# Rulemaking for EDGAR System and Adoption of Updated EDGAR Filer Manual; Final Rules SECURITIES AND EXCHANGE COMMISSION > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/fr%3A94-31579 ## Record - **Collection:** Federal Register - **Document type:** Uncategorized Document - **Published:** December 30, 1994 ## Text SUMMARY: In order to fully implement the Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system, the Securities and Exchange Commission (``Commission'') is making final its interim rules governing mandated electronic filing. These rules will become applicable to all domestic registrants, and third party filers who file with respect to those registrants, as they are phased in pursuant to a modified phase- in schedule. The Commission also is adopting certain technical and clarifying amendments to the EDGAR rules. EFFECTIVE DATE: The EDGAR interim rules are made final as amended in this document, effective January 30, 1995. FOR FURTHER INFORMATION CONTACT: In the Division of Corporation Finance, Barbara C. Jacobs, James R. Budge or Joseph P. Babits, Office of Disclosure Policy at (202) 942-2910 (for issues involving the EDGAR rules) and Sylvia J. Reis or Serena C. Swegle, CF EDGAR Policy, at (202) 942-2940 (for EDGAR questions generally). In the Division of Investment Management, Anthony A. Vertuno or Ruth Armfield Sanders, EDGAR IM Project, at (202) 942-0591 (for Division of Investment Management filings) or Richard T. Miller, Office of Public Utility Regulation, at (202) 942-0545 (for filings under the Public Utility Holding Company Act of 1935). SUPPLEMENTARY INFORMATION: The Commission today is making final the interim rules governing the submission of documents filed via the EDGAR system, effective January 30, 1995, which will be made applicable to all domestic registrants and parties making filings with respect to those registrants (``third party filers'') in accordance with an updated phase-in schedule. This action is being taken to fully implement mandated electronic filing in light of the experience of the staff since the interim rules implementing the EDGAR system were adopted in February 1993.\1\ The Commission also is adopting minor and technical amendments, as proposed in July 1994,\2\ to the electronic filing provisions in Regulation S-B,\3\ Regulation S-K,\4\ the Rules and Regulations\5\ under the Securities Act of 1933 (``Securities Act''),\6\ Regulation PS-T,\7\ the Forms under the Securities Act,\8\ the Rules, Regulations and Schedules\9\ under the Securities Exchange Act of 1934 (``Exchange Act''),\10\ the Forms under the Exchange Act,\11\ the Rules\12\ and Forms\13\ under the Public Utility Holding Company Act of 1935 (``Public Utility Act''),\14\ and the Rules\15\ under the Trust Indenture Act of 1939 (``Trust Indenture Act'').\16\ --------------------------------------------------------------------------- \1\The EDGAR rules were adopted in four releases: Release No. 33-6977 (February 23, 1993) [58 FR 14628] (containing a general description of the EDGAR system, Regulation S-T (the electronic filing regulation) [17 CFR Part 232], and the rules applicable to filings processed by the Division of Corporation Finance); Release No. IC-19284 (February 23, 1993) [58 FR 14848] (relating to rules specific to investment companies and institutional investment managers); Release No. 35-25746 (February 23, 1993) [58 FR 14999] (relating to rules specific to public utility holding companies); and Release No. 33-6980 (February 23, 1993) [58 FR 15009] (instructions for filing fees). \2\Release No. 33-7074 (July 8, 1994) [59 FR 36265]. \3\17 CFR Part 228. \4\17 CFR Part 229. \5\17 CFR Part 230. \6\15 U.S.C. 77a et seq. \7\17 CFR Part 232. \8\17 CFR Part 239. \9\17 CFR Part 240. \10\15 U.S.C. 78a et seq. \11\17 CFR Part 249. \12\17 CFR Part 250. \13\17 CFR Part 259. \14\15 U.S.C. 79a et seq. \15\17 CFR Part 260. \16\15 U.S.C. 77aaa et seq. --------------------------------------------------------------------------- I. Background In 1987, Congress enacted Section 35A of the Exchange Act, which requires the Commission to certify to the Congress that it will not adopt any rule requiring electronic filing by all registrants until mandatory electronic filings from a significant test group of registrants have been received and reviewed by the Commission for a period of at least six months.\17\ The Commission so certified in a letter to the House Committee on Government Operations dated December 27, 1988. Following the conclusion of a successful voluntary pilot electronic filing program,\18\ in February 1993, the Commission adopted interim rules governing mandated electronic filing to begin implementation of the operational EDGAR system\19\ Those rules consist of Regulation S-T, the regulatory cornerstone of the Commission's electronic filing framework, and a number of related provisions in the Commission's rules, schedules and forms. --------------------------------------------------------------------------- \17\15 U.S.C. 78ll(c)(5). \18\Development of an electronic disclosure system was undertaken by the Commission in 1983, and construction of a pilot system to develop and test an electronic system was commenced in May 1984. The first filings were received on the pilot system on September 24, 1984, and through its closing, the Commission received over 116,000 electronic filings from over 1,800 filers. On July 14, 1992, the pilot project was closed and replaced by the operational EDGAR system, with the pilot participants continuing as volunteers on the new system. \19\See n., above. --------------------------------------------------------------------------- On April 26, 1993, the date the interim rules became effective,\20\ the first of the participants in the Congressionally-mandated significant test group became subject to mandated electronic filing. Additional participants were phased in until December 1993, when the significant test group, consisting of approximately 3,500 filers, was complete.\21\ In keeping with the Commission's certification to Congress, no additional registrants were phased in to mandated electronic filing after that point, although a number of registrants voluntarily became electronic filers since the formation of the significant test group. Approximately 39,790 live filings and 23,335 test submissions were received by EDGAR during the six-month significant test period (January 1 through June 30, 1994). As discussed below, an evaluation of the significant test period was conducted in order to determine whether the staff should recommend that the Commission make the interim rules final and applicable to all registrants, as planned, including those in the significant test group, and proceed with the phase-in process. --------------------------------------------------------------------------- \20\The Financial Data Schedule provisions were implemented on September 1, 1994. See Release No. 33-7072 (July 8, 1994) [59 FR 36258]. Financial Data Schedules are exhibits that contain financial information extracted or derived from financial data within a filing that is marked to allow electronic manipulation of such information. For a complete discussion of Financial Data Schedules, see Release No. 33-7072, Section IV.D of Release No. 33-6977, Section IV.D of Release No. IC-19284, and Section IV of Release No. 35-25746. \21\The test group includes about 1000 investment company filers who, because some of them issue many separately registered series, account for approximately 8,500 individual registrants. --------------------------------------------------------------------------- II. Full Implementation of the EDGAR System While Congress required the Commission only to certify that filings from the significant test group would be received and reviewed for a period of six months before mandating electronic filing for all registrants, a comprehensive study of the significant test period results was undertaken by the Office of Information Technology (``OIT'') to form the basis of a recommendation to the Commission as to whether implementation of EDGAR should proceed. In addition to the information gathered internally, OIT sponsored a two-day EDGAR Filer Conference in April 1994 devoted in large part to learning the public's views on the success of the EDGAR system and discussing its future. Comment on the system also was solicited in the Federal Register.\22\ --------------------------------------------------------------------------- \22\Release No. 34-34148 (June 2, 1994) [59 FR 29837]. Comment letters are available for inspection and copying in the public reference room at the Commission's headquarters (File No. S7-18-94). --------------------------------------------------------------------------- OIT has coordinated the evaluation of data and public comments and prepared a report to the Commission that encompasses a broad spectrum of issues.\23\ The system's integrity, reliability, responsiveness, stability, security, capacity and other criteria were evaluated. The report indicates that each area of consideration satisfies or exceeds the requirements necessary to mandate electronic filing by all domestic registrants and third party filers. The system, including EDGARLink, the filer assistance software, is accessible to a broad base of filers at reasonable cost and can be enhanced to meet future needs of filers and users of the information as they arise. Electronic filings made by the significant test group have provided a suitable alternative to paper filings both to the staff and other users, with filings consistently being disseminated in the same form as submitted to the Commission. Finally, the report concludes that provision of information through the EDGAR system is at least as efficient and effective as in the paper filing system; in the case of dissemination, the broadcast of material information is greatly enhanced, with electronic filings being made available nationwide, if not worldwide, in a matter of minutes. --------------------------------------------------------------------------- \23\The report is available for inspection and copying in the public reference room at the Commission's headquarters. --------------------------------------------------------------------------- Some interested parties have expressed the view that the EDGAR system's current design is no longer state-of-the-art and that it should be reconfigured before phase-in recommences to reflect the newest available technologies that would allow for the preparation and retrieval of filings that look more like traditional typeset paper filings, including graphic and image material. The EDGAR project is, and always will be, dynamic in character. Some modifications already are under consideration and the Commission and staff will be vigilant in the ongoing evaluation of the system to make it as accessible and easy to use as possible. However, the staff reports that the current design successfully achieves Congress' and the Commission's goal of immediate electronic access to the vital information required to be disclosed pursuant to the federal securities laws and regulations, and that further costs and delays to overhaul a system that is currently functioning well are not now warranted. While not recommending the complete replacement of the EDGAR design, some public commenters have voiced concerns about other perceived weaknesses in the current system. Some argued that EDGARLink is not as user-friendly as it should be, or that it should be available for use with other types of system platforms or with networks. Others asserted that the procedures for payment of filing fees to the lockbox depository, while not technically an EDGAR issue, sometimes affects the timeframe for acceptance of EDGAR filings. Some filers assert that too much electronic tagging is required, while some disseminators advocate the addition of more tagging. The report states that the most pressing concerns have been given a high priority, and solutions have already been implemented or are underway; future needs for enhancements and design changes will be addressed in due course. Again, while these concerns are taken seriously, they do not approach a level, either individually or collectively, that merits further delay in fully implementing the electronic filing program. In view of the foregoing, and based on the recommendations of the staff, the Commission announces that the interim EDGAR rules adopted in February 1993, as amended, are hereby made final and applicable to all domestic registrants and third parties filing with respect to those registrants. Division of Corporation Finance and Investment Management filers will be phased in in accordance with the phase-in schedule attached as Appendix A. An updated comprehensive phase-in list of Corporation Finance registrants also is provided as Appendix B,\24\ and a revised phase-in list for filers whose documents are processed by the Division of Investment Management is included as Appendix C.\25\ Phase- in will recommence with Groups CF-05 and IM-03, whose filings made on or after January 30, 1995 will be required to be made electronically, as governed by Regulation S-T.\26\ Subsequent phase-in groups will become subject to mandated electronic filing, as provided in the revised phase-in schedules.