- 1 -
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 232, 239, 240, 270, and 274
[Release Nos. 33-7684; 34-41410; IC-23843 File No. S7-9-99]
RIN 3235-AH70
Rulemaking for EDGAR System
AGENCY: Securities and Exchange Commission
ACTION: Final rule
SUMMARY: The Securities and Exchange Commission is modernizing
the Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
system. Beginning June 28, 1999, we will be able to accept
filings submitted to EDGAR in HyperText Markup Language (HTML) in
addition to documents submitted in the current American Standard
Code for Information Interchange (ASCII) format; filers also will
have the option of accompanying their required filings with
unofficial copies in Portable Document Format (PDF). Beginning
May 24, 1999, and continuing through June 25, 1999 (the test
period), filers may submit test filings that include documents in
HTML and PDF format; filers electing to submit test HTML and/or
PDF documents during the test period must do so in accordance
with the new rule provisions. In this release, we are adopting
rule amendments reflecting initial changes to filing requirements
resulting from EDGAR modernization, as well as other changes
clarifying or updating our rules.
EFFECTIVE DATE: These rules are effective on June 28, 1999 and
apply to filings submitted on or after that date.
FOR FURTHER INFORMATION CONTACT: If you have questions about the
rules we are adopting, please contact one of the following
members of our staff: in the Division of Investment Management,
Ruth Armfield Sanders, Senior Counsel, (202) 942-0633; and in the
Division of Corporation Finance, Margaret R. Black, EDGAR
Specialist, (202) 942-2940. If you have questions about the
development of the modernized EDGAR system, please contact
Richard D. Heroux, EDGAR Program Manager, (202) 942-8885, in the
Office of Information Technology.
SUPPLEMENTARY INFORMATION:
Today we are adopting amendments to the following rules
relating to electronic filing on the EDGAR system: Rules 485,
486, 487, 495, and 497,[1] and Form S-6,[2] under the Securities
Act of 1933 (Securities Act);[3] Rules 10, 11, 101, 102, 302,
303, 304, 305, 306, 307, and 310 of Regulation S-T;[4] Schedule
14A[5] under the Securities Exchange Act of 1934 (Exchange
Act);[6] Rules 8b-23 and 8b-32,[7] and Form N-SAR,[8] under the
Investment Company Act of 1940 (Investment Company Act);[9] and
Forms N-1, N-1A, N-2, N-3, N-4, and N-5[10] under the Securities
Act and the Investment Company Act. We also are adding the
following new rules to Regulation S-T: Rules 104, 105, and 106.
I. Modernization of EDGAR
A. Background
In 1984, we initiated the EDGAR system to automate the
receipt, processing, and dissemination of documents required to
be filed with us under the Securities Act, the Exchange Act, the
Public Utility Holding Company Act of 1935 (Public Utility
Act),[11] the Trust Indenture Act of 1939,[12] and the Investment
Company Act. Since 1996, we have required all domestic public
companies to file with us electronically through the EDGAR
system, absent an exemption. EDGAR filings are disseminated
electronically and displayed on our web site at
http://www.sec.gov, in the form in which we receive them. The
EDGAR system's broad and rapid dissemination benefits the public
by allowing investors and others to obtain information rapidly in
electronic format. Electronic format is easily searchable and
lends itself to ready financial analysis, using spreadsheets and
other methods.
Recent technological advances, most notably the rapidly
expanding use of the Internet, have led to unprecedented changes
in the means available to corporations, government agencies, and
the investing public to obtain and disseminate information.
Today many companies, regardless of size, make information
available to the public through Internet web sites. On those
sites and through links from one web site to others, individuals
may obtain a vast amount of information in a matter of seconds.
Advanced data presentation methods using audio, video, and
graphic and image material are now available through even the
most inexpensive personal computers or laptops.
As discussed below, we are modernizing the EDGAR system to
accommodate some of the changes in technology that have occurred
since the system was developed. On March 10, 1999, we issued a
release proposing amendments to our rules to reflect initial
changes to filing requirements resulting from EDGAR
modernization, as well as certain other changes to clarify or
update the rules.[13] In that release, we proposed to accept
filings submitted to EDGAR in HTML format as well as documents
submitted in ASCII format and to allow filers to accompany their
required filings with unofficial copies in PDF format.[14] Today
we are adopting these amendments as proposed.
We received a number of comment letters with suggestions
concerning the evolving EDGAR system. Many of these comments
addressed divergent concerns of filers, filing agents,
disseminators, and public users of the EDGAR database. We
appreciate the need to balance the competing interests of these
parties in order to have a system that adequately addresses the
fundamental needs of each. We have considered and will continue
to consider these comments in connection with future planning for
the system and future rulemaking related to the next stage of
EDGAR modernization following the HTML implementation period.[15]
Some disseminators and information providers commented that
they would not have enough time to make the required
modifications to their systems to begin accepting HTML and PDF
documents on May 24, 1999. We have decided not to make the rules
effective on May 24 as planned. Instead, during the test period
from May 24 through June 25, 1999, filers may submit test filings
that include documents in HTML and PDF format. Live filings,
however, must continue to be in ASCII format. The test period
should provide disseminators with sufficient time to assure
completion of system changes and will provide filers the
opportunity to test the EDGAR system's new features. Beginning
June 28, filers may make live filings including documents in HTML
and PDF format.
B. Implementation of HTML/PDF Environment
With EDGAR modernization, we hope to make the system easier
for filers to use and the documents more attractive and readable
for the users of public information. Currently, filers must
submit electronic filings to the EDGAR system in a text-based
ASCII format. In the modernized system, for most filings, filers
may choose to submit documents to us in either HTML or in ASCII.
We expect that HTML will eventually replace ASCII for most
filings. Filers also may submit unofficial PDF copies of
filings. Unlike ASCII documents, HTML and PDF documents can
include graphics, varied fonts, and other visual displays that
filers use when they create Internet presentations or material
for distribution to shareholders and other investors. In this
release, we refer to the required filings that filers must submit
only in either ASCII or HTML formats as official filings. We
refer to the PDF documents as unofficial PDF copies because
filers may not use them instead of HTML or ASCII documents to
meet filing requirements.
Beginning on June 28, 1999 (and on May 24, 1999 on a test
basis) and extending until early 2000 (the HTML implementation
period), we are imposing certain limitations on HTML documents.
These limitations are necessary due to technical issues that we
must resolve before full implementation of the new HTML component
of the EDGAR system.[16] We will provide limited support for
HTML by allowing only certain tags (commands and identifying
information) to be accepted by the EDGAR system. Later, we plan
to further modernize the EDGAR system so that it will be able to
accept and display HTML documents that use graphic and other
visual presentations. In this release, we describe how the EDGAR
system is changing for the initial HTML implementation period,
and we adopt rule changes to govern EDGAR filing during this
period.[17]
C. Use of HTML
Although the EDGAR system will be able to accept HTML
documents beginning on June 28, 1999 (and on May 24, 1999 on a
test basis), we are not now requiring the use of HTML. However,
we expect to require HTML for most filings in the future, so we
encourage filers to use it and gain experience with this format
if they do not have it already.[18] We are providing technical
support for filers to assist them in submitting and correcting
HTML documents through our filer technical support function.
