Rulemaking for EDGAR System; Mandatory Electronic Submission of Applications for

SECURITIES AND EXCHANGE COMMISSION       
17 CFR Parts 232 and 270 
[Release Nos. 33-8859; 34-56732;  IC-28042 File No. S7-25-07] 
RIN 3235-AJ81 
Rulemaking for EDGAR System; Mandatory Electronic Submission of Applications for 
Orders under the Investment Company Act and Filings Made Pursuant to Regulation E 
 
AGENCY:  Securities and Exchange Commission. 
ACTION:  Proposed rule. 
SUMMARY:  We propose several amendments to rules regarding our Electronic Data 
Gathering, Analysis, and Retrieval (EDGAR) system.  Specifically, we propose to amend our 
rules to make mandatory the electronic submission on EDGAR of applications for orders under 
any section of the Investment Company Act of 1940 (“Investment Company Act”) and 
Regulation E filings of small business investment companies and business development 
companies.  We also propose to amend the electronic filing rules to make the temporary hardship 
exemption unavailable for submission of applications under the Investment Company Act.  
Finally, we propose amendments to Rule 0-2 under the Investment Company Act that would 
eliminate the requirement that certain documents accompanying an application be notarized and 
the requirement that applicants submit a draft notice as an exhibit to an application.  
DATES:  Comments should be submitted on or before December 14, 2007. 
ADDRESSES:   Comments may be submitted by any of the following methods: 
Electronic comments
: 
• Use the Commission’s Internet comment form (http://www.sec.gov/rules/proposed); or  
• Send an e-mail to [email protected]
.  Please include File Number S7-25-07 on the 
subject line; or 

 
 
2
• Use the Federal eRulemaking Portal (http://www.regulations.gov).  Follow the 
instructions for submitting comments. 
Paper comments: 
• Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and 
Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.   
All submissions should refer to File Number S7-25-07.  This file number should be included on 
the subject line if e-mail is used.  To help us process and review your comments more efficiently, 
please use only one method.  The Commission will post all comments on the Commission’s 
Internet Web site (http://www.sec.gov/rules/proposed.shtml
).  Comments are also available for 
public inspection and copying in the Commission’s Public Reference Room, 100 F Street, NE, 
Washington, DC 20549, on official business days between the hours of 10:00 am and 3:00 pm.  
All comments received will be posted without change; we do not edit personal identifying 
information from submissions.  You should submit only information that you wish to make 
available publicly. 
FOR FURTHER INFORMATION CONTACT:  If you have questions about the proposed 
rules, please contact one of the following members of our staff in the Division of Investment 
Management, at the Securities and Exchange Commission, 100 F Street NE, Washington, DC  
20549-0506: in the Office of Legal and Disclosure, Ruth Armfield Sanders, Senior Special 
Counsel (EDGAR), at (202) 551-6989; in the Office of Investment Company Regulation, Nadya 
Roytblat, Assistant Director, at (202) 551-6821; or, in the Office of Insurance Products, Keith 
Carpenter, Senior Special Counsel, at (202) 551-6766; for technical questions relating to the 

 
 
3
ny Act.
2
 
                                                          
EDGAR system, in the Office of Information Technology, Richard D. Heroux,  EDGAR 
Program Manager, at (202) 551-8168. 
SUPPLEMENTARY INFORMATION: 
 The Securities and Exchange Commission (“Commission”) is proposing for comment  
amendments to Rules 101 and 201 of Regulation S-T
1
 relating to electronic filing on the 
EDGAR system and to Rule 0-2 under the Investment Compa
 I.  BACKGROUND 
 Recently, we initiated a series of amendments to keep EDGAR current technologically 
and to make it more useful to the investing public and Commission staff.  In April 2000, we 
adopted rule and form amendments in connection with the modernization of EDGAR.
3   
In the 
modernization proposing release, we noted that, as the use of electronic databases grows, it 
becomes increasingly important for members of the public to have electronic access to our 
filings.  We also stated that we were contemplating future rulemaking to bring more of our 
filings into the EDGAR system on a mandatory basis.  In May 2002, we adopted rules requiring 
foreign private issuers and foreign governments to file most of their documents electronically.
4
   
In May 2003, we adopted rules requiring electronic filing of beneficial ownership reports filed 
 
1
   17 CFR 232.101 and 232.201. 
 
2
  17 CFR 270.0-2.  
 
3
   See Rulemaking for EDGAR System, Release No. 33-7855 (Apr. 27, 2000) [65 FR 24788] (the 
modernization adopting release).  See
 also Release No. 33-7803 (Mar. 3, 2000) [65 FR 11507] 
(the modernization proposing release). 
 
4
   See Mandated EDGAR Filing for Foreign Issuers, Release No. 33-8099 (May 14, 2002) [67 FR 
36678]. 
 

 
 
4
                                                          
by officers, directors and principal security holders under Section 16(a) 
5
 of the Securities 
Exchange Act of 1934 (“Exchange Act”).
6
  In July 2005, we adopted rules requiring certain 
open-end management investment companies and insurance company separate accounts to 
identify in their EDGAR submissions information relating to their series and classes (or 
contracts, in the case of separate accounts) and mandating that fidelity bonds filed under Section 
17(g)
7
 and sales literature filed with us under Section 24(b)
8
 be made by electronic submission 
on the EDGAR system.
9
  In December 2006, we adopted amendments to the rules and forms 
under Section 7A of the Exchange Act requiring that the forms filed with respect to transfer 
agent registration, annual reporting, and withdrawal from registration be filed with the 
Commission electronically on EDGAR.
 10
    
Today, we propose to require that applicants submit electronically on the EDGAR system 
their applications for orders under any section of the Investment Company Act (“applications”).  
We make this proposal to facilitate the efficient submission of applications by applicants, to 
enable the public to access them more quickly and search them more easily, and to improve the 
Commission’s ability to track and process such applications.  We also propose to make revisions 
 
5
           15 U.S.C. 78p(a). 
 
