    We adopt 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, Reporting and recordkeeping 
requirements.

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 Rule and Form Amendments

0
In accordance with the foregoing, the Commission amends Title 17, 
Chapter II of the Code of Federal Regulations as follows.

[[Page 43569]]

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

0
1. The authority citation for part 232 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
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 313 of Regulation S-T (Sec.  
232.313) are deemed part of the official filing.
* * * * *

0
3. Amend Sec.  232.101 by:
0
a. Revising paragraphs (a)(1)(iv) and (c)(7);
0
b. Removing the word ``and'' at the end of paragraph (b)(8);
0
c. Removing the period at the end of paragraph (b)(9) and in its place 
adding ``; and''; and
0
d. Adding paragraph (b)(10).
    The revisions and addition 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), and 30 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), and 80a-29); 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;
* * * * *
    (b) * * *
    (10) Documents filed with the Commission pursuant to section 33 of 
the Investment Company Act (15 U.S.C. 80a-32).
    (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;
* * * * *

0
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 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 
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 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.
* * * * *

0
5. Amend Sec.  232.201 by revising paragraph (a)(1), the Note heading 
following paragraph (a)(4), and 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, 
259.601, 269.8, and 274.403 of this chapter).
* * * * *

0
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, 259.601, 269.8, and 274.403 of 
this chapter) no later than one business day after the date the exhibit 
was to be filed electronically.
* * * * *

0
7. Section 232.313 is added to read as follows:


Sec.  232.313  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 
(other than a merger/proxy filing on Form N-14 (Sec.  239.23 of this 
chapter) was filed on Form N-1 (Sec. Sec.  239.15 and 274.11 of this 
chapter), 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 (other than a merger/proxy filing 
on Form N-14 (Sec.  239.23 of this chapter) 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

[[Page 43570]]

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 
(contract) 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 (other than a merger/proxy filing 
on Form N-14 (Sec.  239.23 of this chapter)) 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 (contracts), 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 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

0
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

0
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

0
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

0
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, and 78ll(d), unless otherwise noted.

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

0
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, and 80a-
39, unless otherwise noted.
* * * * *

0
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

0
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.
* * * * *

0
15. Revise Form SE (referenced in Sec. Sec.  239.64, 249.444, 259.603, 
269.8, and 274.403 of this chapter) to read as follows:

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

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BILLING CODE 8010-01-C
    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. 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 (Sec.  232.202 of this 
chapter), or as allowed by Rule 311 of Regulation S-T (Sec.  232.311 of 
this chapter), 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) (Sec.  232.202(c) of this 
chapter). 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 or S-B, as applicable (Sec. Sec.  229.601 or 228.601 of 
this chapter).

[[Page 43573]]

    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.

0
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.

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BILLING CODE 8010-01-C

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.
    4. 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 filed in paper under 
cover of the Form TH and that its filing will be in accordance with 
Rule 201(b) of Regulation S-T (Sec.  232.201(b) of this chapter) 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

-----------------------------------------------------------------------
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 (Sec.  232.201(a) of this chapter) 
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.

    Dated: July 18, 2005.

    By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 05-14712 Filed 7-26-05; 8:45 am]
BILLING CODE 8010-01-P