\27\ As is true with all rules promulgated by the Commission, all persons making filings with the Commission, including those making third-party filings with respect to electronic registrants, are responsible for apprising themselves of their new obligations associated with filing on the EDGAR system. While the staff attempts to contact registrants in each phase-in group by furnishing a copy of the EDGAR Filer Manual and EDGARLink software prior to phase- in, filers will not be relieved of their electronic filing obligations in the absence of such notification. --------------------------------------------------------------------------- \24\A number of changes to the phase-in lists originally published with Release Nos. 33-6977 and IC-19284 have been made to reflect name changes, mergers, requests to participate in a different phase-in group and other changes. These changes have been published periodically in the SEC News Digest and in the Federal Register. The lists published today contain the phase-in dates for the significant test group as well as for all subsequent groups in order to inform third party filers of their obligation to file electronically once the subject company becomes an electronic filer. As explained in Release No. 35-25746, public utility holding companies are phased in for purposes of filing under the Public Utility Act at the time they are phased in for filings made pursuant to the Securities Act and the Exchange Act, which phase-in date is governed by the Corporation Finance phase-in list. All subsidiary companies are phased-in along with the holding company. Public utility filers that do not file Securities Act or Exchange Act filings and that are not part of a holding company system previously phased in will begin electronic filing when the last group of registrants is phased in. \25\Investment company filers not named in Appendix C must determine their phase-in date from paragraph (b) of Rule 902 of Regulation S-T [17 CFR 232.902(b)]. The rule provides that if a registrant is part of a complex that has been phased in, it will be phased in with the complex based on the investment adviser in the case of management investment companies, the depositor in the case of unit investment trusts, or the principal underwriter in the case of internally managed closed-end funds. Thus, a newly created fund that is part of a phased-in complex will be required to make its submissions electronically. Similarly, if a fund that is not phased in changes its investment adviser to one that advises funds in a phased-in complex, it will be required to begin filing electronically after the new advisory relationship becomes effective. However, in order to avoid interrupting the availability of information in electronic format for phased-in filers, after a fund is phased in, it will continue to file electronically even if it changes its investment adviser to one advising investment companies not yet phased in. Investment companies that are not named in Appendix C and that are not associated with a phased-in complex will be phased in in the last group. Some funds have more than one adviser. A registrant is deemed to have the same adviser as another fund with the same adviser except in cases where the common adviser is only a sub-adviser of one of the registrants. See paragraph (b)(3) of Rule 902 of Regulation S-T [17 CFR 232.902(b)(3)]. In some cases, the assignment of an investment company based on investment adviser may be inappropriate. For example, the sponsor of a complex might form a ``private-label fund'' for the customers of a specific financial institution. This fund may use the financial institution as its investment adviser but have the same distributor and administrator as other funds in the complex. In that case, the registrant could request reassignment to the phase-in group that includes most of the investment companies using the same distributor or administrator. See n. 27, below. \26\Concurrently with this release, the Commission is adopting a revised EDGAR Filer Manual in connection with an EDGAR system upgrade to Version 4.10 (expected to be available on January 17, 1995) and corresponding modifications to EDGARLink. Release No. 33- 7123. The effective date for the updated Filer Manual also is January 30, 1995. \27\Corporation Finance registrants desiring to participate in a phase-in group other than the one established by the Commission should direct their requests under Rule 901(a)(2) of Regulation S-T [17 CFR 232.901(a)(2)] to Sylvia J. Reis or Serena C. Swegle, Mail Stop 3-8, 450 Fifth Street, N.W., Washington, D.C. 20549 ((202) 942- 2940). Investment Management registrants should submit requests for a change in phase-in date under Rule 902(d) of Regulation S-T [17 CFR 232.902(d)] to Anthony A. Vertuno or Ruth Armfield Sanders, Mail Stop 10-6, at the same address ((202) 942-0591). --------------------------------------------------------------------------- III. Amendments to EDGAR Rules The staff has gained substantial experience with the EDGAR system and its implementing regulations since the first mandated filings were made in April 1993, and determined that certain refinements to its electronic filing rules would be desirable. Proposed amendments were published for comment in July 1994.\28\ The Commission received seven comment letters with respect to the proposed changes.\29\ With few exceptions, to be addressed below in the context of specific rule changes, the proposed amendments were well received by the commenters. Consequently, the Commission has determined to adopt the amendments in nearly all cases as proposed; modifications to accommodate commenters' concerns will be identified below. Many of the amendments are minor changes affecting substantive filing requirements (several of which represent codifications of staff interpretations), or clarifying language in the current requirements in an effort to enhance filers' understanding of their electronic filing obligations. Others consist of matters involving Commission procedures and practices as well as technical corrections to the rules adopted previously. The specific amendments are addressed below. --------------------------------------------------------------------------- \28\See Release No. 33-7074. \29\The comment letters are available for inspection and copying in the public reference room at the Commission's headquarters. (File No. S7-20-94). --------------------------------------------------------------------------- A. Changes to Regulation S-T Regulation S-T, which controls the preparation and submission of electronic filings to the Commission, is amended as described below. Rule 12(b) of Regulation S-T. Regulation S-T is amended to codify that electronic filers are permitted to submit filings on diskette and magnetic tape to the Commission's Operations Center in Alexandria, Virginia. Filers who file on diskette and magnetic tape may prefer to send them directly to the Operations Center to expedite acceptance processing of their submissions, since diskettes and tapes sent to the Commission's headquarters must be forwarded to the Operations Center for processing. New Rule 13(d) of Regulation S-T. Exchange Act Rule 14a- 6(b) provides that definitive proxy statements may be ``filed with, or mailed for filing to, the Commission not later than the date such material is first sent or given to any security holder.''30 Similar provisions are found in other Commission rules.31 Although electronic filers could mail diskettes or magnetic tapes, those choosing to file by direct transmission do not currently have this option. Instead, they must file before or on the date the paper counterpart is mailed to investors; such filing date must be a business day of the Commission. Paper filers (or those using diskettes or magnetic tape) have more flexibility, because not only can they satisfy their filing obligations by putting copies in the mail to the Commission at the time of distribution (thus allowing the actual filing to occur after the distribution), they also can satisfy their filing obligation by mailing on Saturday or Sunday, an option not available to direct transmission filers. To place electronic filers on the same footing with paper filers with respect to these filing requirements, the Commission proposed that a new provision be added to Regulation S-T allowing electronic filers to file their definitive proxy materials (or other documents, as applicable) before or on the date the paper distribution is made, or if the distribution does not occur on a business day of the Commission, as soon as practicable on the next business day. The change has been adopted as proposed. --------------------------------------------------------------------------- \3\017 CFR 240.14a-6(b). \3\1See 17 CFR 240.14a-6(c) (relating to personal soliciting materials); 17 CFR 240.14a-11(c) (relating to information delivered to investors prior to sending a required proxy statement in an election contest); 17 CFR 240.14a-12(b) (relating to delivery of soliciting materials prior to sending a required proxy statement in circumstances other than election contests); 17 CFR 240.14c-5(b) (relating to definitive information statements); and 17 CFR 240.16b- 3(b)(2)(ii) (relating to employee benefit plan information to be furnished to investors prior to a vote on changes to the plan). --------------------------------------------------------------------------- Rule 101(a)(1)(i) of Regulation S-T. The Regulation S-T list of mandated electronic submissions has been revised to specifically include prospectuses filed under the Securities Act.32 --------------------------------------------------------------------------- \3\2This makes it clear that prospectus filings pursuant to Securities Act Rules 424 [17 CFR 230.424] and 497 [17 CFR 230.497] are to be filed electronically. For investment company filings, Rule 101(a)(1)(i) includes statements of additional information and, where required to be filed with the Commission, prospectuses submitted under Securities Act Rule 482 [17 CFR 230.482]. See amendments to paragraphs (a) and (e) of Rule 902 of Regulation S-T, which codify a limited exception to the electronic filing requirements for Securities Act Rule 497 filings. --------------------------------------------------------------------------- Rule 101(a)(1)(iii) of Regulation S-T. The Regulation S-T list of mandated electronic submissions has been revised to specifically exclude Form 13F33 from the list of mandated electronic filings, consistent with other rule provisions and codifying current staff interpretations.34 --------------------------------------------------------------------------- \3\317 CFR 249.325. \3\4See Rule 903(a)(3) of Regulation S-T [17 CFR 232.903(a)(3)]. See also Section V of Release No. IC-19284. --------------------------------------------------------------------------- New Rule 101(b)(3) of Regulation S-T. As proposed, all employee benefit plans will be permitted to file their entire annual report on Form 11-K35 in paper or in electronic format.36 Prior to this amendment, Regulation S-T required Forms 11-K to be filed electronically,37 but registrants were allowed to file any financial statements and schedules prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 (``ERISA'')38 in paper under cover of Form SE.39 Four commenters responded to the Commission's solicitation of views on the treatment of Forms 11-K. All supported relief from electronic presentation for at least a portion of the financial information required in these reports. Two indicated that electronic filing should be completely optional. Another supported optional electronic filing at least for annual reports filed by ERISA plans. The final commenter believed that Forms 11-K should continue to be filed electronically, with the paper submission under cover of Form SE being restricted. Because of the unique nature and purpose of reports on Form 11-K, together with the staff's experience in implementing the Form 11- K requirements involving Form SE, the rules are being adopted as proposed. --------------------------------------------------------------------------- \3\517 CFR 249.311. \3\6Of course, the same would be true for employee benefit plan annual reports filed as amendments to Forms 10-K [17 CFR 249.310] or 10-KSB [17 CFR 249.310b], as permitted by Exchange Act Rule 15d-21 [17 CFR 240.15d-21]. This would not be the case for an amendment to Forms 10-K or 10-KSB filed for any other reason. \3\7Rule 101(a)(1)(iii) of Regulation S-T [17 CFR 232.101(a)(1)(iii)]. \3\8Pub. L. No 93-406 (codified at 29 U.S.C. 1001 et seq.). \3\917 CFR 232.311(c) and General Instruction E of Form 11-K. Form SE is found at 17 CFR 239.64, 249.444, 259.603, 269.8, and 274.403. --------------------------------------------------------------------------- New Rules 101(b)(4) and (5) of Regulation S-T. The following filings will be explicitly included among those allowed to be submitted in electronic format, consistent with other rule provisions and current staff interpretations: Reports on Form 13F, filed with the Commission by institutional investment managers as required by Section 13(f)(1)40 of, and Rule 13f-141 under, the Exchange Act, on magnetic tape in the format described in Form 13F-E;42 and --------------------------------------------------------------------------- \4\015 U.S.C. 78m(f)(1). \4\117 CFR 240.13f-1. \4\217 CFR 249.326. See Rule 903(a)(3) of Regulation S-T [17 CFR 232.903(a)(3)]. --------------------------------------------------------------------------- Exhibits to Form N-SAR43 except that the Financial Data Schedule required under Rule 483 under the Securities Act 44 must be filed in electronic format.45 --------------------------------------------------------------------------- \4\317 CFR 274.101. \4\417 CFR 230.483. \4\5See Rule 903(a)(1) of Regulation S-T [17 CFR 232.903(a)(1)]. --------------------------------------------------------------------------- Rule 101(c) of Regulation S-T. The following filings will be required to be filed in paper rather than electronically, codifying current staff interpretations, as proposed: Form F-6, for registration under the Securities Act of depositary shares represented by American Depositary Receipts;46 --------------------------------------------------------------------------- \4\617 CFR 239.36. Rule 101(c)(18) of Regulation S-T. --------------------------------------------------------------------------- Annual reports filed with the Commission by indenture trustees pursuant to the Trust Indenture Act;47 --------------------------------------------------------------------------- \4\7See Section 313(d) of the Trust Indenture Act [15 U.S.C. 77mmm(d)]. Rule 101(c)(19) of Regulation S-T. Section 313 of the Trust Indenture Act requires indenture trustees to mail to all registered holders of indenture securities at stated intervals no less than 12 months a brief report with respect to any of several enumerated events set forth in the statute. Indenture trustees are