6
   See Mandated EDGAR Filing and Web Site Posting for Forms 3, 4 and 5, Release No. 33-8230 
(May 7, 2003) [68 FR 25788] (the EDGAR Section 16 release). 
 
7
   15 U.S.C. 80a-17(g).  
  
8
   15 U.S.C. 80a-24(b). 
 
9
 See Rulemaking for EDGAR System, Release No. 33-8590 (July 18, 2005) [70 FR 43558 (July 
27, 2005)]. 
 
10
 See Electronic Filing of Transfer Agent Forms, Release No. 34-54864 (Dec. 4, 2006) [71 FR 
74698 (Dec. 12, 2006)]. 

 
 
5
                                                                                                                                                            
to Rule 0-2 and related amendments to Regulation S-T, our electronic filing rules.  In addition, 
we are proposing to add Regulation E filings to the list of those that must be filed electronically 
through EDGAR. 
 II.  PROPOSED MANDATORY ELECTRONIC SUBMISSION OF 
       INVESTMENT COMPANY APPLICATIONS 
 
The rules under Regulation S-T currently provide that submissions for exemptive relief 
under any section of the Investment Company Act shall not be made in electronic format.
11 
 The 
only applications under the Investment Company Act that are currently mandatory EDGAR  
submissions are applications for deregistration filed by investment companies.
12
   Applicants for 
orders under the Investment Company Act can include registered investment companies, 
affiliated persons of registered investment companies, and issuers seeking to avoid investment 
company status, among other entities.
13
  These applications are submitted in paper and currently 
are available only from the Commission’s public reference room or electronically from private 
services.  Private services usually charge fees for electronic copies of applications; also, there is 
a delay of about thirty days between the submission of applications to the Commission and their 
 
 
11
  Current Rule 101(a)(1)(iv) and (c)(11) of Regulation S-T [17 CFR 232.101(a)(1)(iv) and (c)(11)]. 
   
12
  These include applications and amendments submitted on Form N-8F [17 CFR 274.218] 
(EDGAR submission types N-8F and N-8F/A) and those submitted pursuant to Investment 
Company Act Rule 0-2 [17 CFR 270.0-2] (EDGAR submission types 40-8F-2 and 40-8F-2/A).  
See
 Release No. IC-23786 (Apr. 15, 1999) [76 19469 (Apr. 21, 1999]. 
 
13
  There are several sections of the Investment Company Act pursuant to which entities may make 
applications for relief.  For example, Section 6(c) [15 U.S.C. 80a-6(c)] provides the Commission 
with authority to exempt persons, securities or transactions from any provision of the Investment 
Company Act, or the regulations thereunder, if and to the extent that such exemption is in the 
public interest and consistent with the protection of investors and the purposes fairly intended by 
the policy and provisions of the Investment Company Act. 
 

 
 
6
                                                          
electronic availability from the private sources.   
We propose to amend certain provisions of Regulation S-T and Investment Company Act 
Rule 0-2
14
  to require electronic filing on EDGAR for the submission of applications pursuant to 
Rule 0-2 under the Investment Company Act.  We propose to amend Rule 101(a)(1)(iv) of 
Regulation S-T to include within its mandatory electronic provisions any application for an order 
under any section of the Investment Company Act.
15
   
Regulation S-T requires the electronic filing of any amendments and related 
correspondence and supplemental information pertaining to a document that is the subject of 
mandated EDGAR submission.
16
  These requirements would also apply to persons who submit 
applications.
17
 
 We make this proposal, in light of the primary goals of the EDGAR system, to facilitate 
the rapid dissemination of financial and business information in connection with filings, 
including filings by investment companies.  Requiring these applications to be submitted 
electronically would benefit members of the investing public and the financial community by 
making information contained in these filings readily available to them and more easily 
 
14
  Rule 0-2 is the Investment Company Act rule under which applications are submitted.   
 
15
  See proposed amendment to Rule 101(a)(1)(iv) under Regulation S-T.   Paragraph (11) of Rule 
101(c) currently provides that filings under Section 6(c) of the Investment Company Act, i.e., 
applications for orders, be submitted in paper format only. We also propose to remove and 
reserve this paragraph. 
 
16
  Regulation S-T Rule 101(a)(1) [17 CFR 232.101(a)(1)]. 
 
17
  See proposed amendments to paragraphs (a)(2) and (3) of  Rule 101 of Regulation S-T.  Related 
correspondence and supplemental information are not automatically disseminated publicly 
through the EDGAR system but are immediately available to the Commission staff.   
 

 
 
7
                                                          
searchable.
 18
    In this age of information, we believe that filings and applications made with the 
Commission are more valuable to investors if they are available in electronic form and that 
adding applications to the EDGAR database would provide a more complete picture for the 
investing public.  We believe that the proposals would benefit the public by making the EDGAR 
page of our Web site a more comprehensive resource for most information on file with us related 
to the operation of investment companies.  
 As with other entities that make submissions on EDGAR, applicants would be subject to 
the provisions of Regulation S-T
19
 and the EDGAR Filer Manual.  Regulation S-T includes 
detailed rules concerning mandatory and permissive electronic EDGAR submissions; it also 
makes clear that requests for confidential treatment must be made in paper format.
20
  The 
regulation also covers such matters as providing for the override of formatting requirements 
applicable to paper submissions.
21
  The EDGAR Filer Manual contains detailed technical 
specifications concerning EDGAR submissions.  The Manual also provides technical guidance 
concerning how to commence submissions on EDGAR  by submitting Form ID to obtain a  
 
18
  From time to time, an applicant may wish to submit an application for exemption under both the 
Investment Company Act and under the Investment Advisers Act [15 U.S.C. 80b-1 et seq.
].  We 
are not proposing to require that Investment Advisers Act submissions be made on EDGAR.  
Under our proposal, any document that is intended as an application for an order under both the 
Investment Company Act and the Investment Advisers Act would need to be submitted separately 
under each Act. 
 