As proposed, during the HTML implementation period, if HTML
is used, each EDGAR document may consist of no more than one HTML
file. Filers may not submit EDGAR documents composed of multiple
linked HTML files. The EDGAR system will suspend any submission
containing any HTML document composed of more than one file.
D. Use of PDF
In addition to permitting the use of HTML in filings, we are
permitting filers to submit a single unofficial PDF copy of each
electronic document.[19] These copies will be disseminated
publicly. We believe that filers may want to submit these copies
because PDF documents retain all the fonts, formatting, colors,
images, and graphics contained in an original document. The
unofficial PDF copy will be optional, but if a filer submits an
unofficial PDF copy of a document, that PDF document must be
substantively equivalent[20] to the official HTML or ASCII
document of which it is a copy. Further, filers may not make a
submission consisting solely of PDF documents; filers must
include unofficial PDF copies only in submissions containing
official documents in HTML or ASCII format.
E. Graphic and Image Material
During the HTML implementation period, we will not accept
graphic or image material in HTML documents.[21] The EDGAR
system will suspend submissions made during the HTML
implementation period if they contain tags for graphic or image
files. However, the optional, unofficial PDF copy of an EDGAR
document may contain static graphic and/or image material. After
the HTML implementation period, we intend to propose that filers
may include graphic and image material in HTML documents.
We also will prohibit any EDGAR submission containing
animated graphics (e.g., files with moving corporate logos or
other animation), either in any official document or any
unofficial PDF copy. We are imposing this requirement due to the
issues concerning how to capture and represent the animated
graphics, which we cannot print or search, in defining the
official filing.
F. Limitation on Hypertext Links
During the HTML implementation period, we are prohibiting
hypertext links from HTML documents to external web sites.
Similarly, we are prohibiting hypertext links from HTML documents
to external documents (including exhibits), whether or not the
document is part of the same filing. However, electronic filers
may include hypertext links to different sections within a single
HTML document.[22] A document may include an inactive textual
reference to external sites or documents for informational
purposes,[23] but it may not include a link to the external site
or document. We will consider expanding the use of hypertext
links after the HTML implementation period.
G. HTML Standard; Permissible Tag Set
We are adopting a specific HTML standard for HTML documents
submitted on the EDGAR system during the HTML implementation
period. Because different Internet browsers used by filers or
the public may display the information presented in an HTML
document in a different fashion, a document viewed through one
browser may have a different appearance and layout from the same
filing viewed through a different browser. This would be
especially evident when a filing printed in hard copy from one
browser appears significantly different from the same filing
printed out from another browser. Initially, we are maximizing
the likelihood of consistent document appearance across different
browsers by specifying HTML 3.2 as the required standard for HTML
documents.
Some commenters expressed the view that the selection of
HTML 3.2 as the standard imposes a burden on systems that are not
browser-based. Other commenters, however, expressed the view
that HTML 3.2 was necessary for standardization and consistency.
Still other commenters urged us to adopt a higher standard such
as HTML 4.0. We believe HTML 3.2 represents the best approach at
this time. We will consider the evolution of this standard when
appropriate.
We also are adopting a set of permissible HTML 3.2 tags for
use in HTML documents during the HTML implementation period.
These permissible tags allow for most HTML 3.2 formatting
capability while eliminating active content and certain classes
of hypertext links.[24] We have included the tag list in the
EDGAR Filer Manual. In general, the EDGAR system will suspend
submissions which contain tags that are not permitted. We
anticipate that the permitted tag set will evolve over time to
accommodate the industry standard and needs of filers.
As proposed, we are not at this time allowing EDGAR
submissions to include tables within tables (nested tables).
This is because users of EDGAR information may find it difficult
to locate and use information in documents with nested tables.
In addition, as proposed, EDGAR submissions may not contain tags
used to include executable code, either in any official
submission or any unofficial PDF copy, at any time, either during
the HTML implementation period or subsequently.[25] The EDGAR
system will suspend any submission containing executable code.
II. Rule Amendments to Accommodate EDGAR Modernization
We are adopting the following amendments to our rules and
regulations to accommodate the initial modernization of EDGAR.
We are amending all of the rules as proposed.
A. Amendments to Regulation S-T.
We are amending several provisions of Regulation S-T, which
governs the preparation and submission of electronic filings to
us, in connection with the addition of HTML documents and
unofficial PDF copies to the EDGAR environment.
Rule 11 -- Definition of Terms used in Part 232. Rule
11[26] contains definitions used in Regulation S-T. We are
adding to the definition section of Regulation S-T the following
new terms: animated graphics; ASCII document; disruptive code;
electronic document; executable code; HTML document; hypertext
links or hyperlinks; and unofficial PDF copy. We also are
revising the definition of electronic filing to make it clear
that an electronic filing may include more than one document.
New Rule 104 -- Unofficial PDF Copies Included in an
Electronic Submission.
Rule 104 provides that an electronic submission may include one
unofficial PDF copy of each electronic document contained within
an electronic submission.[27] Each unofficial PDF copy must be
substantively equivalent to its associated ASCII or HTML document
contained in the submission.[28] Filers wanting to submit an
unofficial PDF copy to replace one with errors, or to include an
omitted one, must submit the unofficial PDF copy as part of
another electronic submission containing an amendment to the
original submission. The amendment must include an explanatory
note that the purpose of the amendment was to add or replace an
unofficial PDF copy.[29] If the amendment was being filed to add
or resubmit an unofficial PDF copy of one or more exhibits, the
submission must include an exhibit document for each exhibit for
which an unofficial PDF copy was being submitted.[30]
Rule 104 provides that unofficial PDF copies are not
official filings.[31] The rule makes it clear that unofficial
PDF copies that are prospectuses retain prospectus liability
under Section 12 of the Securities Act.[32] The rule also makes
it clear that an unofficial PDF copy may contain graphic and
image material even though its ASCII (and, during the
implementation period, HTML) counterpart does not contain such
material.[33]
We will accept electronic submissions even if an unofficial
PDF copy is flawed and not accepted. In such a case, we will
accept the submission but not the PDF document.[34] Otherwise,
filers would risk having a late time-sensitive filing because of
a problem with the unofficial PDF copy.
New Rule 105 -- Limitation on Use of HTML Documents and
Unofficial PDF Copies; Use of Hypertext Links. Filers may not
submit Form N-SAR, Form 13F, or Financial Data Schedules as HTML
documents.[35] These documents have standard formats and tagging
designed for presentation in ASCII, and their current format
facilitates their downloading and use in other computer
applications.