required to file a copy of such reports with each stock exchange upon which the indenture securities are listed, and also with the Commission, at the time the report is mailed to security holders. --------------------------------------------------------------------------- Applications for an exemption from Exchange Act reporting obligations filed pursuant to Section 12(h) of the Exchange Act;48 and --------------------------------------------------------------------------- \4\815 U.S.C. 78l(h). Rule 101(c)(20) of Regulation S-T. --------------------------------------------------------------------------- Information relating to employee benefit plan transactions required to be filed pursuant to Rule 16b-3(b)(2)(ii)49 under Section 16 of the Exchange Act.50 --------------------------------------------------------------------------- \4\917 CFR 240.16b-3(b)(2)(ii). \5\015 U.S.C. 78p. Rule 101(c)(21) of Regulation S-T. Rule 16b- 3(b)(2)(ii) requires an issuer to furnish in writing to the holders of record of the securities entitled to vote for an employee benefit plan, and file with the Commission, substantially the same information concerning the plan that would be required by the rules and regulations in effect under Section 14(a) of the Exchange Act [15 U.S.C. 78n(a)] at the time, where votes or consents were not solicited in a manner substantially in compliance with the Commission's proxy rules. --------------------------------------------------------------------------- Rule 101(c)(2) of Regulation S-T. The rules governing the submission of supplemental information are being revised, as proposed, to specify that such information should be furnished in paper only if the submitter requests that the information be returned after staff review and where the information is of the type typically returned by the staff pursuant to Rule 418(b) of Regulation C or Rule 12b-4 of Regulation 12B.51 This change does not affect the current provision requiring that supplemental information submitted in connection with a confidential treatment request be submitted in paper. --------------------------------------------------------------------------- \5\117 CFR 230.418(b) and 17 CFR 240.12b-4, respectively. These rules permit the return of supplemental information where the request for the return of the information is made at the time of submission and where such return is consistent with the protection of investors and with the provisions of the Freedom of Information Act [5 U.S.C. 552]. --------------------------------------------------------------------------- Rule 101(c)(3) of Regulation S-T. The provision exempting shareholder proposal submissions from electronic filing has been clarified to state that all correspondence relating to shareholder proposals submitted to the staff pursuant to Exchange Act Rule 14a-8 52 should be filed in paper. --------------------------------------------------------------------------- \5\217 CFR 240.14a-8. --------------------------------------------------------------------------- Rule 101(c)(8) of Regulation S-T. A reference to the Commission's regional offices has been amended to reflect current nomenclature. Rule 101(c)(10) of Regulation S-T. As proposed, the exclusion from electronic filing afforded to promotional material and sales literature has been expanded to include all such materials supplementally furnished to the staff of the Division of Corporation Finance. The exclusion previously had been limited to materials submitted pursuant to Securities Act Industry Guide 5.53 The exclusion also has been expanded to specify the exclusion of sales literature submitted under Rule 24b-254 of the Investment Company Act of 1940 (``Investment Company Act''),55 consistent with that rule.56 --------------------------------------------------------------------------- \5\317 CFR 229.801(e). \5\417 CFR 270.24b-2. \5\515 U.S.C. 80a-1 et seq. \5\6See Section III.C of Release No. IC-19284. --------------------------------------------------------------------------- Rule 102(a) of Regulation S-T. Prior to the amendment adopted today, Rule 102(a) of Regulation S-T stated that ``[e]xhibits to an electronic filing that have been filed previously in paper may, but shall not be required to be, restated in electronic format.'' 57 That language has been clarified, as proposed, by stating that exhibits incorporated by reference from filings previously made in paper (either before becoming subject to mandated electronic filing requirements or pursuant to a hardship exemption) may be, but are not required to be, refiled in electronic format.58 --------------------------------------------------------------------------- \5\717 CFR 232.102(a). \5\8See discussion of revised Rule 311(b) of Regulation S-T, below, for treatment of exhibits to schedules filed pursuant to Section 13 or 14(d) of the Exchange Act [15 U.S.C. 78(m) or (n)(d), respectively]. In addition, registered investment companies and business development companies are directed to the requirements of Rule 102(e) [17 CFR 232.102(e)]. --------------------------------------------------------------------------- Rule 102(e) of Regulation S-T. Rule 102(e) of Regulation S-T has been amended to clarify the requirement that, after a date three years after its phase-in date, a registered investment company or business development company may incorporate by reference only documents filed electronically. Specifically, the amendments clarify that the exemption in the rule for documents filed in paper pursuant to a hardship exemption would be applicable only if any required confirming copy has been submitted. The rules also now provide that an exhibit, filed in paper, to Form N-SAR59 may be incorporated by reference into another Form N-SAR filing. --------------------------------------------------------------------------- \5\917 CFR 274.101. --------------------------------------------------------------------------- Rule 302(b) of Regulation S-T. In order to avoid any filer misunderstanding of the current requirement to retain a manually signed signature page or other signature authentication document, the Commission is clarifying the rule to specifically require a manual signature with respect to each signatory to the electronic filing. New Rule 302(c) of Regulation S-T. As proposed, Commission rules no longer will require manual signatures on the paper copies of electronic filings required to be furnished by filers to national securities exchanges and national securities associations.60 --------------------------------------------------------------------------- \6\0For example, Exchange Act Rule 12b-11 [17 CFR 240.12b-11] requires that a manually signed copy of Exchange Act reports be filed with each exchange upon which the registrant's securities are registered. --------------------------------------------------------------------------- New Rules 303(a)(3) and (4) of Regulation S-T. The following are added to the list of documents that may not be incorporated by reference, consistent with other rule provisions61 and current staff interpretations: --------------------------------------------------------------------------- \6\1See revised Rule 102(e) of Regulation S-T [17 CFR 232.102(e)]. --------------------------------------------------------------------------- For a registered investment company or a business development company making electronic submissions more than three years after its phase-in date, a document which has not been filed in electronic format, unless the document has been filed in paper pursuant to a hardship exemption and any required confirming copy has been submitted or the document is an exhibit, filed in paper, to Form N-SAR, and is being incorporated by reference into another Form N-SAR filing. For investment company filings, any Financial Data Schedule required under Securities Act Rule 483.62 --------------------------------------------------------------------------- \6\217 CFR 230.483. --------------------------------------------------------------------------- Rule 304(a) of Regulation S-T. Under the amended rules, descriptions of omitted graphic and image material will be allowed to be placed either in the text of an electronic filing where the omission occurs or in an appendix thereto, at the option of the filer. Registrants no longer will be required to list all omitted material in an appendix to the filing. Descriptions should be provided in narrative or tabular format, as appropriate. Rule 304(d) of Regulation S-T. Phased-in registrants subject to the requirement to furnish a stock performance comparison graph in their proxy statements pursuant to Item 402(l) of Regulation S-K63 will be required to satisfy that obligation in their electronic filing in the same manner as applicable to other types of omitted charts or graphs, that is, by describing the omitted performance graph by presenting the graph's data points in tabular form.64 The requirement to furnish a paper copy of the performance graph to the Branch Chief in the Division of Corporation Finance responsible for the review of the registrant's filings is retained, in order to allow the staff to continue monitoring information as distributed to investors.65 As proposed, the option to file the graph in paper under cover of Form SE66 is eliminated to prevent the possibility of an incomplete electronic presentation to the reader without reference to the Form SE. --------------------------------------------------------------------------- \6\317 CFR 229.402l. \6\4See letter from Mauri L. Osheroff, Associate Director, Regulatory Policy, Division of Corporation Finance, dated November 16, 1993, for an example of how the performance graph may be presented in tabular form in the proxy statement. This letter is available through the EDGAR Bulletin Board. \6\5The previous requirement was found in Rule 304(d)(2) of Regulation S-T [17 CFR 232.304(d)(2)]. It now is incorporated into paragraph (d) of that section. \6\6Rule 304(d)(1) of Regulation S-T [17 CFR 232.304(d)(1)]. --------------------------------------------------------------------------- New Rule 311(b) of Regulation S-T. The rule governing filing of exhibits in paper under cover of Form SE has been amended as proposed to provide that exhibits to a Commission schedule filed pursuant to Section 13 or 14(d) of the Exchange Act may be filed in paper under cover of Form SE where such exhibits previously were filed in paper (either before becoming subject to mandated electronic filing or pursuant to a hardship exemption) and are required to be refiled pursuant to the schedule's general instructions. In the past, such documents were required to be filed in electronic format along with the schedule to which they relate, absent a hardship exemption.67 --------------------------------------------------------------------------- \6\7For example, where an issuer delivers its Form 10-K with its Schedule 13E-4 [17 CFR 240.13e-101] in connection with its issuer tender offer proposal, the Form 10-K must be filed as an exhibit to the schedule, notwithstanding the fact that it previously had been filed with the Commission. See Item 9 of Schedule 13E-4. Under prior rules, the Form 10-K was required to be filed electronically as an exhibit, even if it originally had been filed in paper. Under the rules adopted today, the exhibit will continue to be required, but it may be filed in paper under cover of Form SE if it originally had been filed in paper. --------------------------------------------------------------------------- New Rule 311(c) of Regulation S-T. Under the amended rules, insurance companies that file information included in their annual statements provided to state insurance regulators (i.e., Schedules O and P)68 as exhibits to their Forms 10-K will be allowed to file such documents in paper under cover of Form SE because of difficulties in translating them into a format compatible with EDGAR.69 --------------------------------------------------------------------------- \6\8See Item 601(b)(28) of Regulations S-K and S-B [17 CFR 229.601(b)(28) and 228.601(b)(28), respectively]. \6\9Since April 1993, the staff, via delegated authority, has granted requests for continuing hardship exemptions (Rule 202 of Regulation S-T [17 CFR 232.202]) for this type of document for a period of one year. Hardship exemptions no longer need be obtained with respect to these documents. --------------------------------------------------------------------------- Rule 311(d) of Regulation S-T. The revisions also codify the staff's interpretation that a Financial Data Schedule is not among those exhibits to Form N-SAR that an investment company may submit in paper under cover of Form SE. Rules 901(a) and 902(a) of Regulation S-T. As proposed, a note has been added to Rules 901 and 902 of Regulation S-T to make it clear that registrants become subject to mandated electronic filing upon their phase-in date and all subsequent filings must be made electronically, even filings made with respect to transactions that commenced prior to, and are in process, at the time a registrant is phased in.70 The note to Rule 902(a) also clarifies the limited exception for definitive filings by investment companies under Securities Act Rule 497. --------------------------------------------------------------------------- \7\0Of course, under Rule 101(a)(1)(iii) of Regulation S-T, a registrant may file its Form 10-K or Form 10-KSB in paper if it is the first document filed with the Commission on or following its phase-in date. --------------------------------------------------------------------------- Rule 901(c)(4) of Regulation S-T. A note has been added to Rule 901 of Regulation S-T explaining that while entities subject to mandated electronic filing generally may choose to electronically file Schedules 13D71 and 13G72 with respect to a paper filer, domestic electronic filers are restricted from doing so with respect to foreign private issuers because EDGAR currently requires an Internal Revenue Service tax identification number to be inserted for the subject company as a prerequisite to acceptance of the filing. It is anticipated that the EDGAR system