19
  For a comprehensive discussion of Regulation S-T and electronic filing, see “Electronic Filing 
and the EDGAR System:  A Regulatory Overview,” available on the Commission’s Web site. 
 
20
  See Rule 101 of Regulation S-T [17 CFR 232.101]. 
 
21
  The paper formatting requirements continue to be applicable to paper submissions made pursuant 
to temporary and continuing hardship exemptions under Rules 201 and 202 of Regulation S-T [17 
CFR 232.201 and 202]. 
 

 
 
8
CIK
22
 and confidential access codes and how to maintain and update company data, e.g., how to 
change company names and contact information.
23
 
 One technical specification that the EDGAR Filer Manual includes is the electronic 
“submission type” for each submission made on EDGAR.  We expect that the EDGAR 
electronic submission types for applications would be designed to facilitate and expedite the 
review of these applications. 
 Currently, the applications submitted in paper typically reference the provisions of the 
Investment Company Act and of the rules and regulations under which the application is made.
 24
 
 Based on this information, our  filer support staff assign a paper “submission type” for our 
internal recordkeeping of the paper application on the EDGAR system.  We also disseminate this 
paper submission type,  which indicates that the paper application has been filed with us.  The 
current paper submission types for applications are the following:   40-APP, 40-6B, and 40-6C. 
We usually record paper applications under submission types 40-APP or 40-6C, except for those 
submitted by employees’ securities companies, for which we use submission type 40-6B. 
 Consistent with our proposal, we expect that the EDGAR Filer Manual and the 
EDGARLink software would provide for three EDGAR electronic submission types for 
applications:  40-APP, 40-OIP, and 40-6B.
 
  Submission type 40-APP would be used for 
submissions typically processed by the Division’s Office of Investment Company Regulation; a 
                                                           
22
  A filer’s CIK (or “central index key”) is a ten-digit number uniquely identifying that filer. 
 
23
  We remind filers that, in the case of name changes, the changes must be made via the EDGAR 
filing Web site in advance; the new name would be reflected in the next EDGAR submission.  
The name on past submissions would not change.  The CIK and file number(s) of the company 
would provide a link to filings under the old name. 
 
24
  See paragraph (e) of Investment Company Act Rule 0-2 [17 CFR 270.0-2]. 

 
 
9
                                                                                                                                                            
new submission type 40-OIP would be  used for submissions typically processed by the 
Division’s Office of Insurance Products.  We also would plan to use submission type 40-6B for 
employees’ securities company applications (also processed by the Office of Investment 
Company Regulation), since we have historically kept records for these applicants separately.   
We would discontinue use of the paper submission type 40-6C; applications formerly recorded 
under this submission type would be submitted as either 40-APP or 40-OIP, as appropriate. 
We anticipate that the EDGAR Filer Manual would provide guidance for applicants in 
choosing the correct submission type.  Most applications would be submitted under EDGAR 
submission type 40-APP, the submission type designated for the Office of Investment Company 
Regulation.  But, the following categories of applications would be transmitted under EDGAR 
submission type 40-OIP, the submission type for the Office of Insurance Products:  
(1) applications with regard to mixed and shared funding filed under Section 6(c) of the 
Investment Company Act, for exemptions from the provisions of Sections 9(a), 13(a), 
15(a) and 15(b) of the Investment Company Act, 
25
 and Rules 6e-2(b)(15) and 6e-
3(T)(b)(15); 
26
   
 
(2) applications relating to the recapture of bonus credits filed under Section 6(c) of the 
Investment Company Act for exemptions from the provisions of Sections 2(a)(32) and 
27(i)(2)(A) of the Investment Company Act
27
  and Rule 22c-1
28
;  
 
(3) applications relating to the substitution of securities held by a variable insurance separate 
account filed under Section 26(c) of the Investment Company Act; 
29
 and  
 
 
25
  15 U.S.C. 80a-9(a), 80a-13(a), 80a-15(a), 80a-15(b). 
 
26
  17 CFR 270.6e-2(b)(15), 270.6e-3(T)(b)(15). 
 
27
  15 U.S.C. 80a-2(a)(32), 80a-27(i)(2)(A). 
 
28
  17 CFR 270.22c-1. 
 
29
  15 U.S.C. 80a-26(c).   
 

 
 
10
 
(4) applications for approval of the terms of an exchange offer involving variable insurance 
contracts filed under Section 11(a) of the Investment Company Act. 
30
 
   
 We believe that these three submission types would facilitate and expedite the review of 
submissions.  Our internal system will be able to quickly route the application to the appropriate 
office.  If applicants have any questions as to the appropriate EDGAR submission type, we 
would encourage them to verify in advance the correct submission type so that the application 
can be routed automatically to the appropriate Office.  We would provide contact information in 
the EDGAR Filer Manual and on the Commission’s Web site so that, in case of doubt, applicants 
may contact the staff.  
 We request comment on whether these EDGAR submission types would be sufficient or 
whether other or additional submission types would be helpful to applicants or the public in 
connection with the submission of applications. 
 For applications with multiple co-applicants, the applicants would be able to submit the 
application with all co-applicants included in one submission.  The applicants would choose one 
applicant to list first as the “primary” co-applicant.  Then, they would include in the EDGAR 
template the information for all other co-applicants, i.e.
, the CIK of each co-applicant and, for 
amendments, file number of each co-applicant.  Applicants could be dropped from or added to an 
application with each amendment submission.
 31
  
                                                           
30
  15 U.S.C. 80a-11(a). 
  