Rule 105 prohibits electronic filers from including in HTML
documents hypertext links to sites or documents outside the HTML
document that is filed with us.[36] However, the rule allows
electronic filers to include hypertext links to different
sections within a single HTML document. Rule 105 provides that,
if an accepted filing includes external links in contravention of
this rule, we will not consider information contained in the
linked material to be part of the official filing for determining
compliance with reporting obligations. Such information will,
however, continue to be subject to the civil liability and
anti-fraud provisions of the federal securities laws.[37]
Some commenters expressed concerns that this rule would
represent our general position on liability for linked material,
including information that companies and broker-dealers put on
their own web sites. This rule, however, applies only to EDGAR
filings and is narrowly drawn to address the initial stages of
EDGAR modernization. We will further consider the status of
links in EDGAR filings if we propose to expand filers' ability to
use links to other documents or external sites after the HTML
implementation period.[38]
New Rule 106 -- Prohibition Against Electronic Submissions
Containing Executable Code. The modernized EDGAR system is
designed to minimize security risks. Accordingly, Rule 106[39]
prohibits any EDGAR submission containing executable code, either
in any official submission or any unofficial PDF copy, at any
time, either during the HTML implementation period or
subsequently.[40] Executable code includes, but is not limited
to, disruptive code.[41] This requirement is necessary to
protect the integrity of the EDGAR system and database, by
reducing the possibility of unauthorized access to sensitive
information, and to reduce the possibility of introducing viruses
or other destructive applications into the EDGAR system (and to
any disseminator receiving data from the EDGAR system).
We will, in general, suspend any attempted submission that
our staff determines contains executable code.[42] The EDGAR
system is programmed to detect and prohibit acceptance of such
code during acceptance processing. If a submission is accepted,
and our staff later determines that the accepted submission
contains executable code, our staff may delete any document
contained in the electronic submission from the EDGAR system and
direct the electronic filer to resubmit electronically
replacement documents for all or selected documents deleted from
the submission. We are aware that suspending acceptance of a
filing, or deleting it from the EDGAR database, could have
significant consequences to the filer, such as causing a filing
to miss its due date or preventing a time-sensitive filing from
moving forward. Nevertheless, we need to take whatever steps are
necessary to address potential security problems, and our staff
will work with filers to minimize any adverse consequences.
Rule 302 -- Signatures. Rule 302[43] currently provides
that signatures to or within electronic documents must be in
typed form. We are amending this rule to make it clear that this
provision relates only to required signatures to or within
electronic submissions.[44] We anticipate allowing signatures
that are not required to appear as script in HTML documents once
we permit graphic and image material.
Rule 304 -- Graphic, Image, Audio and Video Material. Rule
304[45] currently prohibits the inclusion of graphic, image, or
audio material in an EDGAR document. We are adding the word
"video" to the rule to make it clear that that information also
is prohibited.[46] Rule 304 applies only to official filings,
not to unofficial PDF copies, which may contain graphic and image
material (but not animated graphics, audio or video
material).[47]
Rule 305 -- Number of Characters per Line; Tabular and
Columnar Information. Currently, Rule 305[48] limits the number
of characters per line. We are adding paragraph (b) to the rule
to provide that the limitations of paragraph (a)[49] do not apply
to HTML documents.[50]
Rule 306 -- Foreign Language Documents and Symbols. Rule
306[51] provides that foreign currency denominations be expressed
in words or letters in the English language rather than
representative symbols. We are amending Rule 306 to allow HTML
documents to include the representative foreign currency symbols
specified in the EDGAR Filer Manual and to provide that the
limitations would not apply to documents which are unofficial PDF
copies.
Rules 307 -- Bold-Face Type. Rule 307 provides that filers
should present required bold-face type as capital letters in
ASCII documents. We are amending Rule 307 to make it clear that
the provision does not apply to HTML documents because filers are
able to include bold-face type in HTML documents.
Rule 310 -- Marking Changed Material. Rule 310[52]
provides that the requirement for marking changed materials is
satisfied by inserting the tag <R> before and the tag </R>
following a paragraph containing changed material. We are
retaining this redlining convention and extending it to HTML
documents.[53] Further, we are allowing filers to mark changed
material in HTML documents within paragraphs, as well.[54]
B. Other Rule Amendment in Connection with EDGAR
Modernization
Paragraph (k)(2)(ii) of Rule 497[55] requires investment
company filers to submit additional copies of certain forms of
profiles in the primary form intended for distribution to
investors (e.g., paper or electronic media) or, if the profile is
distributed primarily on the Internet, to provide the electronic
address (URL) of the profile pages(s) in an exhibit to the
electronic filing. We are amending paragraph (k)(2)(ii) of Rule
497 to allow a filer to submit with its electronically filed
definitive form of profile an unofficial PDF copy of the profile
instead.
C. Miscellaneous Amendments
We also are adopting several electronic filing rule
amendments that are not directly associated with EDGAR
modernization.
1. Amendments to Regulation S-T
Rule 10 -- Form ID. Rule 10[56] provides that filers must
file Form ID, the uniform application for access codes to file on
the EDGAR system, before they begin electronic filing. We are
amending Rule 10 to make it clear that filers must submit Form ID
in paper format.
Rule 101(a) -- Mandated Electronic Submissions and
Exceptions. The note to paragraph (a)(1)(iii) of Rule 101
instructs filers filing Schedules 13D and 13G with respect to
foreign private issuers to file in paper because one of the
required data elements -- the IRS tax identification number -- is
not available for foreign issuers. However, a paper filing is no
longer necessary. The staff advises these filers to include in
the EDGAR submission header all zeroes (i.e., 00-0000000) for the
IRS tax identification number, so that they may file
electronically. We are amending the note to this rule to
formalize the existing practice and permit electronic filing.
Rules 101(b), 102(e), and 303 -- Permitted Electronic
Submissions; Exhibits; and Incorporation by Reference.
Currently, electronic filers may submit exhibits to Forms
N-SAR, other than the Financial Data Schedule, either
electronically or in paper.[57] We have allowed filers to submit
these exhibits in paper because, during phase-in to electronic
filing, registrants could file their Forms N-SAR electronically
on a voluntary basis in advance of their phase-in date, at a time
when they were not able to make any other electronic filings.
With the completion of phase-in, we are now requiring that filers
submit all Form N-SAR exhibits electronically.[58]
Because phase-in has been completed, we also are removing
the references to phase-in for registered investment companies
and business development companies.
2. Other Rule Amendments
Item 22(a)(4) of Schedule 14A and Forms N-1, N-1A, N-2, N-3,
N-4, N-5, and S-6 -- Financial Data Schedules. We are revising
provisions concerning Financial Data Schedules (Schedules)
submitted by registered investment companies and business
development companies. We believe that electronic filers that
are registered investment companies will provide us with
sufficient financial information in Schedule form by filing their
Schedules with their Forms N-SAR.[59] Therefore, we are removing
the requirement for registered investment companies to submit
Schedules with other forms and filings.[60] Business development
companies will continue to submit Schedules with their Form 10-K
filings; face amount certificate companies and other investment
companies filing on forms not unique to investment companies will
continue to submit Schedules with the relevant forms.[61]
Investment Company Act Rules 8b-23 and 8b-32 --
Incorporation by Reference; Incorporation of Exhibits by
Reference. We are making minor revisions to Rules 8b-23 and 8b-
32[62] to remove the reference to Regulation S-T Rule 102. This
reference is no longer relevant following completion of phase-in
by investment company registrants.
