December 24, 1996
TO: ACCOUNTING/TREASURERS COMMITTEE No. 51-96
SEC RULES COMMITTEE No. 137-96
RE: SEC PROPOSED AMENDMENTS TO EDGAR RULES
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The Securities and Exchange Commission recently published the attached release that
proposes a number of minor and technical rule amendments to its rules governing the submission
of filings through the EDGAR system.*
The following changes have been proposed concerning the electronic filing obligations of
investment companies. First, the rule amendments would clarify that filings by investment
companies under Sections 23(c), 24(e) and 24(f) of the Investment Company Act of 1940 must be
made electronically (Release at p. 65443). Second, the rule amendments would codify the SEC
staff’s current practice of encouraging investment company filers to submit their line graph
required by Item 5A of Form N1-A in tabular or chart format in their EDGAR filings (p. 65444).
Third, the amendments would specify that investment company filers are not subject to Rule
303(b) of Regulation S-T, which requires that any portion of an annual or quarterly report that is
incorporated by reference into an electronic filing be electronically filed as an exhibit to the
electronic filing (p. 65444).
The SEC has also proposed several rule amendments that may affect investment
companies as purchasers of securities, including proposals to eliminate the requirement that the
first electronic amendment to a paper-filed Schedule 13D or Schedule 13G restate the entire text
of the schedule (p. 65443) and the requirement that certain computational materials of issuers of
asset-backed securities be filed electronically (p. 65444).
Finally, the SEC seeks comment as to whether it may be appropriate to expand the
EDGAR system to require, or permit, electronic filing of any other documents currently excluded
from the system. The release provides three examples of such submissions: requests for
confidential treatment, no-action and interpretive requests and filings made in connection with
exempt offerings.
* Release No. IC-22374 (Dec. 5, 1996), 61 Fed. Reg. 65440 (Dec. 12, 1996).
Comments on the proposed rule amendments must be received by the SEC on or before
January 13, 1996. Please contact Greg Smith of the Institute’s Operations Department at 202/326-
5851 by Tuesday, January 7, 1996, if you have any comments that might be included in a
possible comment letter by the Institute.
Alexander C. Gavis
Assistant Counsel
Attachment