31
  As is the case currently with paper applications, for each application, an applicant would receive 
a unique file number which would begin with the prefix “812,” or “813” in the case of 
applications made by employees’ securities companies.  As also is currently the case with paper 
filings, each co-applicant’s file number would be composed of the primary applicant’s file 
number with an appended two-digit suffix unique to that co-applicant.  Each applicant or co-
applicant would include this file number, in addition to its CIK,
 
in the EDGAR template of all 

 
 
11
                                                                                                                                                            
 We expect that the internal EDGAR system would be enhanced to allow for the upload 
and public dissemination via the EDGAR system of notices and orders in connection with 
specific applications.   
 We request comment on the impact of our making the submission of requests for orders 
under the Investment Company Act mandatory electronic submissions.  Should we implement 
this rule?  We request comment on whether it would be burdensome for us to require applicants 
to submit applications electronically.  To which applications should the rule apply?  We ask 
commenters to address the issue of what the transition period should be for investment 
companies and other applicants to prepare for the mandatory electronic submission of these 
applications. 
 We ask commenters to provide detailed information on any difficulties and 
considerations unique to these proposed requirements.  In the event commenters believe that any 
aspect of the proposed requirements would be burdensome, we ask for specific details and 
alternative approaches. 
III. PROPOSED AMENDMENTS TO RULE 0-2 AND TO TEMPORARY 
HARDSHIP EXEMPTION OF REGULATION S-T 
            
Rule 0-2 currently requires that every application for an order for which a form is not 
specifically prescribed and which is executed by a corporation, partnership or other company and 
filed with the Commission contain a statement of the applicable provisions of the articles of 
incorporation, bylaws or similar documents, relating to the right of the person signing and filing 
such application to take such action on behalf of the applicant, and a statement that all such 
 
amendments to the application, which would also be required electronic submissions. 
 

 
 
12
                                                          
requirements have been complied with and that the person signing and filing the application is 
fully authorized to do so.   If such authorization is dependent on resolutions of stockholders, 
directors, or other bodies, such resolutions must be attached as an exhibit to or quoted in the 
application.  Any amendment to the application must contain a similar statement as to the 
applicability of the original statement of authorization.  When any application or amendment is 
signed by an agent or attorney, Rule 0-2 requires that the power of attorney evidencing his 
authority to sign shall state the basis for the agent’s authority and shall be filed with the 
Commission.  Every application subject to Rule 0-2 must be verified by the person executing the 
application by providing a notarized signature in substantially the form specified in the rule.  
Each application subject to Rule 0-2 must state the reasons why the applicant is deemed to be 
entitled to the action requested, the name and address of each applicant, and the name and 
address of any person to whom any questions regarding the application should be directed.  Rule 
0-2 requires that a proposed notice of the proceeding initiated by the filing of the application 
accompany each application as an exhibit and, if necessary, be modified to reflect any 
amendment to the application.  
We are proposing three amendments to Rule 0-2 governing the form of applications 
under the Investment Company Act.  First, we propose to eliminate the requirement to have 
verifications of  applications and statements of facts made in connection with applications 
notarized.
32
  We believe that this requirement is unnecessary in the context of an electronic 
filing.
 33
  Second, we propose to eliminate the requirement that applicants include draft notices as 
 
32
  See Rule 0-2(d). 
 
33
  Regulation S-T requires that each signatory to an electronic filing manually sign a signature page 

 
 
13
                                                                                                                                                            
exhibits to applications.
 34
   The staff has found these exhibits to be of limited value because the 
staff prefers to draft its own notices of applications.  Finally, we  also propose to amend Rule 0-2 
to remove the last sentence of paragraph (b),
 35
  which was added in the initial EDGAR 
rulemaking and would be inconsistent with mandatory electronic submission of applications on 
EDGAR.
 36  
We request comment on these proposed amendments.  Is there any reason we should 
retain the notary and draft notice requirements?   
 We are also proposing an amendment to Rule 201 of Regulation S-T.  Rules 201 and 
202
37
 of Regulation S-T address hardship exemptions from EDGAR filing requirements, and 
Rule 13(b) of Regulation S-T
38
 addresses the related issue of filing date adjustments.  
 A filer may obtain a temporary hardship exemption under Rule 201 if it experiences 
unanticipated technical difficulties that prevent the timely preparation and submission of an 
 
or other document authenticating, acknowledging or otherwise adopting his or her signature that 
appears in typed form in the electronic filing.  This document must be executed before or at the 
time the electronic filing is made, must be retained by the filer for a period of five years, and must 
be made available to the Commission upon request.  See
 Rule 302(b) of Regulation S-T [17 CFR 
232.302(b) ].  We believe that this requirement provides sufficient assurance of the legitimacy of 
signatures contained in the electronic filings so that notarization is unnecessary. 
 
34
  See Rule 0-2(g).  
 
35
  The last sentence of  Rule 0-2(b) currently reads as follows:  “Every application for an order 
under any provision of the Act and every amendment to such application shall be submitted to the 
Commission in paper only, whether or not the applicant is otherwise required to file in electronic 
format, unless instructions for electronic filing are included on the form, if any, prescribed for 
such application.  
 
36
  See Rulemaking for EDGAR System – Investment Companies and Institutional Investment 
Managers, Release No. 33-6978 (Feb. 23, 1993) [58 FR 14848 (Mar. 18, 1993)]. 
 
37
  17 CFR 232.202. 
 
38
  17 CFR 232.13(b). 
 