will be modified in the future to process such filings, but until that time, they should be filed in paper.73 --------------------------------------------------------------------------- \7\117 CFR 240.13d-101. \7\217 CFR 240.13d-102. \7\3Questions relating to electronic filing of Schedules 13D or 13G with respect to foreign private issuers should be directed to Sylvia J. Reis, Assistant Director, CF-EDGAR Policy, Division of Corporation Finance, at (202) 942-2940. --------------------------------------------------------------------------- Rules 901(d) and 902(g) of Regulation S-T. Since mandated electronic filing began in April 1993, filers have been required to furnish to the Commission a paper copy of each electronic filing made during the first year following phase-in. This rule was adopted to implement Section 35A(d)(3) of the Exchange Act.74 Since its proposal in 1992, filers have characterized the requirement as burdensome. In response, the Commission proposed reducing the paper submission requirement so that filers could satisfy their paper copy obligations by furnishing a paper copy of their first electronic filing only. Four commenters addressed the issue. Three supported the reduction, characterizing the paper submission requirement as ``wasteful'' and ``unnecessary.'' One commenter argued that the format of electronic filings is not as desirable to read as copies of paper documents, implying that electronic filings are not suitable alternatives to paper filings. While it is true that electronic filings often are not as aesthetically pleasing as typeset paper versions, the content of the filing, not its typeface, is what is of interest to investors. Furthermore, this argument carries little weight against reducing the paper copy requirement, since filers may satisfy such requirement by furnishing a paper printout of the electronic filing. --------------------------------------------------------------------------- \7\415 U.S.C. 78ll(d)(3). --------------------------------------------------------------------------- In light of the comments to the proposal, and in connection with the six-month evaluation of the EDGAR system, the Commission has reviewed the paper copy requirement and procedures. As stated in the report, the EDGAR system is reliable, provides a suitable alternative to written and printed filings, and provides information as effectively and efficiently for filers, users and disseminators as the written or printed counterpart.75 Consequently, the requirement has been modified, as proposed, to require new electronic filers to furnish to the Commission one paper copy of their first electronic filing only.76 Pursuant to a commenter's suggestion, the paper copy rule also is being clarified to state that persons making third party filings, such as proxy materials or beneficial ownership reports, with respect to an electronic registrant also are required to submit a paper copy with their first electronic filing only. --------------------------------------------------------------------------- \7\5See Exchange Act Section 35A(d)(3)(B) [15 U.S.C. 78ll(d)(3)(B)], which permits a reduction of the paper copy requirement if these elements are established. \7\6The requirement to place a legend on the top of the paper copy has been modified and retained; the rules also have been modified to require the copy to be sent to the Commission's Operations Center in Alexandria, Virginia, as is currently the practice. All filers that have submitted a paper copy of at least one electronic filing before the effective date of this amendment may cease furnishing paper copies of electronic filings made on or after the effective date. The Commission solicited comment about whether the six business day period for submission of the paper copy should be shortened or lengthened. Commenters did not feel strongly about this issue; consequently, no time period changes have been adopted. --------------------------------------------------------------------------- Rule 902(e) of Regulation S-T. The amendments clarify the limited exception contained in Rule 902(e) of Regulation S-T77 for definitive filings by investment companies under Rule 497 of the Securities Act, to mandated electronic filing. --------------------------------------------------------------------------- \7\717 CFR 232.902(e). --------------------------------------------------------------------------- B. Changes to Item 601 of Regulations S-K and S-B Item 601 of Regulations S-K and S-B, which govern the filing of exhibits, including the new Financial Data Schedule, are amended as described below. The exhibit tables of Regulations S-K and S-B have been amended as proposed to indicate that charter documents are to be filed with quarterly reports on Forms 10-Q78 and 10-QSB79 pursuant to paragraph (b)(3) of Regulations S-K80 and S-B81 if such documents had been amended during the reporting period, thereby reflecting the requirements of Item 601(a)(4) of Regulations S-B and S- K.82 --------------------------------------------------------------------------- \7\817 CFR 249.308a. \7\917 CFR 249.308b. \8\017 CFR 229.601(b)(3). \8\117 CFR 228.601(b)(3). \8\217 CFR 228.601(a)(4) and 17 CFR 229.601(a)(4), respectively. Revised exhibit table of Item 601 of Regulations S-K and S-B. --------------------------------------------------------------------------- Item 601 of Regulations S-K and S-B has been amended to state that if an instrument defining the rights of security holders is in the form of a certificate, the text appearing on the certificate must be reproduced in an electronic filing, together with a description of any other graphic and image material appearing on the certificate.83 --------------------------------------------------------------------------- \8\3Instruction to Item 601(b)(4) of Regulations S-K and S-B [17 CFR 229.601(b)(4) and 17 CFR 228.601(b)(4), respectively]. --------------------------------------------------------------------------- Item 601(b)(10) of Regulations S-K and S-B has been amended to clarify that a material contract that becomes effective or that is executed during the reporting period reflected by an annual or quarterly report must be filed as an exhibit to the periodic report filed for the corresponding period.84 The amended rules also make it clear that only new material contracts must be filed with quarterly reports; Forms 10-Q and 10-QSB, unlike Forms 10-K and 10-KSB, do not require a list of all material contracts. --------------------------------------------------------------------------- \8\4Instruction 2 to Item 601(b)(10) to Regulations S-K and S-B [17 CFR 229.601(b)(10) and 17 CFR 228.601(b)(10), respectively]. --------------------------------------------------------------------------- Applications filed for the purpose of determining the eligibility of a person designated as trustee for debt securities registered under the Securities Act that are eligible to be issued, offered, or sold on a delayed basis by or on behalf of the registrant, pursuant to Section 305(b)(2) of the Trust Indenture Act,85 will now be required to be filed separately in the manner prescribed by the EDGAR Filer Manual.86 Prior to this amendment, such filings were required to be filed as an exhibit to a post-effective amendment to the registration statement to which the application relates. This change is intended to provide expedited processing of such filings. Of course, the general procedure requiring all other trust indenture eligibility applications on Form T-1 and T-287 to be submitted as an exhibit to the registration statement remains intact.88 --------------------------------------------------------------------------- \8\515 U.S.C. 77eee(b)(2). \8\6Revision of Item 601(b)(25)(ii) of Regulations S-K and S-B [17 CFR 229.601(b)(25)(ii) and 17 CFR 228.601(b)(25)(ii), respectively]. A new electronic form type 305B2 has been added to EDGAR programming to accommodate this type of filing. This new form type is provided in EDGAR release 4.0 and appears in the EDGAR Filer Manual, dated September 1994, which became effective October 31, 1994. \8\717 CFR 269.1 and 17 CFR 269.2, respectively. \8\8See Item 601(b)(25)(ii) of Regulations S-K and S-B [17 CFR 229.601(b)(25)(ii) and 228.601(b)(25)(ii), respectively]. --------------------------------------------------------------------------- Item 601 also has been amended to clarify that earnings statements ``made generally available'' pursuant to Sec. 11(a) of the Securities Act89 should be filed as an exhibit to Exchange Act periodic reports only where the statement was made available using methods other than including the information in another filing with the Commission, as provided by Securities Act Rule 158.90 --------------------------------------------------------------------------- \8\915 U.S.C. 77k(a). \9\017 CFR 230.158. Revised Item 601(b)(99)(iii) of Regulation S-K [17 CFR 229.601(b)(99)(iii)] and Item 601(b)(99)(ii) of Regulation S-B [17 CFR 228.601(b)(99)(ii)]. --------------------------------------------------------------------------- As proposed, Financial Data Schedules will not be required to be filed in connection with registration statements on Form S- 891 (for registration of securities issued pursuant to employee benefit plans), since updated financial information is rarely included in such filings.92 --------------------------------------------------------------------------- \9\117 CFR 239.16b. \9\2Revision of note to Item 601(c)(1) of Regulations S-K and S- B. This is a revision to the note adopted in connection with the implementation of Financial Data Schedules, which indicates that no Financial Data Schedule is required for Form 11-K. See Release No. 33-7072. --------------------------------------------------------------------------- A note has been added to Item 601(c) of Regulations S-K and S-B, providing that the paper copy of an electronic filing sent to the Commission's Operations Center in Alexandria, Virginia pursuant to Rule 901(d) of Regulation S-T need not contain any Financial Data Schedule included in that filing. Similarly, registrants will not be required to furnish paper versions of their Financial Data Schedules with the paper copies sent to national securities exchanges and national securities associations pursuant to Commission rules.93 Both provisions are consistent with the Commission's position, also codified in the note, that paper copies of the Schedule are not required with filings made in paper pursuant to a hardship exemption because the Schedule merely reflects information found elsewhere in the filing, and thus, it is only useful in electronic filings.94 --------------------------------------------------------------------------- \9\3Note 2 to paragraph (c)(1) of Item 601 of Regulations S-K and S-B. \9\4When a paper filing made pursuant to a hardship exemption is followed up by a confirming electronic copy, the Financial Data Schedule should be included in the confirming copy. See n. 287 in Release No. 33-6977. --------------------------------------------------------------------------- C. Changes to Securities Act Rule 483 and Form S-6 The following amendments to rules and forms under the Securities Act and Investment Company Act in connection with Financial Data Schedule requirements have been adopted as proposed: A note has been added to Securities Act Rule 483(e) indicating that paper copies of Financial Data Schedules are not required to be furnished to the Commission or to national securities exchanges or national securities associations.95 --------------------------------------------------------------------------- \9\5Note 2 to paragraph (e)(1) of Securities Act Rule 483. See Note 2 to Item 601(c) of Regulations S-K and S-B, discussed above. --------------------------------------------------------------------------- Form S-6\96\ has been amended to make it clear that a Financial Data Schedule is required only upon the filing of an amendment to a registration statement on that form. --------------------------------------------------------------------------- \96\17 CFR 239.16. --------------------------------------------------------------------------- D. Changes to Public Utility Act Rules and Forms The following amendments to the Public Utility Act Rules and Forms have been adopted as proposed: Forms U5B,\97\ U5S,98 and U-1\99\ under the Public Utility Act have been amended to state that if an instrument defining the rights of security holders is in the form of a certificate, the text appearing on the certificate must be reproduced in an electronic filing.\100\ --------------------------------------------------------------------------- \97\17 CFR 259.5b. \98\17 CFR 259.5s. \99\17 CFR 259.101. \100\Instructions for Exhibits B to Forms U5B and U5S and Instruction A to Instructions as to Exhibits to Form U-1. These changes parallel those made to Item 601(b)(4) of Regulations S-K and S-B, discussed above. --------------------------------------------------------------------------- E. Other Changes Other amendments are listed below. As proposed, Exchange Act Rule 12b-15\101\ has been amended to specify the number of copies required to be filed in connection with amendments to Exchange Act filings made in paper. --------------------------------------------------------------------------- \101\17 CFR 240.12b-15. --------------------------------------------------------------------------- An electronic filing provision of Regulation 13D relating to electronic amendments to Schedules 13D and 13G has been amended to track its parallel provision in Regulation S-T.\102\ --------------------------------------------------------------------------- \102\Exchange Act Rule 13d-2(c) [17 CFR 240.13d-2(c)]. --------------------------------------------------------------------------- A note to Exchange Act Rule 14a-4103 codifies the Commission's position that proxy cards should be filed as appendices at the end of proxy statements filed in electronic format, and not as separate documents within the electronic submission.