III. COST-BENEFIT ANALYSIS
Our determination in 1984 to disseminate our EDGAR database
to the public marked a milestone in public access to timely
information relating to the nation's securities markets. Since
that time, technology has evolved rapidly. The rules we adopt
today reflect this reality. They represent the first stage of
our modernization program, which will more closely align our
technology to industry standards and maintain the effectiveness
of this important resource.
EDGAR modernization will ultimately result in significant
benefits to the securities markets, investors, and other members
of the public, by increasing the accessibility of the information
that is filed and made available through the EDGAR system.
Investors will benefit from EDGAR modernization because they will
receive documents that communicate more effectively. For
example, the on-line presentation of documents formatted in HTML
(unlike in ASCII) better accommodates the sort of indentation,
spacing, bullet points, and highlighting that we encourage in our
plain English guidance. Acceptance of unofficial documents in
PDF format should allow even greater preservation of the original
presentation of the document. We are aware that the process of
converting a document to an ASCII format can result in a document
that is difficult to read. Allowing the voluntary filing of HTML
documents is an important first step in the transition to a
broader use of HTML in filings.
Companies that make public filings will benefit from having
the option to file HTML documents and to submit unofficial PDF
copies because their HTML and PDF documents will communicate more
effectively with shareholders and be more attractive for
marketing and other purposes. As investors find that they can
more effectively obtain the information they seek from the EDGAR
system, filers should get fewer requests for paper copies of
filings. Some filers that prepare documents in HTML for purposes
of offerings or of company web site postings may find it less
burdensome to convert documents into the version of HTML provided
for in the rules than to convert them into ASCII.
At the same time, we recognize that the full transition to
HTML formatting will impose some hardware, software, and staffing
costs associated with the modernization of computer systems to
industry standards. At this stage, issuers need not incur any
immediate costs because filing in HTML is voluntary. Some
issuers may use filing agents, such as financial printers, if
they wish to submit HTML documents without incurring the system
costs themselves. Filing agents that are not HTML-ready may
incur some immediate additional costs to meet any customer demand
for this service. Disseminators of EDGAR information will face
some transitional costs as they revise their software and expand
their storage capacity to accommodate HTML and PDF documents.[63]
The volume of HTML and PDF documents is likely to be limited at
first, allowing such disseminators of EDGAR information time to
scale up their operations over time. As technology continues to
evolve, we believe these transition costs will be outweighed by
longer-term benefits. We do not have the data to quantify the
costs or benefits of these amendments. We requested comment on
the costs and benefits but received no data.
We are providing a month-long test period during which
filers may submit test filings which include documents in HTML
and PDF format. This test period should provide disseminators
with sufficient time to assure completion of system changes to
accommodate acceptance of HTML and PDF documents. During the
test period, our rules will still require that filers submit live
filings entirely in ASCII. Therefore, the operations of the
disseminators should not be disrupted during the test period.
The test period also will provide filers the opportunity to test
the EDGAR system's new features. We considered a further delay
in the implementation of the rules we adopted today. However, in
balancing the interests of all the affected groups, we no not
believe that further delay is warranted.
The rules we adopt today impose no costs related to
substantive disclosure because the new EDGAR rules do not
substantively change the information and disclosure we currently
require. Rather, the rules merely modify and supplement current
rules to reflect the expanded filing formats and modes of
presentation through which filers may submit information to us
electronically.
IV. ANALYSIS OF BURDENS ON COMPETITION, CAPITAL FORMATION AND
EFFICIENCY
Section 23(a)(2) of the Exchange Act requires us, in
adopting rules under the Exchange Act, to consider the anti-
competitive effects of any rules that we adopt thereunder.
Furthermore, Section 2(b) of the Securities Act,[64] Section 3(f)
of the Exchange Act,[65] and Section 2(c)[66] of the Investment
Company Act require us, when engaging in rulemaking, and
considering or determining whether an action is necessary or
appropriate in the public interest, to consider whether the
action will promote efficiency, competition, and capital
formation. In compliance with our responsibilities under these
sections, we requested comment on whether the proposals, if
adopted, would promote efficiency, competition, and capital
formation. We encouraged commenters to provide empirical data or
other facts to support their views. We received no comments in
response to the above request.
In compliance with our responsibilities under the previously
mentioned provisions, we considered whether the amendments would
promote efficiency, competition and capital formation. Although
filing agents and information disseminators may be disparately
affected depending on their technical readiness and programming
formats, we believe that the new rules and amendments will not
impose any burden on competition not necessary or appropriate in
the furtherance of the purposes of the securities laws.
We believe that the new rules and amendments will not have
any adverse effect on capital formation. We believe the
amendments will promote efficiency by giving investors
information in a more readable format and by more closely
aligning our technical standards to the industry's. The new
rules and amendments apply equally to all entities currently
required to file on EDGAR. Because the proposed rules and
amendments are designed in part to permit filers to provide
information in a format that will be more useful to investors,
the amendments are appropriate in the public interest and for the
protection of investors.
V. SUMMARY OF REGULATORY FLEXIBILITY ACT CERTIFICATION
Our Chairman has certified, under Section 605(b) of the
Regulatory Flexibility Act, 5 U.S.C. 605(b), that the new rules
and rule amendments in this release would not have a significant
economic impact on a substantial number of small entities. The
certification, documenting the factual basis therefor, was
attached to the proposing release as Appendix B. We received no
comments on the certification.
VI. PAPERWORK REDUCTION ACT
The new rules and amendments do not come within the scope of
the Paperwork Reduction Act of 1995[67] because the new rules and
amendments do not create a new collection of information.[68]
VII. STATUTORY BASIS
We are adopting the new rules and rule amendments outlined
above under Sections 6, 7, 8, 10 and 19(a) of the Securities Act,
Sections 3, 12, 13, 14, 15(d), 23(a) and 35A of the Exchange Act,
Sections 3, 5, 6, 7, 10, 12, 13, 14, 17 and 20 of the Public
Utility Act, [69] Section 319 of the Trust Indenture Act of 1939,
[70] and Sections 8, 30, 31 and 38 of the Investment Company.[71]
List of Subjects
17 CFR Parts 230 and 270
Confidential business information, Investment companies,
Reporting and recordkeeping requirements, Securities.
17 CFR Part 232
Administrative practice and procedure, Confidential business
information, Reporting and recordkeeping requirements,
Securities.
17 CFR Part 239
Reporting and recordkeeping requirements, Securities.
17 CFR Part 240
Confidential business information, Reporting and
recordkeeping requirements, Securities.
17 CFR Part 274
Investment companies, Reporting and recordkeeping
requirements, Securities.
TEXT OF THE AMENDMENTS
In accordance with the foregoing, Title 17, Chapter II of
the Code of Federal Regulations is amended as follows:
PART 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF
1933
1. The authority citation for Part 230 continues to read
in part as follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s,
77sss, 78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8,
80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless otherwise
noted.
* * * * *
2. By amending §230.485 by removing paragraph (f)(2)
before the Note and redesignating paragraph (f)(1) as paragraph
(f).