 
 
14
                                                          
electronic filing by filing a properly legended paper copy
39
 of the filing under cover of Form 
TH.
40
  This process is self-executing.  A filer who files in paper under the temporary hardship 
exemption must submit an electronic format copy of the filed paper document within six 
business days of the filing of the paper format document.
 41
  
 A filer may apply for a continuing hardship exemption under Rule 202 if it cannot file all 
or part of a filing without undue burden or expense.
 42
 In contrast to the self-executing temporary 
hardship exemption process, a filer can obtain a continuing hardship exemption only by 
submitting a written application, upon which the Commission, or Commission staff pursuant to 
delegated authority, must then act.  
 We are proposing to make the temporary hardship exemption unavailable for submission 
of  applications under the Investment Company Act.
 43
  We are proposing to amend Rule 201(a) 
of Regulation S-T to make temporary hardship exemptions unavailable for these submissions, 
since there is generally no submission exigency or submission deadline associated with these 
submissions.  An applicant would continue to have the ability to apply for a continuing hardship 
 
39
  See 17 CFR 232.201(a). 
 
40
  17 CFR 239.65, 249.447, 269.10,and 274.404. 
 
41
  See 17 CFR 232.201(b). 
 
42
  See 17 CFR 232.202(a). 
 
43
  See proposed amendment to rule 201(a) of Regulation S-T.   
 
 We have previously made unavailable the ability for filers to use the temporary hardship 
exemption for EDGAR submissions of beneficial ownership reports filed by officers, directors 
and principal security holders under Section 16(a) of the Exchange Act [15 U.S.C. 78p(a)].  See
 
Mandated EDGAR Filing and Web Site Posting for Forms 3, 4 and 5, Release No. 33-8230 (May 
7, 2003) [68 FR 25788]. 
 

 
 
15
                                                          
exemption under Rule 202 if it cannot submit all or part of an application without undue burden 
or expense. Also, while we would expect the circumstances and exercise to be rare, the staff 
could use its delegated authority to grant a filing date adjustment pursuant to Rule 13(b) of 
Regulation S-T [17 CFR 232.13(b)].  While we would not expect  an applicant to need a filing 
date adjustment in the context of an application, it would be available in the unlikely event it 
were needed.  We ask for comment on making the temporary hardship exemption unavailable for 
submission of applications for orders under the Investment Company Act.   
IV.  PROPOSED AMENDMENTS TO MANDATE THAT CERTAIN FILINGS 
OF SMALL BUSINESS INVESTMENT COMPANIES AND BUSINESS 
DEVELOPMENT COMPANIES BE MADE ELECTRONICALLY 
 
            Regulation            E
44
 provides for the exemption from registration of  securities issued by small 
business investment companies registered under the Investment Company Act and business 
development companies regulated under that Act, subject to the terms and conditions of the 
regulation.  Rule 604
45
 of Regulation E requires the filing of notification on Form 1-E
46
  of sales 
of securities under Regulation E.  Rule 607
47
 of Regulation E requires the filing of sales material 
used in connection with the offering.  Rule 609
48
 of Regulation E requires the filing of reports of 
sales on Form 2-E.
49
     
 
44
   17 CFR 230.601 to 610a. 
 
45
   17 CFR 230.604. 
 
46
   17 CFR  239.200. 
 
47
   17 CFR 230.607. 
 
48
   17 CFR 230.609. 
 
49
   17 CFR  239.201. 
 

 
 
16
                                                          
Currently, these  companies must make most of their filings electronically on the 
EDGAR system.  However, they must make their Regulation E
50
 filings in paper.  Since these 
filers are already EDGAR filers and most would have available electronic copies of their Form 
1-E  (and any related sales material)
 51
 and Form 2-E,
 
we believe that making these filings 
electronically on EDGAR would impose very little burden or cost on these companies.  We are 
therefore proposing to make these filings mandatory electronic submissions.
 52
  We  request 
comment on any burdens or costs that would result.  Is there any reason not to require that these 
submissions be made electronically on the EDGAR system? 
 V. GENERAL REQUEST FOR COMMENT 
 You are invited to submit written comments relating to the rule proposals set forth in this 
release.  We request comment not only on the specific issues we discuss in this release, but on 
any other approaches or issues that we should consider in connection with the submission of 
applications for orders and Regulation E filings on the EDGAR system.  We seek comment from 
any interested person, including those required to file information with us on the EDGAR 
system, as well as investors, disseminators of EDGAR data, EDGAR filing agents, and other 
members of the public who have access to and use information from the EDGAR system. 
 
 
50
   17 CFR 230.601 to 610a. 
 
51
   Requiring electronic filing on EDGAR of Rule 607 sales literature would be consistent with the 
current requirement to file electronically on EDGAR omitting prospectuses under Rule 482 of the 
Securities Act of 1933 (“Securities Act”) (referred to as “482 ads”) and sales literature under 
Section 24(b) of the Investment Company Act. 
 
52
  See proposed amendments to paragraphs (a)(1)(v) and (c)(6) of  Rule 101 of Regulation 
S-T. 

 
 
17
                                                                                                                                                            
 
 VI.       COST-BENEFIT       ANALYSIS       
 We are sensitive to the costs and burdens of our rules.  The rules we are proposing today 
would reflect the addition of applications under the Investment Company Act as mandatory 
electronic submissions on EDGAR.  In addition, the proposals would amend Rule 0-2 and make 
unavailable to applicants Regulation S-T’s provision for temporary hardship exemptions.  In 
addition, the proposals would add Regulation E filings to the list of those that must be filed 
electronically through EDGAR. 
 A.   Expected Benefits 
 We expect that the addition of applications under the Investment Company Act as 
mandatory electronic submissions on EDGAR would result in considerable benefits to the 
securities markets, investors, and other members of the public, by expanding the accessibility of 
information, and increasing the types of information, filed and made available for public review 
through the EDGAR system.  The primary goal of the EDGAR system since its inception has 
been to facilitate the rapid dissemination of financial and business information in connection 
with filings, including filings by investment companies.  The proposed amendments would 
benefit investors, financial analysts and others by increasing the efficiency of retrieving and 
disseminating these applications.  The mandated electronic transmission of these documents 
would enable the public to access them more quickly and search them more easily.  Instead of 
having to come in person or through an agent to the Commission's public reference room to 
conduct a search for a particular submission that is in paper or microfiche, the public would be 
 