\104\ In a similar vein, Instruction 3 to Item 10 of Schedule 14A\105\ now instructs electronic registrants to file employee benefit plan documents required to accompany the proxy statement as appendices to the proxy statement. As in the past, filers are not required to deliver the plan documents to shareholders unless they are a part of the proxy statement. --------------------------------------------------------------------------- \103\17 CFR 240.14a-4. \104\See Section IV.F.5 of Release No. 33-6977. \105\17 CFR 240.14a-101. --------------------------------------------------------------------------- Item 22(a)(4) of Schedule 14A has been amended to clarify that the Financial Data Schedule, required to be submitted by investment companies with certain proxy materials, would be submitted as an exhibit to the proxy statement. Technical revisions have been made to the cover pages of proxy and information statements to make them easier to understand and expedite processing.\106\ The rules have been revised to clarify that the cover page is for the use of the Commission and is not required to be distributed to security holders.\107\ Further, a change has been made to Schedule 14A to ensure that the approximate date on which the proxy statement and form of proxy are first sent or given to security holders must be printed on the first page of the proxy statement sent to investors, and not on the cover sheet.\108\ --------------------------------------------------------------------------- \106\For example, a box has been added for filers of definitive material to check if the fee had previously been paid with preliminary materials and a reference to Item 22(a)(2) of Schedule 14A has been added to the ``Payment of Filing Fee'' section. \107\Revised Rule 14a-6(m) [17 CFR 240.14a-6(m)] and Rule 14c- 5(h) [17 CFR 240.14c-5(h)]. \108\Amended paragraph (b) of Item 1 of Schedule 14A. --------------------------------------------------------------------------- The tender offer rules have been amended as proposed to make it clear that tender offer periods are tolled because of failure to file required documents in electronic format only when the bidder is required to file electronically or, if applicable, after it has elected to do so by filing the Tender Offer Statement in electronic form.\109\ While this has always been the intended reading of the EDGAR provisions of the tender offer rules, questions have been raised as to whether the time periods would be tolled under other circumstances. --------------------------------------------------------------------------- \109\Exchange Act Rule 14e-1(e) [17 CFR 240.14e-1(e)]. For example, if the bidder is an electronic filer and the target company is also an electronic company, and the bidder files its Tender Offer Statement in paper in violation of the electronic filing rules, the time periods will be tolled with respect to the tender offer until a confirming electronic copy of the Statement is submitted. Where the bidder is an electronic filer and the target is a paper filer, if the bidder elects to file in paper under Rule 901(c)(1) of Regulation S-T [17 CFR 232.901(c)(1)], it may do so without tolling the tender offer periods, because paper filing is specifically permitted by that provision. However, if the electronic bidder elects to electronically file its Tender Offer Statement with respect to a paper company, as permitted by Regulation S-T, any subsequent filing in paper by the bidder with respect to the transaction will cause the tender offer periods to be tolled until confirming electronic copies of these documents are submitted. --------------------------------------------------------------------------- The number of paper copies of Form SE (for use with documents filed in paper pursuant to a hardship exemption or other specified purposes) and Form TH\110\ (used in connection with paper filings pursuant to a temporary hardship exemption) required to be filed has been increased from three to four, to facilitate processing by the staff. --------------------------------------------------------------------------- \1\1017 CFR 239.65, 249.447, 259.604, 269.10, and 274.404. --------------------------------------------------------------------------- III. Common Mistakes Made by EDGAR Filers Since the adoption of the interim rules in February 1993, the Commission staff has been working with electronic filers to help them satisfy their electronic filing obligations. The Commission has issued the following list of staff suggestions to help electronic filers avoid some of the more common errors associated with electronic filing.\111\ --------------------------------------------------------------------------- \111\See Section III of Release No. 33-7074 for a more comprehensive discussion of these issues. --------------------------------------------------------------------------- Filers should review documents in electronic format and error check using EDGARLink prior to transmitting documents for filing. For example, filers should check to make sure they are filing on the correct form type and are using accurate CIK and CCC numbers. Care must be taken to use and tags correctly; submissions with these tags are not official Commission filings. Filing fees in connection with good-money filings must be paid to the lockbox before or at the time the filing is made. Filers should allow time for wire transfers prior to filing. Filers should be prepared to file early to avoid last- minute filing problems, especially in connection with time-sensitive filings. Filers have an obligation to confirm the status of their filings after transmitting them to the Commission. Filing date adjustments\112\ will be made, as warranted, for Exchange Act reports, but generally will not be granted to backdate a filing over an extended period of time. It is not staff policy to grant filing date adjustments for Securities Act registration statements or other transactional filings, since shareholder rights may be affected. --------------------------------------------------------------------------- \112\Rule 13(b) of Regulation S-T [17 CFR 232.13(b)]. --------------------------------------------------------------------------- IV. Cost-Benefit Analysis The costs and benefits associated with mandated electronic filing generally were addressed in earlier releases associated with the adoption of the EDGAR interim rules, which today are being made final. In summary, the Commission stated that while some costs attend the implementation of an electronic filing system, for the Commission, filers and users, the benefits far outweigh the costs. Filers avoid uncertainty and delays that may occur with courier delivery or other modes of transportation used in connection with paper filings. Filing hours are extended for electronic submissions and acceptance processing is immediate, giving filers greater flexibility and control over when filings are made. Filers may avoid multiple submission of the same information by transmitting once a modular submission for inclusion in multiple documents. Filers will enjoy further facilitation in satisfying their filing obligations once one-stop filing with self- regulatory organizations (``SROs'') and the states is fully implemented.\113\ Users and disseminators benefit even more from the EDGAR system's capabilities to identify, sort and broadcast time- sensitive information to the nation and the world in a matter of minutes. Investors and financial markets benefit from the immediate access to information the system provides. --------------------------------------------------------------------------- \113\Frequently, documents filed with the Commission are used to satisfy SRO and state blue sky law requirements with respect to securities offerings. The Commission has been working with the SROs, including the securities exchanges and the National Association of Securities Dealers, and the states through the North American Securities Administrators Association (``NASAA'') to develop a system in which EDGAR filings could be used to satisfy the requirements of the various parties. Although one-stop filing is not currently available, it is contemplated that EDGAR will provide the states, via NASAA, and various SROs with the state and SRO required public filings that are designated for such treatment by an electronic filer. Under the contemplated system, the SROs and the states would furnish the connection with EDGAR and maintain facilities to receive filings directed to them. The states and SROs would be able to obtain other public filings through access to the public EDGAR database. --------------------------------------------------------------------------- One commenter, responding to the Commission's general request for comments on the EDGAR system, asserts that the Commission never considered the potential burdens imposed on small businesses by the EDGAR system, as currently designed. To the contrary, in the release adopting the interim rules it was noted specifically that the EDGAR rule proposals elicited comment relating to the costs of: purchasing electronic equipment; hiring financial printers to file Forms 10-K because of their complexity; training employees to prepare and file electronic documents in an unfamiliar format; and preparation and review of paper documents in addition to electronic versions of those documents. The Commission recognized that registrants (including all those defined as small entities) and others who are required to file on the EDGAR system would incur additional compliance costs. It was anticipated, however, that those filing electronically also would enjoy the benefits related to electronic filing, as set forth above. In the Final Regulatory Flexibility Analysis, the impact electronic filing would have on small entities was explicitly considered and several alternative approaches were addressed. It was determined to be in the public interest to have a complete database available through the system. Furthermore, small entities themselves would benefit from the broad and immediate dissemination of their disclosure documents into the marketplace. Finally, a delayed implementation schedule for the smallest companies was adopted to allow more than ample time for these entities to acquire the necessary equipment (most of which is basic to today's modern workplace, absent EDGAR) and training as modest resources permit. The views expressed in the foregoing documents have been supported by the experience gained in the nearly 20 months since mandated electronic filing began. No commenter addressed the costs and benefits of the amendments to the general EDGAR rules that were proposed in July 1994. Given the technical and minor nature of the amendments, they are not expected to affect significantly the costs and burdens associated with filing requirements generally, or specifically with respect to electronic filing. V. Final Regulatory Flexibility Analysis A final regulatory flexibility analysis has been prepared regarding the amendments in accordance with 5 U.S.C. 603. A copy of the analysis may be obtained by contacting James R. Budge, Office of Disclosure Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. A summary of the corresponding initial regulatory flexibility analysis appears at 59 FR 36270 [Release No. 33-7074]. VI. Statutory Basis The foregoing amendments are promulgated pursuant to 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 Act, Section 319 of the Trust Indenture Act, and Sections 8, 30, 31 and 38 of the Investment Company Act. List of Subjects in 17 CFR Parts 228, 229, 230, 232, 239, 240, 249, 250, 259, 260, 269 and 274 Accountants, Confidential business information, Investment companies, Reporting and recordkeeping requirements, Securities, Utilities. Text of the Amendments In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is amended as follows: PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS 1. The authority citation for Part 228 continues to read as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b- 11, unless otherwise noted. 2. By amending Sec. 228.601 in the exhibit table, by adding an ``x'' corresponding to exhibits (3)(i) and (ii) under the caption ``10- QSB'' and removing the ``x'' corresponding to exhibit (27) under the caption ``S-8,'' by adding an instruction to paragraph (b)(4)(iii), redesignating the Instruction to Item 601(b)(10) as Instruction 1 to Item 601(b)(10) and adding Instruction 2 to Item 601(b)(10), revising the second sentence of paragraph (b)(25)(ii), revising paragraph (b)(28)(iv), revising paragraph (b)(99)(ii), revising the note to paragraph (c)(1)(ii), redesignating the note following paragraph (c)(1)(vi) as Note 1 to paragraph (c)(1)(vi) and adding Note 2 to paragraph (c)(1)(vi), to read as follows: Sec. 228.601 (Item 601) Exhibits. * * * * * (b) * * * (4) Instruments defining the rights of security holders, including indentures. * * * * * (iii) * * * Instruction to Item 601(b)(4)(iii) for electronic filings. If the instrument defining the rights of security holders is in the form of a certificate, the text appearing on the certificate shall be reproduced in an electronic filing together with a description of any other graphic and image material appearing on the certificate, as provided in Rule 304 of Regulation S-T (Sec. 232.304 of this chapter). * * * * * (10) Material Contracts. * * * Instruction 2 to Item 601(b)(10). If a material contract is executed or becomes effective during the reporting period reflected by a Form 10-QSB or Form 10-KSB, it shall be filed as an exhibit to the Form 10-QSB or Form 10-KSB filed for the corresponding period. See paragraph (a)(3) of this Item. With respect to quarterly reports on Form 10-QSB, only those contracts executed or becoming effective during the most recent period reflected in the report shall be filed. * * * * * (25) Statement of eligibility of trustee. * * * (ii) * * * Rather, such statements must be submitted as exhibits in the same electronic submission as the registration statement to which they relate, or in an amendment thereto, except that electronic filers that rely on Trust Indenture Act Section 305(b)(2) for determining the eligibility of the trustee under indentures for securities to be issued, offered or sold on a delayed