3. By amending §230.486 by removing paragraph (f)(2)
before the Note and redesignating paragraph (f)(1) as paragraph
(f).
4. By amending §230.487 by removing paragraph (d)(2) and
redesignating paragraph (d)(1) as paragraph (d).
5. By amending §230.495 by removing paragraph (e)(2) and
redesignating paragraph (e)(1) as paragraph (e).
6. By amending §230.497 by adding a sentence before the
last sentence in paragraph (k)(2)(ii) to read as follows:
§230.497 Filing of investment company prospectuses -- number of
copies.
(a) * * *
* * * * *
(k)(1) * * *
(2) Filing procedures. (i) * * *
(ii) * * * Filers may fulfill the requirements of this
paragraph by submitting with their definitive form of profile
filed electronically under paragraph (k)(1)(ii) of this section
an unofficial PDF copy of the profile in accordance with §232.104
of this chapter. * * *
PART 232 -- REGULATION S-T -- GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
7. 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.
8. By amending §232.10 by revising paragraph (b) before
the Note to read as follows:
§ 232.10 Application of part 232.
* * * * *
(b) Each registrant, third party, or agent must file in
paper format a Form ID (§§ 239.63, 249.446, 259.602, 269.7 and
274.402 of this chapter), the uniform application for access
codes to file on EDGAR, before beginning to file electronically.
* * * * *
9. By amending §232.11 by removing all paragraph
designations; revising the definition of "electronic filing," and
adding the definitions of "animated graphics," "ASCII document,"
"disruptive code," "electronic document," "electronic filing,"
"executable code," "HTML document," "hypertext links" or
"hyperlinks," and "unofficial PDF copy" in alphabetical order to
read as follows:
§ 232.11 Definition of terms used in part 232.
* * * * *
Animated graphics. The term animated graphics means text or
images that do not remain static but that may move when viewed in
a browser.
ASCII document. The term ASCII document means an electronic
text document with contents limited to American Standard Code for
Information Interchange (ASCII) characters and that is tagged
with Standard Generalized Mark Up Language (SGML) tags in the
format required for ASCII/SGML documents by the EDGAR Filer
Manual.
* * * * *
Disruptive code. The term disruptive code means any active
content or other executable code, or any program or set of
electronic computer instructions inserted into a computer,
operating system, or program that replicates itself or that
actually or potentially modifies or in any way alters, damages,
destroys or disrupts the file content or the operation of any
computer, computer file, computer database, computer system,
computer network or software, and as otherwise set forth in the
EDGAR Filer Manual.
* * * * *
Electronic document. The term electronic document means the
portion of an electronic submission separately tagged as an
individual document in the format required by the EDGAR Filer
Manual.
* * * * *
Electronic filing. The term electronic filing means one or
more electronic documents filed under the federal securities laws
that are transmitted or delivered to the Commission in electronic
format.
* * * * *
Executable code. The term executable code means
instructions to a computer to carry out operations that use
features beyond the viewer's, reader's, or Internet browser's
native ability to interpret and display HTML, PDF, and static
graphic files. Such code may be in binary (machine language) or
in script form. Executable code includes disruptive code.
HTML document. The term HTML document means an electronic
text document tagged with HyperText Markup Language tags in the
format required by the EDGAR Filer Manual.
* * * * *
Hypertext links or hyperlinks. The term hypertext links or
hyperlinks means the representation of an Internet address in a
form that an Internet browser application can recognize as an
Internet address.
* * * * *
Unofficial PDF copy. The term unofficial PDF copy means an
optional copy of an electronic document that may be included in
an EDGAR submission tagged as a Portable Document Format document
in the format required by the EDGAR Filer Manual and submitted in
accordance with Rule 104 of Regulation S-T (§ 232.104).
10. By amending §232.101 by revising the note to paragraph
(a)(1)(iii) and by removing paragraph (b)(7) to read as follows:
§232.101 Mandated electronic submissions and exceptions.
(a) Mandated electronic submissions. (1) * * *
(iii) * * *
Note to paragraph (a)(1)(iii). Electronic filers filing
Schedules 13D and 13G with respect to foreign private issuers
should include in the submission header all zeroes (i.e.,
00-0000000) for the IRS tax identification number because the
EDGAR system requires an IRS number tag to be inserted for the
subject company as a prerequisite to acceptance of the filing.
* * * * *
11. By amending §232.102 by revising paragraph (e) to read
as follows:
§232.102 Exhibits.
(a) * * *
* * * * *
(e) Notwithstanding the provisions of paragraphs (a)
through (d) of this section, any incorporation by reference by a
registered investment company or a business development company
must relate only to documents that have been filed in electronic
format, unless the document has been filed in paper under a
hardship exemption (§ 232.201 or 232.202) and any required
confirming copy has been submitted.
* * * * *
12. By adding §§232.104, 232.105 and 232.106 to read as
follows:
§ 232.104 Unofficial PDF copies included in an electronic
submission.
(a) An electronic submission may include one unofficial PDF
copy of each electronic document contained within that
submission, tagged in the format required by the EDGAR Filer
Manual.
(b) Except as provided in paragraph (c) of this section,
each unofficial PDF copy must be substantively equivalent to its
associated electronic document contained in the electronic
submission. An unofficial PDF copy may contain graphic and image
material (but not animated graphics, or audio or video material),
notwithstanding the fact that its HTML or ASCII document
counterpart may not contain such material but must contain a fair
and accurate narrative description or tabular representation of
any omitted graphic or image material.
(c) If a filer omits an unofficial PDF copy from, or
submits one or more flawed unofficial PDF copies in, the
electronic submission of an official filing, the filer may add or
resubmit an unofficial PDF copy by electronically submitting an
amendment to the filing to which it relates. The amendment must
include an explanatory note that the purpose of the amendment is
to add or to correct an unofficial PDF copy.
(1) If such an amendment is filed, the official amendment
may consist solely of the cover page (or first page of the
document), the explanatory note, and the signature page and
exhibit index (where appropriate). The corresponding unofficial
copy must include the complete text of the official filing
document for which the amendment is being submitted.
(2) If the amendment is being filed to add or resubmit an
unofficial PDF copy of one or more exhibits, the submission may
consist of the following: the official filing -- consisting of
the cover page (or first page of the document), the explanatory
note, the signature page (where appropriate), the exhibit index,
and a separate electronic exhibit document for each exhibit for
which an unofficial PDF copy is being submitted -- and the
corresponding unofficial PDF copy of each exhibit document.
However, the text of the official exhibit document need not
repeat the text of the exhibit; that document may contain only
the following legend: RESUBMITTED TO ADD/REPLACE UNOFFICIAL PDF
COPY OF EXHIBIT.
(d) An unofficial PDF copy is not filed for purposes of
section 11 of the Securities Act (15 U.S.C. 77k), section 18 of
the Exchange Act (15 U.S.C. 78r), section 16 of the Public
Utility Act (15 U.S.C. 79p), section 323 of the Trust Indenture
Act (15 U.S.C. 77www), or section 34(b) of the Investment Company
Act (15 U.S.C. 80a-33(b)), or otherwise subject to the
liabilities of such sections, and is not part of any registration
statement to which it relates. An unofficial PDF copy is,
however, subject to all other civil liability and anti-fraud
provisions of the above Acts or other laws.