 

 
 
18
able to find and review the application on any computer with an Internet connection by accessing 
the EDGAR system through the Commission's Web site or through a third party Web site that 
links to EDGAR.    The proposals would benefit the public by making the EDGAR page of our 
Web site a more comprehensive resource for most information on file with us related to the 
operation of investment companies.  A further benefit would be to ensure that all applications are 
available to the public free of charge on our Web site without the cost of paying a third party for 
a copy. 
 Persons who may consider requesting a hearing on an application on the basis of a notice 
would be able to more easily obtain the actual application so that they could better understand 
the legal issues.  We believe this would be a significant improvement in the applications process. 
  
 We also expect that applicants would benefit from the increased efficiencies in the filing 
process for these submissions resulting from the proposed amendments.  By electronically 
transmitting these documents directly to the Commission, applicants would avoid the 
uncertainties and delays that can occur with the manual delivery of paper documents; we believe 
that it would be a simpler and more efficient means to submit applications.  Applicants also 
would benefit from no longer having to submit multiple copies of paper documents to the 
Commission.   
Because the Commission's staff would be able to retrieve and analyze information 
contained in these submissions more readily than under our current paper system, mandated 
electronic submission of these documents should facilitate the staff's retrieval and review of a 
particular document.  Applicants and investors should benefit from increased efficiencies in the 

 
 
19
Commission's storage, retrieval, and analysis of these submissions which would result from the 
proposed amendments. 
We believe the proposal to amend Rule 0-2 would benefit applicants.  Removing the 
notarization requirement would remove a requirement from filers that is unnecessary, and  
removing the requirement to include a draft notice as an exhibit will result in a cost-savings to 
applicants.  And, we believe that making unavailable to applicants Regulation S-T’s Rule 201 
provision for temporary hardship exemptions would benefit applicants because applicants would 
not bear the cost of both submitting an application in paper and in electronic form as a 
confirming copy within 6 business days as required by the temporary hardship exemption rule.  
This is true in light of the fact that there is no deadline for the submission of an application.  
 We also expect that the addition of Regulation E filings as mandatory electronic 
submissions on EDGAR would result in benefits to the securities markets, investors, and other 
members of the public, by expanding the accessibility of information, and increasing the types of 
information, filed and made available for public review through the EDGAR system.  Requiring 
these Regulation E filings to be submitted on EDGAR would benefit members of the investing 
public and the financial community by making information contained in these Commission 
filings more easily searchable and readily available to them.  The proposals would result in the 
benefit to the public of the EDGAR page of our Web site being a comprehensive source from 
which to find filings of small business investment companies and business development 
companies. 
We also expect that Regulation E filers would benefit from the increased efficiencies in 
the filing process for these submissions resulting from the proposed amendments.  By 

 
 
20
electronically transmitting these documents directly to the Commission, these filers would avoid 
the uncertainties and delays that can occur with the manual delivery of paper documents; we 
believe that it would be a simpler and more efficient means to submit these Regulation E filings. 
 Regulation E filers also would benefit from no longer having to submit multiple copies of paper 
documents to the Commission. 
The proposed amendments would benefit investors, financial analysts and others by 
increasing the efficiency of retrieving and disseminating these filings.  The mandated electronic 
transmission of these documents would enable the public to access them more quickly. Instead of 
having to come in person or through an agent to the Commission's public reference room to 
conduct a search for a particular submission that is in paper or microfiche, the public would be 
able to find and review the filing on any computer with an Internet connection by accessing the 
EDGAR system through the Commission's Web site or through a third party Web site that links 
to EDGAR.  The proposed amendments would also enable financial analysts and others to 
retrieve, analyze and disseminate more rapidly this information. 
An investor would be able to more efficiently gather information of interest about  
Regulation E filers.  Also, Regulation E filers and investors should benefit from increased 
efficiencies in the Commission's storage, retrieval, and analysis of these submissions which 
would result from the proposed amendments.  Mandated EDGAR submission of these 
documents would result in their addition to the Commission's central electronic repository of 
filings that is free to anyone who has access to a computer linked to the Internet.  Because the 
Commission's staff would be able to retrieve and analyze information contained in these 
Regulation E submissions more readily than under our current paper system, mandated electronic 

 
 
21
                                                          
submission of these documents should facilitate the staff's retrieval and review of a particular 
document.   
In the Paperwork Reduction Act section we estimate that, if the proposed amendments 
are adopted, the total reduction in the burden would be approximately $52,550.  
B.        Expected        Costs        
We expect that, if adopted, the proposed amendments would result in some initial and 
ongoing costs to applicants. We also expect, however, that many applicants would not bear the 
full range of costs that would result from the amendments for the reasons described below.   
Initial costs are those associated with filing a Form ID in order to obtain the access codes needed 
to submit an application electronically and otherwise preparing to make an application 
submission.
 53
 
 
In order to file a Form ID, an applicant would need to learn the related electronic 
filing requirements, obtain access to a computer and the Internet, use the computer to access the 
Commission’s EDGAR Filer Management Web site, respond to Form ID’s information 
requirements and fax to the Commission a notarized authenticating document 
Ongoing costs are those associated with maintaining the framework developed through 
the initial costs (for example, updating information required by Form ID) and additional costs 
arising from each subsequent submission of an application.   
 
53
  Applicants that already have EDGAR access codes would not need to file a Form ID.  As further 
discussed in Part IX, however, we assume that  a small number of applicants per year would not 
already have the codes. 
 