basis by or on behalf of the registrant shall file such statements separately in the manner prescribed by Sec. 260.5b-1 through Sec. 260.5b-3 of this chapter and by the EDGAR Filer Manual. * * * * * (28) Information from reports furnished to state insurance regulatory authorities. * * * (iv) If ending reserves in paragraphs (b)(28)(ii)(A) and (b)(28)(ii)(B) of this Item or the proportionate share of the small business issuer and its other subsidiaries in paragraph (b)(28)(ii)(C) of this Item are less than 5% of the total ending reserves in paragraphs (b)(28)(ii)(A) and (b)(28)(ii)(B) of this Item, and the proportionate share of (b)(28)(ii)(C) of this Item, small business issuers may omit that category and note that fact. If the amount of the reserves attributable to fifty percent-or-less-owned equity investees that file this information as companies in their own right exceeds 95% of the total in paragraph (b)(28)(ii)(C) of this Item, small business issuers do not need to provide reserves information for the other fifty percent-or-less-owned equity investees. * * * * * (99) Additional Exhibits. * * * * * (ii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C. 77k(a)) an issuer makes generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the effective date of the registration statement, and if such earnings statement is made available by ``other methods'' than those specified in paragraphs (a) or (b) of Sec. 230.158 of this chapter, it must be filed as an exhibit to the Form 10-QSB or the Form 10-KSB, as appropriate, covering the period in which the earnings statement was released. (c) Financial Data Schedule--(1) * * * (ii) * * * Note to paragraph (c)(1)(ii): Financial Data Schedules are not required in connection with registration statements on Form S-8 (Sec. 239.16b of this chapter) or annual reports on Form 11-K (Sec. 249.311 of this chapter), for employee stock purchase, savings and similar plans. * * * * * (vi) * * * Note 2 to paragraph (c)(1)(vi): Paper copies of the Financial Data Schedule are not required to be furnished with the paper copy sent to the Commission's Operations Center in Alexandria, Virginia pursuant to Rule 901(d) of Regulation S-T (Sec. 232.901(d) of this chapter), or with the paper copies of filings required by the Commission rules to be furnished to the national securities exchange or national securities association upon which the registrant's securities are listed. Similarly, no paper copy of a Financial Data Schedule is required with filings made in paper pursuant to a hardship exemption; however, any required electronic confirming copy of such filing should be accompanied by a Financial Data Schedule, where appropriate pursuant to paragraph (c)(1)(ii) of this section. * * * * * PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER THE SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K 3. The authority citation for Part 229 continues to read in part as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted. * * * * * 4. By amending Sec. 229.601 in the exhibit table, by adding an ``x'' corresponding to exhibits (3)(i) and (ii) under the caption ``10- Q'' and removing the ``x'' corresponding to exhibit (27) under the caption ``S-8'', by designating the current instruction at the end of paragraph (b)(4) as Instruction 1 to paragraph (b)(4) and adding Instruction 2 to paragraph (b)(4), designating the current instruction at the end of paragraph (b)(10) as Instruction 1 to paragraph (b)(10) and adding Instruction 2 to paragraph (b)(10), revising the second sentence of paragraph (b)(25)(ii), by revising paragraph (b)(99)(iii), revising the note to paragraph (c)(1)(ii), redesignating the note following paragraph (c)(1)(vi) as Note 1 to paragraph (c)(1)(vi) and adding Note 2 to paragraph (c)(1)(vi) thereafter, adding a ``)'' before the period at the end of paragraph (c)(3)(ii), to read as follows: Sec. 229.601 (Item 601) Exhibits. * * * * * (b) * * * (4) Instruments defining the rights of security holders, including indentures. * * * Instruction 2 to paragraph (b)(4) (for electronic filings). If the instrument defining the rights of security holders is in the form of a certificate, the text appearing on the certificate shall be reproduced in an electronic filing together with a description of any other graphic and image material appearing on the certificate, as provided in Rule 304 of Regulation S-T (Sec. 232.304 of this chapter). * * * * * (10) Material Contracts. * * * Instruction 2 to paragraph (b)(10). If a material contract is executed or becomes effective during the reporting period reflected by a Form 10-Q or Form 10-K, it shall be filed as an exhibit to the Form 10-Q or Form 10-K filed for the corresponding period. See paragraph (a)(4) of this Item. With respect to quarterly reports on Form 10-Q, only those contracts executed or becoming effective during the most recent period reflected in the report shall be filed. * * * * * (25) Statement of eligibility of trustee. * * * (ii) Electronic filings. * * * Rather, such statements must be submitted as exhibits in the same electronic submission as the registration statement to which they relate, or in an amendment thereto, except that electronic filers that rely on Trust Indenture Act Section 305(b)(2) for determining the eligibility of the trustee under indentures for securities to be issued, offered or sold on a delayed basis by or on behalf of the registrant shall file such statements separately in the manner prescribed by Sec. 260.5b-1 through Sec. 260.5b-3 of this chapter and by the EDGAR Filer Manual. * * * * * (99) Additional Exhibits. * * * (iii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C. 77k(a)) an issuer makes generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the effective date of the registration statement, and if such earnings statement is made available by ``other methods'' than those specified in paragraphs (a) or (b) of Sec. 230.158 of this chapter, it must be filed as an exhibit to the Form 10-Q or the Form 10-K, as appropriate, covering the period in which the earnings statement was released. (c) Financial Data Schedule--(1) * * * Note to paragraph (c)(1)(ii): Financial Data Schedules are not required in connection with registration statements on Form S-8 (Sec. 239.16b of this chapter) or annual reports on Form 11-K (Sec. 249.311 of this chapter), for employee stock purchase, savings and similar plans. * * * * * (vi) * * * Note 2 to paragraph (c)(1)(vi): Paper copies of the Financial Data Schedule are not required to be furnished with the paper copy sent to the Commission's Operations Center in Alexandria, Virginia pursuant to Rule 901(d) of Regulation S-T (Sec. 232.901(d) of this chapter), or with the paper copies of filings required by the Commission rules to be furnished to the national securities exchange or national securities association upon which the registrant's securities are listed. Similarly, no paper copy of a Financial Data Schedule is required with filings made in paper pursuant to a hardship exemption; however, any required electronic confirming copy of such filing should be accompanied by a Financial Data Schedule, where appropriate pursuant to paragraph (c)(1)(ii) of this section. * * * * * PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 5. The authority citation for Part 230 continues to read in part as follows: Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 78m, 78n, 79o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, and 80a-37, unless otherwise noted. * * * * * 6. By amending Sec. 230.405 by revising the term ``Graphic communications'' to read ``Graphic communication'' each time it appears in that definition. 7. By amending Sec. 230.483 by redesignating the note following paragraph (e)(1)(iv) as Note 1 to paragraph (e)(1)(iv) and adding Note 2 to paragraph (e)(1)(iv) thereafter, to read as follows: Sec. 230.483 Exhibits for Certain Registration Statements, Financial Data Schedule. * * * * * (e) Financial Data Schedule. (1) General. * * * (iv) * * * Note 2 to paragraph (e)(1)(iv): Paper copies of the Financial Data Schedule are not required to be furnished with the paper copy sent to the Commission's Operations Center in Alexandria, Virginia pursuant to Rule 902(g) of Regulation S-T (Sec. 232.902(g) of this chapter), or with the paper copies of filings required by the Commission rules to be furnished to the national securities exchange or national securities association upon which the registrant's securities are listed. Similarly, no paper copy of a Financial Data Schedule is required with filings made in paper pursuant to a hardship exemption; however, any required electronic confirming copy of such filing should be accompanied by a Financial Data Schedule, where required by the applicable form. * * * * * 8. By amending Sec. 230.488 by removing paragraph (c)(2) and by redesignating paragraph (c)(1) as paragraph (c). PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS 9. The authority citation for Part 232 continues to read as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a- 29, 80a-30, and 80a-37. 10. By amending Sec. 232.12 by adding a sentence at the end of paragraph (b) to read as follows: Sec. 232.12 Business hours of the Commission. * * * * * (b) * * * Submissions on magnetic tape or diskette may be filed either at the address indicated in paragraph (a) of this section, or at the Commission's Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413. * * * * * 11. By amending Sec. 232.13 by adding paragraph (d) following the note, to read as follows: Sec. 232.13 Date of filing; adjustment of filing date. * * * * * (d) Where the Commission's rules, schedules and forms provide that a document may be ``mailed for filing with the Commission'' at the same time it is published, furnished, sent or given to security holders or others, an electronic filer may file the document with the Commission electronically before or on the date the document is published, furnished, sent or given, or if such publication or distribution does not occur on a business day of the Commission, as soon as practicable on the next business day. Any associated time periods shall be calculated on the basis of the publication or distribution date (as applicable), and not on the basis of the date of filing. 12. By amending Sec. 232.101 by revising paragraphs (a)(1)(i), (a)(1)(iii), (c)(2), (c)(3), (c)(8), and (c)(10), by revising the heading of paragraph (c), by removing the word ``and'' following the semicolon in paragraph (c)(16), and by adding paragraphs (b)(3), (b)(4), (b)(5), (c)(18), (c)(19), (c)(20), and (c)(21), to read as follows: Sec. 232.101 Mandated electronic submissions and exceptions. (a) Mandated electronic submissions. (1) * * * (i) Registration statements and prospectuses filed pursuant to the Securities Act (15 U.S.C. 77a, et seq.) or registration statements filed pursuant to Sections 12(b) or 12(g) of the Exchange Act (15 U.S.C. 78l(b) or (g)); * * * * * (iii) Statements, reports and schedules filed with the Commission pursuant to Sections 13, 14, or 15(d) of the Exchange Act (15 U.S.C. 78m, n, and o(d)), except Form 13F (Sec. 249.325 of this chapter), provided that if a registrant's first mandated electronic filing would be an annual report on Form 10-K (Sec. 249.310 of this chapter) or Form 10-KSB (Sec. 249.310b of this chapter) such annual report may, at the option of the registrant, be submitted in paper format; * * * * * (b) * * * (3) Form 11-K (Sec. 249.311 of this chapter). Registrants who satisfy their Form 11-K filing obligations by filing amendments to Forms 10-K or 10-KSB, as provided by Rule 15d-21 (Sec. 240.15d-21 of this chapter), also may choose to file such amendments in paper or electronic format; (4) Reports on Form 13F (Sec. 249.325 of this chapter), filed with the Commission by institutional investment managers as required by Section 13(f)(1) (15 U.S.C. 78m(f)(1)) of, and Rule 13f-1 (Sec. 240.13f-1 of this chapter) under, the Exchange Act on magnetic tape in the format described in Form 13F-E (Sec. 249.326 of this chapter); and (5) Exhibits to Form N-SAR (Sec. 274.101 of this chapter), except that the Financial Data Schedule required under Rule 483 under the Securities Act of 1933 (Sec. 230.483 of this chapter) shall be filed in electronic format. (c) Documents to be submitted in paper only. * * * (2) Supplemental information, if the submitter requests that the information be protected from public disclosure under the Freedom of Information Act (5 U.S.C. 552) pursuant to a request for confidential treatment under Rule 83 (Sec. 200.83 of this chapter) or if the submitter requests that the information be returned after staff review and the information is of the type typically returned by the staff pursuant to Rule 418(b) of Regulation C (Sec. 230.418(b) of this chapter) or Rule 12b-4 of Regulation 12B (Sec. 240.12b-4 of this chapter); (3) Shareholder proposals and all related correspondence submitted pursuant to Rule 14a-8 of the Exchange Act (Sec. 240.14a-8 of this chapter); * * * * * (8) Filings made with the Commission's Regional or District Offices; * * * * * (10) 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; and sales literature submitted under Rule 24b-2 of the Investment Company Act (Sec. 270.24b-2 of this chapter); * * * * * (18) Form F-6 (Sec. 239.36 of this chapter); (19) Annual reports filed with the Commission by indenture trustees pursuant to Section 313 of the Trust Indenture Act (15 U.S.C. 77mmm); (20) Applications for an exemption from Exchange Act reporting obligations filed pursuant to Section 12(h) of the Exchange Act (15 U.S.C. 78l(h)); and (21) Written information concerning employee benefit plans required to be filed with the Commission pursuant to Rule 16b-3(b)(2)(ii) of the Exchange Act (Sec. 240.16b-3(b)(2)(ii) of this chapter). 