(e) Unofficial PDF copies that are prospectuses are subject
to liability under Section 12 of the Securities Act (15 U.S.C.
77l).
§ 232.105 Limitation on use of HTML documents and hypertext
Links.
(a) Electronic filers must submit the following documents
in ASCII: Form N-SAR (§274.101 of this chapter), Form 13F
(§249.325 of this chapter), and Financial Data Schedules
submitted in accordance with Item 601(c) of Regulation S-K
(§229.601(c) of this chapter), Item 601(c) of Regulation S-B
(§228.601(c) of this chapter), or Rule 483(e) (§230.483(e) of
this chapter). Notwithstanding the foregoing provision,
electronic filers may submit exhibits to Form N-SAR in HTML,
except for Financial Data Schedules, which filers must submit in
ASCII.
(b) Electronic filers may not include in any HTML document
hypertext links to sites, locations, or documents outside the
HTML document, including links to exhibit documents. Electronic
filers may include within an HTML document hypertext links to
different sections within that single HTML document.
(c) If, notwithstanding paragraph (b) of this section,
electronic filers include hypertext links to external sites
within a submission, information contained in such links will not
be considered part of the official filing for determining
compliance with reporting obligations; however, this information
is subject to the civil liability and anti-fraud provisions of
the federal securities laws.
§ 232.106 Prohibition against electronic submissions containing
executable code.
(a) Electronic submissions must not contain executable code.
Attempted submissions identified as containing executable code
will be suspended, unless the executable code is contained only
in one or more PDF documents, in which case the submission will
be accepted but the PDF document(s) containing executable code
will be deleted and not disseminated.
(b) If an electronic submission has been accepted, and the
Commission staff later determines that the accepted submission
contains executable code, the staff may delete from the EDGAR
system the entire accepted electronic submission or any document
contained in the accepted electronic submission. The Commission
staff may direct the electronic filer to resubmit electronically
replacement document(s) or a replacement submission in its
entirety, in compliance with this provision and the EDGAR Filer
Manual.
Note to §232.106: A violation of this section or the
relevant EDGAR Filer Manual section also may be a violation of
the Computer Fraud and Abuse Act of 1986, as amended, and other
statutes and laws.
16. By amending §232.302 by revising paragraph (a) to read
as follows:
§ 232.302 Signatures.
(a) Required signatures to or within any electronic
submission must be in typed form rather than manual format. When
used in connection with an electronic filing, the term
"signature" means an electronic entry in the form of a magnetic
impulse or other form of computer data compilation of any letter
or series of letters or characters comprising a name, executed,
adopted or authorized as a signature. Signatures are not
required in unofficial PDF copies submitted in accordance with
Rule 104 of Regulation S-T (§ 232.104).
* * * * *
17. By amending §232.303 by revising paragraph (a)(3) to
read as follows:
§ 232.303 Incorporation by reference.
(a) * * *
(3) For a registered investment company or a business
development company, documents that have not been filed in
electronic format, unless the document has been filed in paper
under a hardship exemption (§ 232.201 or 232.202 of this chapter)
and any required confirming copy has been submitted.
* * * * *
18. By amending §232.304 by revising the section heading,
paragraphs (a) and (b) and the first sentence of paragraph (c) to
read as follows:
§ 232.304 Graphic, image, audio and video material.
(a) If a filer includes graphic, image, audio or video
material in a document delivered to investors and others that may
not, in accordance with the requirements of the EDGAR Filer
Manual, be reproduced in an electronic filing, the electronically
filed version of that document must include a fair and accurate
narrative description, tabular representation or transcript of
the omitted material. Such descriptions, representations or
transcripts may be included in the text of the electronic filing
at the point where the graphic, image, audio or video material is
presented in the delivered version, or they may be listed in an
appendix to the electronic filing. Immaterial differences
between the delivered and electronically filed versions, such as
pagination, color, type size or style, or corporate logo need not
be described.
(b)(1) The graphic, image, audio and video material in the
version of a document delivered to investors and others is deemed
part of the electronic filing and subject to the civil liability
and anti-fraud provisions of the federal securities laws.
(2) Narrative descriptions, tabular representations or
transcripts of graphic, image, audio and video material included
in an electronic filing or appendix thereto also are deemed part
of the filing. However, to the extent such descriptions,
representations or transcripts represent a good faith effort to
fairly and accurately describe omitted graphic, image, audio or
video material, they are not subject to the civil liability and
anti-fraud provisions of the federal securities laws.
(c) An electronic filer must retain for a period of five
years a copy of each publicly distributed document, in the format
used, that contains graphic, image, audio or video material where
such material is not included in the version filed with the
Commission. * * *
* * * * *
19. By amending §232.305 by designating the existing text
as paragraph (a) and adding paragraph (b) to read as follows:
§ 232.305 Number of characters per line; tabular and columnar
information.
(a) * * *
(b) Paragraph (a) of this section does not apply to HTML
documents.
20. By amending §232.306 by revising paragraph (b) to read
as follows:
§ 232.306 Foreign language documents and symbols.
(a) * * *
(b) Foreign currency denominations must be expressed in
words or letters in the English language rather than
representative symbols, except that HTML documents may include
any representative foreign currency symbols that the EDGAR Filer
Manual specifies. The limitations of this paragraph do not apply
to unofficial PDF copies submitted in accordance with Rule 104 of
Regulation S-T (§ 232.104).
21. By amending §232.307 by designating the existing
language as paragraph (a) and by adding paragraph (b) to read as
follows:
§ 232.307 Bold-Face Type.
(a) * * *
(b) Paragraph (a) of this section does not apply to HTML
documents.
22. By revising §232.310 to read as follows:
§ 232.310 Marking Changed Material.
Provisions requiring the marking of changed materials are
satisfied in ASCII and HTML documents by inserting the tag <R>
before and the tag </R> following a paragraph containing changed
material. HTML documents may be marked to show changed materials
within paragraphs. Financial statements and notes thereto need
not be marked for changed material.
PART 239 -- FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
23. The authority citation for Part 239 continues to read
in part as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2,77sss,
78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f,
79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-29, 80a-30
and 80a-37, unless otherwise noted.
24. By amending Form S-6 (referenced in §239.16) by
removing Instruction 5 of Instructions as to Exhibits.
Note -- The text of Form S-6 and the amendments will not
appear in the Code of Federal Regulations.
PART 240 -- GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE
ACT OF 1934
24. The authority citation for Part 240 continues to read
in part as follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee,
77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k,
78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x,
78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4
and 80b-11, unless otherwise noted.
* * * * *
25. By amending §240.14a-101 by removing paragraph (a)(4)
of Item 22.
PART 270 -- RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF
1940
26. The authority citation for Part 270 continues to read
in part as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-
39 unless otherwise noted:
* * * * *
27. By amending §270.8b-23 by revising paragraph (a) to
read as follows:
§270.8b-23 Incorporation by reference.