 
 
22
                                                          
We expect that the vast majority of applicants would need to incur few, if any, additional 
costs related to obtaining computer and Internet access.  We believe that the vast majority of 
applicants already would have access to a computer and the Internet.
54
 
  We expect no additional costs to applicants from our proposal to amend Rule 0-2.  We 
request comment on whether our proposed amendments to Rule 0-2 to remove the current 
requirements for notarization of the application and provision of a draft notice as an exhibit 
would result in any additional costs.   We expect no additional costs to applicants from our 
proposal to make unavailable to applicants Regulation S-T’s Rule 201 provision for temporary 
hardship exemption.  An applicant would still be able to request a continuing hardship exemption 
under Regulation S-T Rule 202 under appropriate circumstances.  
We believe that mandatory EDGAR submission of Regulation E filings would result in 
minimal cost to these filers.  For the following reasons, we also expect that Regulation E filers 
would not bear the full range of costs frequently associated with new electronic filing 
requirements.  Initial costs are those associated with the purchase of compatible computer 
equipment and software, including EDGAR software if obtained from a third-party vendor and 
not from the Commission's Web site.  Initial costs also include those resulting from the training 
of existing employees to be EDGAR proficient or the hiring of additional employees or agents 
that are already skilled in EDGAR processing.  Initial costs further include those associated with 
the formatting and transmission of an applicant’s first document submitted on EDGAR. These 
 
54
  An applicant that did not already own a computer with Internet access could, for example, go to a 
public library to use its computer and obtain Internet access.  
 

 
 
23
transmission costs may include those related to subscribing to an Internet service provider.  
Regulation E filers already file on EDGAR and would have minimal or no initial costs. 
Ongoing costs are those associated with the electronic formatting and transmission of 
subsequent EDGAR filings.  Regulation E filers may also incur future costs resulting from the 
training or hiring of employees regarding updated EDGAR filing requirements.  The magnitude 
of these costs would depend on the filers’ levels of technological proficiency and their previous 
familiarity with EDGAR filing requirements.  Regulation E filers would incur the ongoing costs 
associated with formatting and transmitting their subsequent EDGAR filings.  Consequently, the 
mandated EDGAR requirements should result only in costs related primarily to the electronic 
formatting of these documents in a format compatible with EDGAR, and transmission of the 
EDGAR formatted documents to the Commission.  In any event, we believe that any costs for 
transmission, formatting, and education would be comparable to savings from not having to 
incur similar costs related to paper submissions. 
C.        Comment        Solicited        
We solicit comment on the costs and benefits of the proposed amendments. We request 
your views on the costs and benefits described above as well as on any other costs and benefits 
that could result from adoption of these proposals.  Please identify any costs or benefits 
associated with the rule proposal for the mandatory electronic submission of applications (and 
related proposed amendments to Investment Company Act Rule 0-2 and Rule 201 of Regulation 
S-T) and Regulation E filings  and any impact that the rule proposals may have on the ease of 
locating and using EDGAR data.  How much, if any, expense would be avoided with the 
removal of the notary and draft notice requirements?  What are the benefits that investors, 

 
 
24
                                                          
financial analysts, other members of the financial community, applicants, and small business 
investment company and business development company Regulation E filers should realize from 
these proposals?  Would the proposed amendments help an investor to gather information about 
an applicant and its operations?  What are the likely expected initial and ongoing costs of  these 
added categories of mandated EDGAR submissions?  Are there costs in addition to those 
discussed above?  Are there unidentified costs associated with any of the proposed amendments 
and, if so, what are they? 
We encourage commenters to identify any costs or benefits associated with the rule 
proposals.  We also request data to quantify the costs and the benefits identified. 
VII.     BURDEN     ON     COMPETITION; PROMOTION OF EFFICIENCY, 
COMPETITION, AND CAPITAL FORMATION  
 
 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,
55
 Section 3(f) of the Exchange Act,
56
 and Section 2(c)
57
 of the 
Investment Company Act require us, when engaging in rulemaking, and considering or 
determining whether an action is necessary or appropriate in the public interest, to consider 
whether the action would promote efficiency, competition, and capital formation.  In compliance 
with our responsibilities under these sections, we request comment on whether the proposals, if 
adopted, would burden competition and whether they would promote efficiency, competition, 
 
55
    15 U.S.C. 77b(b). 
 
56
    15 U.S.C. 78c(f). 
 
57
    15 U.S.C. 80a-2(c). 
 

 
 
25
and capital formation.  We encourage commenters to provide empirical data or other facts to 
support their views. 
 The proposed amendments regarding mandated electronic filing of applications and the 
related amendments to Rule 0-2 and Regulation S-T’s Rule 201 are intended to simplify the 
requirements for submitting applications and facilitate more efficient transmission, analysis, 
storage and retrieval of information.  This should improve the accessibility and usefulness of 
information available to all applicants and the public, including those wishing to request a 
hearing on an application.  It may make the investment products offered by applicants more 
competitive, since all applicants would have ready access to the applications of others.  The 
proposed rules would also improve the accessibility of information available to the public about 
the operation of investment companies and improve investors' ability to make informed 
investment decisions.  We believe the proposed amendments would not impose a burden on 
competition and would not have an adverse impact on capital formation.  The proposed 
amendments regarding mandated electronic filings under Regulation E by small business 
investment companies and business development companies are intended to facilitate more 
efficient transmission, analysis, storage and retrieval of information.  This should improve the 
accessibility and usefulness of information available for use by filers, investors, and the public.  
It may make the investment products offered by filers more competitive, since all filers would 
have immediate on-line access to Regulation E filings of their competitors.  We believe that the 
proposed rules would also improve the accessibility of information available to the public about 
the operation of small business investment companies and business development companies and 
thereby  improve investors' ability to make informed investment decisions.  We believe the 

 
 