13. By amending Sec. 232.102 by revising paragraphs (a) and (e), to read as follows: Sec. 232.102 Exhibits. (a) Exhibits to an electronic filing that have not previously been filed with the Commission shall be filed in electronic format, absent a hardship exemption. Previously filed exhibits, whether in paper or electronic format, may be incorporated by reference into an electronic filing to the extent permitted by Rule 24 of the Commission's Rules of Practice (Sec. 201.24 of this chapter), Rule 411 under the Securities Act (Sec. 230.411 of this chapter), Rule 12b-23 or 12b-32 under the Exchange Act (Sec. 240.12b-23 or Sec. 240.12b-32 of this chapter), Rule 22 under the Public Utility Holding Company Act (Sec. 250.22 of this chapter), Rules 0-4, 8b-23, and 8b-32 under the Investment Company Act (Sec. 270.0-4, Sec. 270.8b-23 and Sec. 270.8b-32 of this chapter) and Rule 303 of Regulation S-T (Sec. 232.303). An electronic filer may, at its option, restate in electronic format an exhibit incorporated by reference that originally was filed in paper format. Note to paragraph a: Exhibits to a Commission schedule filed pursuant to Section 13 or 14(d) of the Exchange Act may be filed in paper under cover of Form SE where such exhibits previously were filed in paper (prior to a registrant's becoming subject to mandated electronic filing or pursuant to a hardship exemption) and are required to be refiled pursuant to the schedule's general instructions. See Rule 311(b) of Regulation S-T (17 CFR 232.311(b)). * * * * * (e) Notwithstanding the provisions of paragraphs (a) through (d) of this section, after the date which is three years following a registrant's phase-in date, any incorporation by reference by a registered investment company or a business development company shall relate only to documents which have been filed in electronic format, unless: (1) The document has been filed in paper pursuant to a hardship exemption (Secs. 232.201 and 232.202 of this chapter) and any required confirming copy has been submitted or (2) The document is an exhibit, filed in paper in accordance with applicable rules, to Form N-SAR being incorporated by reference only into another Form N-SAR filing. * * * * * 14. By amending Sec. 232.302 by revising paragraph (b) and adding paragraph (c), to read as follows: Sec. 232.302 Signatures. * * * * * (b) Each signatory to an electronic filing shall manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in typed form within the electronic filing. Such document shall be executed before or at the time the electronic filing is made and shall be retained by the filer for a period of five years. Upon request, an electronic filer shall furnish to the Commission or its staff a copy of any or all documents retained pursuant to this section. (c) Where the Commission's rules require a registrant to furnish to a national securities exchange or national securities association paper copies of a document filed with the Commission in electronic format, signatures to such paper copies may be in typed form. 15. By amending Sec. 232.303 by adding paragraphs (a)(3) and (a)(4) to read as follows: Sec. 232.303 Incorporation by reference. (a) * * * (3) For a registered investment company or a business development company making an electronic submission more than three years after its phase-in date, documents that have not been filed in electronic format, unless: (i) The document has been filed in paper pursuant to a hardship exemption (Secs. 232.201 and 232.202 of this chapter) and any required confirming copy has been submitted or (ii) The document is an exhibit, filed in paper in accordance with applicable rules, to Form N-SAR being incorporated by reference into another Form N-SAR filing. (4) Any Financial Data Schedule required under Rule 483 under the Securities Act of 1933 (Sec. 230.483 of this chapter). * * * * * 16. By amending Sec. 232.304 by revising paragraphs (a) and (d) to read as follows: Sec. 232.304 Graphic and image material. (a) If an electronic filing omits graphic or image material included in the paper version of the document, the electronic version shall include a fair and accurate narrative description or tabular representation of the omitted material. Such descriptions or representations may be included in the text of the electronic filing where the graphic or image material appears in the paper version, or they may be listed in an appendix to the electronic filing. Differences between the electronic and paper versions of the document such as pagination, color, type size or style, or corporate logo need not be described. * * * * * (d) The performance graph that is to appear in registrant proxy and information statements relating to annual meetings of security holders (or special meetings or written consents in lieu of such meetings) at which directors will be elected, as required by Item 402(l) of Regulation S-K (Sec. 229.402(l) of this chapter), shall be furnished to the Commission in connection with an electronic filing by presenting the data in tabular or chart form within the electronic filing, in compliance with the formatting requirements of the EDGAR Filer Manual. Registrants also shall submit supplementally a paper copy of the performance graph to their Branch Chief in the Division of Corporation Finance. 17. By amending Sec. 232.306 by revising the first sentence of the note following paragraph (a), to read as follows: Sec. 232.306 Foreign language documents and symbols. * * * * * Note: With respect to submission of an electronic filer's latest annual budget required to be filed as Exhibit B in Form 18 (Sec. 249.218 of this chapter) or as Exhibit (c) in Form 18-K (Sec. 249.318 of this chapter), for foreign governments and political subdivisions thereof, if an English version of such filer's last annual budget as presented to its legislative body has been prepared, it shall be filed electronically. * * * * * * * * 18. By amending Sec. 232.311 by revising paragraphs (b), (c), and (d) and in paragraphs (e), (f) and (g), by replacing the references to ``Form S-E'' with references to ``Form SE'', and in paragraph (h)(2), by revising the reference ``paragraphs (a) through (c)'' to read ``paragraphs (a) through (g)'' to read as follows: Sec. 232.311 Documents submitted in paper under cover of Form SE. * * * * * (b) Exhibits to a Commission schedule filed pursuant to Section 13 or 14(d) of the Exchange Act may be filed in paper under cover of Form SE where such exhibits previously were filed in paper (prior to a registrant's becoming subject to mandated electronic filing or pursuant to a hardship exemption) and are required to be refiled pursuant to the schedule's general instructions. (c) Exhibits consisting of all or portions of an annual statement provided to state insurance regulators (e.g., Schedules O and P), required to be filed pursuant to Item 601(b)(28) of Regulation S-B or Regulation S-K (Sec. 228.601(b)(28) or Sec. 229.601(b)(28) of this chapter, respectively), may be filed in paper under cover of Form SE. (d) Exhibits to Form N-SAR (Sec. 274.101 of this chapter), other than the Financial Data Schedule required under Rule 483 under the Securities Act of 1933 (Sec. 230.483 of this chapter), may be filed in paper under cover of Form SE. * * * * * 19. By amending Sec. 232.901 by adding a note to paragraph (a), by adding a note to paragraph (c)(4), by revising the heading and introductory text of paragraph (d), and by revising paragraph (d)(2), to read as follows: Sec. 232.901 Division of Corporation Finance EDGAR Transition. (a) * * * Note to paragraph (a): Registrants become subject to mandated electronic filing on their phase-in date. Consequently, all documents required to be filed in electronic format pursuant to Rule 101 of Regulation S-T (Sec. 232.101) filed on or after a registrant's phase-in date must be filed electronically, absent a hardship exemption, even if the transaction to which a filing relates was commenced in paper before the phase-in date and is still in process on the registrant's phase-in date. See Rule 101(a)(1)(iii) of Regulation S-T, that provides for optional paper filing of a Form 10-K or 10-KSB if it is the first document filed after a registrant's phase-in date. * * * * * (c) * * * (4) * * * Note to paragraph (c)(4): While companies subject to mandated electronic filing generally may choose to electronically file Schedules 13D and 13G with respect to a paper filer, domestic electronic filers are restricted from doing so with respect to foreign private issuers because EDGAR currently requires an IRS tax identification number to be inserted for the subject company as a prerequisite to acceptance of the filing. Such filings should be made in paper until the EDGAR system is modified to process them electronically. * * * * * (d) Paper Copies of Electronic Filings. Electronic filers, including third party filers, shall submit to the Commission a paper copy of their first electronic filing, as follows: * * * (2) The paper copy shall be sent to the following address: OFIS Filer Support, SEC Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413. The paper copy shall be received by the Commission no later than six business days after the electronic filing. The following legend shall be typed, printed or stamped in capital letters at the top of the cover page of the paper copy: THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T. * * * * * 20. By amending Sec. 232.902 by adding a note to paragraph (a), by revising the heading and introductory text of paragraph (g), and by revising paragraphs (e) and (g)(2), to read as follows: Sec. 232.902 Division of Investment Management EDGAR Transition. (a) * * * Note to paragraph (a): Registrants become subject to mandated electronic filing on their phase-in date. Consequently, all documents required to be filed in electronic format pursuant to Rule 101 of Regulation S-T (Sec. 232.101) filed on or after a registrant's phase-in date must be filed electronically, absent a hardship exemption, even if the transaction to which a filing relates was commenced in paper before the phase-in date and is still in process on the registrant's phase-in date. See paragraph (e) of this section, that provides for optional paper filing of certain filings under Rule 497 under the Securities Act of 1933 (Sec. 230.497 of this chapter). * * * * * (e) Required Electronic Filing for Phased-in Filers. A registrant that is phased in, under either the mandatory electronic filing provisions of paragraphs (a), (b), or (c) or by reassignment under paragraph (d) of this section, shall file electronically all filings which are mandated electronic submissions under Rule 101 of Regulation S-T (Sec. 232.101 of this chapter) and which are made on or after a registrant's phase-in date, provided, however that a registrant need not file electronically a filing, after the registrant's phase-in date, under Rule 497 under the Securities Act of 1933 (Sec. 230.497 of this chapter) that relates solely to a registration statement or post- effective amendment filed prior to the registrant's phase-in date and is submitted for the purpose of filing the definitive prospectus and/or statement of additional information for that registration statement or amendment. A registrant submitting electronically a Rule 497 filing for the purpose of ``stickering'' its prospectus and/or statement of additional information need not submit electronically the prospectus and/or statement of additional information to which the ``sticker'' relates, provided that the text of the prospectus and/or statement of additional information has already been filed electronically as a public document. * * * * * (g) Paper Copies of Electronic Filings. Electronic filers, including third party filers, shall submit to the Commission a paper copy of their first electronic filing, as follows: * * * (2) The paper copy shall be sent to the following address: OFIS Filer Support, SEC Operations Center, 6432 General Green Way, Alexandria, Virginia 22312-2413. The paper copy shall be received by the Commission no later than six business days after the electronic filing. The following legend shall be typed, printed or stamped in capital letters at the top of the cover page of the paper copy: THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 902(g) OF REGULATION S-T. * * * * * Part 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 21. The authority citation for Part 239 continues to read in part as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79o, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise noted. * * * * * Note: The text of the following form does not and the amendments will not appear in the Code of Federal Regulations. 22. By amending Form S-6 (referenced in Sec. 239.16) by revising Instruction 5 to Instructions as to Exhibits to read as follows: Instructions and Form Form S-6--For Registration Under the Securities Act of 1933 of Securities of Unit Investment Trusts Registered on Form N-8B-2 * * * * * Instructions as to Exhibits * * * * * 5. When any amendment to a registration statement on this form is filed by an electronic filer, a Financial Data Schedule meeting the requirements of Rule 483 under the Securities Act of 1933 (Sec. 230.483 of this chapter). PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 23. The authority citation for Part 240 continues to read in part as follows: Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a- 37, 80b-3, 80b-4 and 80b-11, unless otherwise noted. * * * * * 24. By amending Sec. 240.12b-15 by adding three sentences at the end of the section, to read as follows: Sec. 240.12b-15 Amendments. * * * The requirements of the form being amended shall govern the number of copies to be filed in connection with a paper format amendment. Electronic filers satisfy the provisions dictating the number of copies by filing one copy of the amendment in electronic format. See Rule 309 of Regulation S-T (Sec. 232.309 of this chapter). Sec. 240.12b-25 [Amended] 25. By amending Sec. 240.12b-25 by removing the parenthetical phrase ``(required to be filed on Form 8)'' from paragraph (e)(2). 