(a) Any registrant may incorporate by reference, in answer
or partial answer to any item of a registration statement or
report, any information contained elsewhere in the statement or
report or any information contained in any other statement,
report or prospectus filed with the Commission under any Act
administered by it, so long as a copy of the other statement,
report or prospectus is filed with each copy of the registration
statement or report in which it is incorporated by reference. In
the case of a registration statement, report, or prospectus filed
in electronic format, the registrant need not file a copy of the
document incorporated by reference if that document also was
filed in electronic format. A registrant may incorporate by
reference matter contained in an exhibit, however, only to the
extent permitted by §§270.8b-24 and 270.8b-32. A registrant may
not incorporate by reference a Financial Data Schedule.
* * * * *
28. By amending §270.8b-32 by revising paragraph (c) to
read as follows:
§270.8b-32 Incorporation of exhibits by reference.
* * * * *
(c) Electronic filings.
(1) A registrant may incorporate by reference into a
registration statement or report required to be filed
electronically only exhibits that have been filed in electronic
format, unless the exhibit has been filed in paper under a
hardship exemption (§ 232.201 or 232.202 of this chapter) and any
required confirming copy has been submitted.
(2) Notwithstanding paragraph (c)(1) of this section, a
registrant may not incorporate by reference a Financial Data
Schedule.
PART 274 -- FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT
OF 1940
29. The authority citation for Part 274 continues to read
as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l,
78m, 78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise
noted.
30. By amending Form N-SAR (referenced in §274.101) by
revising General Instruction F to read as follows:
Note -- The text of Form N-SAR and the amendments will not
appear in the Code of Federal Regulations.
Instructions and Form
FORM N-SAR
SEMI-ANNUAL REPORT
FOR REGISTERED INVESTMENT COMPANIES
* * * * *
GENERAL INSTRUCTIONS
* * * * *
F. Filings on EDGAR.
(1) Attention is directed to Sub-Item 77Q1 (Exhibits) for
certain items of financial information that are required
(Financial Data Schedule).
(2) Management investment companies must file Form N-SAR
electronically by direct electronic transmission only, and in
accordance with the EDGAR Filer Manual. Filing of the form on
magnetic tapes or diskettes is not permitted.
* * * * *
PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
PART 274 -- FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT
OF 1940
Note -- The text of Forms N-2, N-1, N-1A, N-3, N-4 and N-5
and the amendments will not appear in the Code of Federal
Regulations.
31. By amending Form N-2 (referenced in §§239.14 and
274.11a-1) by removing General Instruction I and redesignating
General Instruction J as General Instruction I and removing
paragraph 2.r of Item 24 of Part C.
32. By amending Form N-1 (referenced in §§239.15 and
274.11) by removing General Instruction H and paragraph (b)(16)
to Item 1 of Part II.
33. By amending Form N-1A (referenced in §§239.15A and
274.11A) by removing paragraph (n) of Item 23 and by
redesignating paragraph (o) of Item 23 as paragraph (n).
34. By amending Form N-3 (referenced in §§239.17a and
274.11b) by removing General Instruction J and paragraph (b)(17)
to Item 28 of Part C.
35. By amending Form N-4 (referenced in §§239.17b and
274.11c) by removing General Instruction J and paragraph (b)(14)
to Item 24 of Part C.
36. By amending Form N-5 (referenced in §§239.24 and 274.5)
by removing General Instruction H and Instruction 13 to
Instructions as to Exhibits.
By the Commission.
Jonathan G. Katz
Secretary
Dated: May 17, 1999
**FOOTNOTES**
[1]:17 CFR 230.485, 230.486, 230.487, 230.495, and 230.497.
[2]:17 CFR 239.16.
[3]:15 U.S.C. 77a, et seq.
[4]:17 CFR 232.10, 232.11, 232.101, 232.102, 232.302,
232.303, 232.304, 232.305, 232.306, 232.307, and 232.310.
[5]:17 CFR 240.101.
[6]:15 U.S.C. 78a, et seq.
[7]:17 CFR 270.8b-23 and 8b-32.
[8]:17 CFR 274.101.
[9]:15 U.S.C. 80a-1, et seq.
[10]:17 CFR 239.15 and 274.11, 17 CFR 239.15A and 274.11A, 17
CFR 239.14 and 274.11a-1, 17 CFR 239.17a and 274.11b, 17 CFR
239.17b and 274.11c, 17 CFR 239.24 and 274.5.
[11]:15 U.S.C. 79a, et seq.
[12]:15 U.S.C. 77sss, et seq.
[13]:Rulemaking for EDGAR System, Release Nos. 33-7653;
34-41150; IC-23735 (Mar. 10, 1999) [64 FR 12908] (the
proposing release).
[14]:In the proposing release, we also described further
changes to the system that we plan to make after the HTML
implementation period. We will propose corresponding
rule changes closer to that time.
[15]:You may read and copy comment letters in our Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549 in File No. S-7-9-99. You also may read the
comment letters that were submitted electronically on our
web site (http://www.sec.gov).
[16]:As we stated in the proposing release, the modernized
EDGAR system is designed to be Year 2000 compliant.
During the summer of 1999, we will turn the dates forward
on the EDGAR system at specified times to give filers an
opportunity to submit test filings so they can assure
themselves that the Commission-owned and -operated EDGAR
components will operate after January 1, 2000. We will
issue an announcement with the details shortly. The
announcement will be posted on our web site. We advise
filers to have their own operating environments certified
to be Year 2000 compliant.
[17]:We also have revised the EDGAR Filer Manual. See
Release No. 33-7685 (May 17, 1999). The EDGAR Filer
Manual sets forth the technical formatting requirements
governing the preparation and submission of electronic
filings through the EDGAR system. Filers must comply
with the provisions of the Filer Manual to assure timely
acceptance and processing of electronic filings. See
Rule 301 of Regulation S-T [17 CFR 232.301].
[18]:See footnote 35 and accompanying text for submissions that
we will keep in ASCII format.
[19]:For example, if a filing consists of a registration
statement plus five exhibits, there are six electronic
documents for EDGAR purposes. Generally, the filer can
submit all of these as HTML documents, all as ASCII
documents, or some as HTML and some as ASCII documents. The
filer also has the option to accompany any or all of the six
documents with an unofficial PDF copy. But the rules do not
permit a filer to submit a single unofficial PDF copy
including the registration statement and exhibits; each PDF
document should reflect only one ASCII or HTML document. The
rules prohibit filers from including more PDF documents than
the total number of HTML and ASCII documents combined.
[20]:Substantively equivalent documents are the same in all
respects except for the formatting and inclusion of
graphics (instead of the narrative and/or tabular
description of the graphics). For documents to be
substantively equivalent, the text of the two documents
must be identical.
[21]:Filers should continue to provide a fair and
accurate description of the differences between a version
including graphic or image material and the filed version, as
required by Rule 304 of Regulations S-T [17 CFR 232.304].
[22]:For example, companies might wish to include a
prospectus table of contents containing links to the various
sections of the prospectus.