26. By amending Sec. 240.13d-2 by designating the note at the end of the section as ``Note to Sec. 240.13d-2'' and revising paragraph (c), to read as follows: Sec. 240.13d-2 Filing of amendments to Schedules 13D or 13G. * * * * * (c) The first electronic amendment to a paper format Schedule 13D (Sec. 240.13d-101) or Schedule 13G (Sec. 240.13d-102) shall restate the entire text of the Schedule 13D or Schedule 13G, but previously filed paper exhibits to such Schedules are not required to be restated electronically. See Rule 102 of Regulation S-T (Sec. 232.102 of this chapter) regarding amendments to exhibits filed in electronic format. * * * * * 27. By amending Sec. 240.14a-4 by adding a note to paragraph (a)(3), to read as follows: Sec. 240.14a-4 Requirements as to proxy. (a) * * * (3) * * * Note to paragraph (a)(3) (electronic filers): Electronic filers shall satisfy the filing requirements of Rule 14a-6(a) or (b) (Sec. 240.14a-6(a) or (b)) with respect to the form of proxy by filing the form of proxy as an appendix at the end of the proxy statement. Forms of proxy shall not be filed as exhibits or separate documents within an electronic submission. * * * * * 28. By amending Sec. 240.14a-6 by adding a sentence to the end of paragraph (m), to read as follows: Sec. 240.14a-6 Filing requirements. * * * * * (m) * * * The cover page required by this paragraph need not be distributed to security holders. 29. By amending Sec. 240.14a-101 by revising the text after the section heading and before the notes, paragraph (b) of Item 1 and paragraph (a)(4) of Item 22, and by adding a sentence to the end of Instruction 3 to Item 10, to read as follows: Sec. 240.14a-101 Schedule 14A. Information required in proxy statement. Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 ---------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a- 6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- Notes * * * * * Item 1. Date, time and place information. * * * * * (b) On the first page of the proxy statement, as delivered to security holders, state the approximate date on which the proxy statement and form of proxy are first sent or given to security holders. * * * * * Item 10. Compensation Plans. * * * * * Instructions * * * * * 3. * * * Electronic filers shall file with the Commission a copy of such written plan document in electronic format as an appendix to the proxy statement. It need not be provided to security holders unless it is a part of the proxy statement. * * * * * Item 22. Information required in investment company proxy statement. (a) General. * * * * * (4) Electronic Filings. If action is to be taken with respect to any transaction described in Item 11, 12, or 14 of this Schedule 14A and the Fund proxy or information statement is filed electronically, a Financial Data Schedule meeting the requirements of rule 483 of Regulation C (Sec. 230.483 of this chapter) shall be included as an exhibit. Sec. 240.14c-3 [Amended] 30. By amending Sec. 240.14c-3 by removing the note following paragraph (b). 31. By amending Sec. 240.14c-5 by adding a sentence at the end of paragraph (h), to read as follows: Sec. 240.14c-5 Filing requirements. * * * * * (h) * * * The cover page required by this paragraph need not be distributed to security holders. 32. By amending Sec. 240.14c-101 by revising the text after the section heading and before the note to read as follows: Sec. 240.14c-101 Schedule 14C. Information required in information statement. Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement ---------------------------------------------------------------------- (Name of Registrant As Specified In Charter) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g). [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- Note * * * * * 33. By amending Sec. 240.14e-1 by revising the first sentence of paragraph (e), to read as follows: Sec. 240.14e-1 Unlawful tender offer practices. * * * * * (e) Electronic filings. If a bidder is required (or elects to file its tender offer documents in electronic format as provided by Rule 901(c)(1) of Regulation S-T (Sec. 232.901(c)(1) of this chapter)), the periods of time required by paragraphs (a) and (b) of this section shall be tolled for any period during which it has failed to file in electronic format, absent a hardship exemption (Secs. 232.201 and 232.202 of this chapter), the Schedule 14D-1 Tender Offer Statement [Sec. 240.14d-100 of this chapter], any tender offer material specified in paragraph (a) of Item 11 of that Schedule, and any amendments thereto. * * * PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934 34. The authority citation for Part 249 continues to read in part as follows: Authority: 15 U.S.C. 78a, et seq., unless otherwise noted; * * * * * Sec. 249.208a [Form Amended] 35. By amending Form 8-A (referenced in Sec. 249.208a), Instruction II.2 of Instructions as to Exhibits by revising the phrase ``pursuant to Instruction I above,'' to read ``pursuant to Instruction 3, above,''. Note: The text of Form 8-A is not and the amendment will not appear in the Code of Federal Regulations. Sec. 249.308 [Form Amended] 36. By amending Form 8-K (referenced in Sec. 240.308) by revising the first sentence of paragraph (a)(4)(iv) of Item 7, to read as follows: Note: The text of Form 8-K is not and the amendment will not appear in the Code of Federal Regulations. Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 * * * * * Item 7. Financial Statements and Exhibits. * * * * * (a) * * * (4) * * * (iv) file the required financial statements for an acquired business as an amendment to this Form as soon as practicable, but not later than 60 days after the report on Form 8-K must be filed. * * * * * * * * 37. By amending Sec. 249.310 by revising the section heading and by removing the last sentence of the section, to read as follows: Sec. 249.310 Form 10-K, for annual and transition reports pursuant to sections 13 or 15(d) of the Securities Exchange Act of 1934. * * * * * 38. By amending Form 10-K (referenced in Sec. 249.310) by removing the last sentence of General Instruction A and by revising the second sentence of General Instruction G.(3), to read as follows: Note: The text of Form 10-K is not and the amendment will not appear in the Code of Federal Regulations. Form 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 General Instructions * * * * * G. Information to be Incorporated by Reference. * * * * * (3) * * * However, if such definitive proxy statement or information statement is not filed with the Commission in the 120- day period or is not required to be filed with the Commission by virtue of Rule 3a12-3(b) under the Exchange Act, the Items comprising the Part III information must be filed as part of the Form 10-K, or as an amendment to the Form 10-K, not later than the end of the 120-day period. * * * * * * * * Sec. 249.310(b) [Form Amended] 39. By amending Form 10-KSB (referenced in Sec. 249.310b) by revising the last sentence of General Instruction E.3, to read as follows: Note: The text of Form 10-KSB is not and the amendment will not appear in the Code of Federal Regulations. Form 10-KSB * * * * * General Instructions * * * * * E. * * * 3. * * * If the definitive proxy or information statement is not filed within the 120-day period, the information called for in Part III information must be filed as part of the Form 10-KSB, or as an amendment to the Form 10-KSB, not later than the end of the 120-day period. * * * * * Sec. 249.311 [Form Amended] 40. By amending Form 11-K (referenced in Sec. 249.311) by revising General Instruction E to read as follows: Note: The text of Form 11-K is not and the amendment will not appear in the Code of Federal Regulations. Form 11-K--For Annual Reports of Employee Stock Purchase, Savings and Similar Plans Pursuant to Section 15(d) of the Securities Exchange Act of 1934--General Instructions * * * * * E. Electronic Filers. (a) Reports on this Form may be filed either in paper or in electronic format, at the filer's option. See Rule 101(b)(3) of Regulation S-T (Sec. 232.101(b)(3) of this chapter). (b) Financial Data Schedules are not required to be submitted in connection with annual reports on this form. See Item 601(c)(1) of Regulations S-K and S-B (Sec. 229.601(c)(1) and Sec. 228.601(c)(1), respectively). Sec. 249.322 [Form Amended] 41. By amending Form 12b-25 (referenced in Sec. 249.322 of this chapter) by amending the second sentence of Instruction 5 by revising the parenthetical phrase ``(Sec. 232.12(b) of this chapter)'' to read ``(Sec. 232.13(b) of this chapter)''. Note: The text of Form 12b-25 and the amendment thereto will not appear in the Code of Federal Regulations. PART 250--GENERAL RULES AND REGULATIONS, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 42. The authority citation for Part 250 continues to read as follows: Authority: 15 U.S.C. 79c, 79f(b), 79i(c)(3), 79t unless otherwise noted. Sec. 250.111 [Removed] 43. By removing Sec. 250.111. PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 44. 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. Sec. 259.5b [Form Amended] 45. By amending Form U5B (referenced in Sec. 259.5b) by revising Instructions for Exhibit B, to read as follows: Note: The text of Form U5B is not and the amendment will not appear in the Code of Federal Regulations. Instructions and Form--Form U5B Registration Statement Filed Pursuant to Section 5 of the Public Utility Holding Company Act of 1935 * * * * * Exhibits * * * * * Instructions * * * * * Exhibit B. With respect to the registrant and each subsidiary company thereof, furnish a copy of the charter, articles of incorporation, trust agreement, voting trust agreement, or other fundamental document of organization, and a copy of its by-laws, rules and regulations, or other instruments corresponding thereto. If such documents do not set forth fully the rights, priorities and preferences of the holders of each class of capital stock described in the answer to Item 8(b) and those of the holders of any warrants, options or other securities described in the answer to Item 8(d), and of any limitations on such rights, there shall also be included the text appearing on each certificate or a copy of each resolution or other document establishing or defining such rights and limitations. The text of each such document shall be in the amended form effective at the date of filing the registration statement or shall be accompanied by copies of any amendments to it then in effect. * * * * * Sec. 259.5s [Form Amended] 46. By amending Form U5S (referenced in Sec. 259.5s) by revising Exhibit B, to read as follows: Note: The text of Form U5S is not and the amendment will not appear in the Code of Federal Regulations. Instructions and Form--Form U5S--Annual Report * * * * * General Instructions * * * * * Exhibits * * * * * Exhibit B. With respect to the parent holding company and each subsidiary company thereof, a copy of the charter, articles of incorporation, trust agreement, voting trust agreement, or other fundamental document of organization, and a copy of its bylaws, rules and regulations, or other instruments corresponding thereto. If such documents do not set forth fully the rights, priorities and preferences of the holders of each outstanding class of capital stock and those of the holders of any warrants, options or other rights to acquire capital stock, and of any limitations on such rights, there shall also be included the text appearing on each certificate or a copy of each resolution or other document establishing or defining such rights and limitations. The text of each such document shall be in the amended form effective at the date of filing of the report or shall be accompanied by the text of any amendments to it then in effect. * * * * * Sec. 259.101 [Form Amended] 47. By amending Form U-1 (referenced in Sec. 259.101) by revising Instruction A to Instructions as to Exhibits, to read as follows: Note: The text of Form U-1 is not and the amendment will not appear in the Code of Federal Regulations. Instructions and Form--Form U-1--Application or Declaration Under the Public Utility Holding Company Act of 1935 * * * * * Instructions as to Exhibits * * * * * A. The constituent instruments, or in the case of certificates, the text appearing on the constituent instrument, defining or limiting the rights of the holders of each class of securities proposed to be issued, sold, acquired, guaranteed, assumed, or modified, including any amendments thereto presently proposed. The text of tentative drafts, as a minimum, shall be filed with the original statement. * * * * * PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF 1939 48. The authority citation for Part 260 continues to read as follows: Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll(d), 80b-3, 80b-4, and 80b-11. Sec. 260.0-12 [Removed] 49. Section 260.0-12 is removed. PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934 PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939 PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940 50. The authority citation for Part 269 continues to read as follows: Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d), unless otherwise noted. 51. The authority citation for Part 274 continues to read as follows: Authority: 15 U.S.C. 80a-1, et seq., unless otherwise noted. Secs. 239.64, 249.444, 259.603, 269.8, 274.403 [Forms Amended] 52. By amending Form SE (referenced in Secs. 239.64, 249.444, 259.603, 269.8, and 274.403 of this chapter) by revising General Instruction II.A to read as follows: Note: The text of Form SE is not and the amendment will not appear in the Code of Federal Regulations. Form SE--Form for Submission of Paper Format Exhibits by Electronic Filers * * * * * General Instructions to Form SE * * * * * II. Preparation and Filing of Form A. Four complete copies of Form SE and three complete copies of exhibits filed thereunder shall be submitted in paper format. * * * * * Secs. 239.65, 249.447, 259.604, 269.10, 274.404 [Forms Amended] 53. By amending Form TH (referenced in Secs. 239.65, 249.447, 259.604, 269.10, and 274.404 of this chapter) by revising General Instruction 2, to read as follows: Note: The text of Form TH is not and the amendment will not appear in the Code of Federal Regulations. Form TH--Notification of Reliance on Temporary Hardship Exemption * * * * * General Instructions * * * * * 2. Four signed copies of this form shall a [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/fr%3A94-31579. Public record. Not legal advice.