[23]:It is the staff's position that such an inactive textual
reference will not be deemed to incorporate the material
by reference into the filing. See ITT Corp. (Dec. 6,
1996) and Baltimore Gas & Electric Co. (Jan. 6, 1997).
[24]:The permissible tag set does not include proprietary
extensions that are not supported by all browsers.
[25]:See note 40 and accompanying text.
[26]:17 CFR 232.11.
[27]:Rule 104(a) [17 CFR 232.104(a)]. We also are
permitting the filer to submit an unofficial PDF copy of
correspondence or a cover letter document.
[28]:See note 20 and accompanying text.
[29]:The amendment may consist solely of the cover page
(or the first page of the document), the explanatory note,
and the signature page and exhibit index (where appropriate),
and the corresponding unofficial PDF copy may include the
complete text of the official filing for which the amendment
was being submitted.
[30]:The amendment may consist of the cover page (or first
page of the document), the explanatory note, the signature
page (where appropriate), the exhibit index, a separate
electronic document for each exhibit for which an unofficial
PDF copy is being submitted, and the corresponding unofficial
PDF copy of each exhibit document. However, the text of the
official exhibit document(s) could contain only the following
legend: RESUBMITTED TO ADD/REPLACE UNOFFICIAL PDF COPY OF
EXHIBIT.
[31]:Rule 104(d) [17 CFR 232.104(d)].
[32]:Rule 104(e) [17 CFR 232.104(e)].
[33]:Rule 104(b) [17 CFR 232.104(b)].
[34]:See the discussion of Rule 106 [17 CFR 232.106]
below.
[35]:Rule 105(a) [17 CFR 232.105(a)]. We are allowing filers
the option of submitting all exhibits to Form N-SAR except
Financial Data Schedules as HTML documents.
[36]:Rule 105(b) [17 CFR 232.105(b)].
[37]:The rule provides that information contained in the
linked material is not part of the official filing for
reporting purposes in order to prevent a filing from
being considered complete when the entire content of the
filing is not available without reference to another
document. This provision should not, however, be viewed
as a statement that linked material is not considered to
be part of the filed document for other purposes.
[38]:We are considering giving more general public
guidance on a variety of issues arising from the use of
electronic media in contexts other than EDGAR, which
could include link liability issues. See note 327 in
"The Regulation of Securities Offerings," Securities Act
Release No. 7606A (Nov. 13, 1998)[63 FR 67174].
[39]:17 CFR 232.106.
[40]:Executable code is defined as instructions to a
computer to carry out operations that use features beyond
the ability of the viewer, reader, or Internet browser to
interpret and display HTML, PDF, and static graphic
files. Such code may be in binary (machine language) or
in script form. See the definition of executable code in
Rule 11 of Regulation S-T [17 CFR 232.11]. Thus,
scripting languages, such as JavaScript and similar
scripting languages, fall into this class of executable
code, as does Java, ActiveX, Postscript, and any other
programming language.
[41]:The term disruptive code means any active content or
other executable code, or any program or set of electronic
computer instructions inserted into a computer, operating
system, or program that replicates itself or that actually or
potentially modifies or in any way alters, damages, destroys
or disrupts the file content or the operation of any
computer, computer file, computer database, computer system,
computer network or software, or as otherwise set forth in
the EDGAR Filer Manual. A violation of Rule 106 or the
relevant provision of the EDGAR Filer Manual also may be a
violation of the Computer Fraud and Abuse Act of 1986, as
amended, and other statutes and laws.
[42]:If the executable code is contained only in one or more
PDF documents, we will accept the submission but not the PDF
document(s).
[43]:17 CFR 232.302.
[44]:We are keeping the rule that required signatures be
typed to ensure legibility of these signatures. We are not
requiring signatures in unofficial PDF copies.
[45]:17 CFR 232.304.
[46]:As part of a later rulemaking proposal, we
anticipate proposing to lift the prohibition on graphic
and image material (but not on audio or video material)
after the HTML implementation period.
[47]:See Rule 104 [17 CFR 232.104].
[48]:17 CFR 232.305.
[49]:I.e., the narrative portion of an electronic
document may not exceed certain character limitations per
line and other formatting restrictions.
[50]:Rule 305(b) [17 CFR 232.305(b)].
[51]:17 CFR 232.306.
[52]:17 CFR 232.310.
[53]:Filers should not redline PDF documents. While the
EDGAR system will remove the redlining tags from HTML
documents before they are publicly disseminated (just as is
currently the case with ASCII documents), the EDGAR system
will not remove the redlining tags from PDF documents.
Therefore, if a filer includes redlining tags in a PDF
document, the disseminated PDF document will contain
redlining tags.
[54]:We caution filers that, while evidence of redlining tags
in HTML documents will not be viewable in the browser, it
may be viewable in the HTML source code.
[55]:17 CFR 230.497(k)(2)(ii).
[56]:17 CFR 232.10.
[57]:See the former provisions of Rules 101(b)(7),
102(e)(2), and 303(a)(3)(ii) [17 CFR 101(b)(8), 102(e)(2),
and 202(a)(3)(ii)].
[58]:We are removing the last sentence of Instruction F(2) of
Form N-SAR [17 CFR 274.101], which allowed filers to submit
exhibits to the form in paper, and removing the exemption for
small business investment companies, which are now phased-in
to electronic filing. Finally, we are revising Instruction
F(1) to correctly reference Sub-Item 77Q1 (Exhibits).
[59]:Unit investment trusts are not required to submit the
Schedule with their N-SARs.
[60]:See revisions to Item 22(a)(4) of Schedule 14A [17 CFR
240.101]; and Forms N-1 [§§239.15 and 274.11], N-1A
[§§239.15A and 274.11A], N-2 [§§239.14 and 274.11a-1], N-3
[§§239.17a and 274.11b], N-4 [§§239.17b and 274.11c], N-5
[§§239.24 and 274.5], and S-6 [§239.16]. We also are
revising Rules 485, 486, 487, and 495 [17 CFR 230.485, 486,
487, and 495], which refer to Financial Data Schedule
requirements within registration statement forms.
The staff of the Division of Investment Management will not
object if investment companies do not include Financial Data
Schedules in filings under the above rule and forms submitted
before the effective date of the amendments.
[61]:See Rule 483(e)(2)(ii) [17 CFR 483(e)(2)(ii)].
[62]:17 CFR 270.8b-23 and 270.8b-32.
[63]:We continually attempt to reduce the costs of the EDGAR
system and to pass those costs along when possible. For
example, in November 1998, under the new EDGAR contract,
we were able to effect a cost savings with the
implementation of a new privatized dissemination system.
This resulted in our passing along a cost savings of
nearly $200,000 per year to disseminators when their
yearly subscription cost was reduced from $278,000 to
$79,686.
[64]:15 U.S.C. 77b(b).
[65]:15 U.S.C. 78c(f).
[66]:15 U.S.C. 80a-2(c).
[67]:44 U.S.C. 3501, et seq.
[68]:5 CFR 1320.5(g).
[69]:15 U.S.C. 79a, et seq.
[70]:15 U.S.C. 77aaa, et seq.
[71]:15 U.S.C. 80a-1, et seq.