26
proposed amendments would not impose a burden on competition and would not have an adverse 
impact on capital formation. 
We request comment on the impact the proposed rule would have on efficiency, 
competition and capital formation.  We request comment on whether the proposed amendments, 
if adopted, would impose a burden on competition and whether they would promote efficiency, 
competition, and capital formation.  We also request commenters to provide empirical data and 
other factual support for their views if possible. 
 VIII.   INITIAL   REGULATORY   FLEXIBILITY ACT ANALYSIS 
 This Initial Regulatory Flexibility Act Analysis (Analysis) has been prepared in 
accordance with 5 U.S.C. 603.  It relates to our proposed amendments to add applications for 
orders under the Investment Company Act to the list of submissions that must be made 
electronically, including proposals to amend Rule 0-2 and make unavailable to applicants the 
provision for temporary hardship exemptions in Rule 201 of Regulation S-T, and to add 
Regulation E filings to the list of those that must be filed electronically through EDGAR. 
A. Reasons for, and Objectives of, Proposed Amendments 
 The proposals would require applications for orders under any section of the Investment 
Company Act to be submitted electronically on EDGAR.  The proposed amendments to Rule 0-2 
would remove the requirements for notarization and provision of a draft notice, and the proposed 
amendments to Rule 201 of Regulation S-T would make applications ineligible for temporary 
hardship exemptions.  We make these proposals because the absence of an electronic system for 
submitting applications for orders limits the usefulness of the information collected.  

 
 
27
The proposals would add Regulation E filings made by small business investment 
companies and business development companies to the list of those that must be filed 
electronically through EDGAR.  We also make this proposal because the absence of an 
electronic system for submitting Regulation E filings limits the usefulness of the information 
collected.   
B.        Legal        Basis        
 We are proposing amendments to Rules 101, and 201 of Regulation S-T and Rule 0-2 
under the Investment Company Act pursuant to authority set forth in Sections 6, 7, 8, 10 and 
19(a) of the Securities Act [15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a)], Sections 3, 12, 13, 14, 
15(d), 23(a) and 35A of the Exchange Act [15 U.S.C.78c, 78l
, 78m, 78n, 78o(d), 78w(a), and 
78ll], and Sections 8, 30, 31 and 38 of the Investment Company Act [15 U.S.C. 80a-8, 80a-29, 
80a-30, and 80a-37]. 
C. Small Entities Subject to the Rule 
For purposes of the Regulatory Flexibility Act, an investment company is a small entity if 
it, together with other investment companies in the same group of related investment companies, 
has net assets of $50 million or less as of the end of its most recent fiscal year.
58
  Approximately 
164 registered investment companies meet this definition.
 59
  Approximately 51 business 
development companies may be considered small entities.
 60
  We estimate that few, if any, 
                                                           
58
  Rule 0-10(a) under the Investment Company Act [17 CFR 240.0-10(a)].  
  
59
         The estimated number of reporting investment companies that may be considered small entities is 
based on December 2006 data from the Commission’s EDGAR database and a third-party data 
provider. 
    
60
          This estimate is based on analysis by the Division of Investment Management staff of information 

 
 
28
                                                                                                                                                            
separate accounts registered on Form N-3, N-4, or N-6 are small entities.
61
   
D. Reporting, Recordkeeping, and Other Compliance Requirements 
 The proposed amendments would require applicants to submit requests for orders and 
small business investment companies and business development companies to submit Regulation 
E filings electronically on the EDGAR system.  The Commission estimates some one-time 
formatting and ongoing burdens that would be imposed on all applicants and Regulation E filers, 
 including those that are small entities.  We note, however, that all Regulations E filers and many 
applicants currently make other filings on EDGAR.  Furthermore, we believe that non-
investment company applicants would have no greater burden than that of those filers of Section 
16 reports or Schedules 13D and 13G
62
  who would not otherwise make EDGAR filings and that 
the electronic submission should create only a de minimis burden.   
 There would be no change in reporting or recordkeeping requirements.  The proposed 
amendments to Rule 0-2 would reduce compliance requirements to the extent that they would 
remove the requirements for notarization of the application and provision of a draft notice with 
the application. 
 We solicit comment on the effect the proposed amendments would have on small entities. 
 
from databases compiled by third-party information providers, including Morningstar, Inc. and 
Lipper Inc. 
 
61
         This estimate is based on figures compiled by the Division of Investment Management staff 
regarding separate accounts registered on Forms N-3, N-4, and N-6.  In determining whether an 
insurance company separate account is a small entity for purposes of the Regulatory Flexibility 
Act, the assets of insurance company separate accounts are aggregated with the assets of their 
sponsoring insurance companies.  Rule 0-10(b) under the Investment Company Act [17 CFR 
270.0-10(b)]. 
    
62
          17 CFR 240.13d-101 and 13d-102. 
 

 
 
29
E. Duplicative, Overlapping or Conflicting Federal Rules 
 The Commission believes that there are no rules that duplicate, overlap, or conflict with 
the proposed amendments. 
F.         Significant         Alternatives         
 The Regulatory Flexibility Act directs us to consider significant alternatives that would 
accomplish our stated objectives, while minimizing any significant adverse impact on small 
entities.  In connection with the proposed amendments, the Commission considered the 
following alternatives:  (i) the establishment of differing compliance or reporting requirements or 
timetables that take into account the resources available to small entities; (ii) the clarification, 
consolidation, or simplification of compliance and reporting requirements under the proposed 
amendments for small entities; (iii) the use of performance rather than design standards; and (iv) 
an exemption from coverage of the proposed amendments, or any part thereof, for small entities.  
 The Commission believes at the present time that special compliance or reporting 
requirements for small entities, or an exemption from coverage for small entities, would not be 
appropriate or consistent with investor protection.  Different requirements for applicants or 
Regulation E filers that are small entities could make it more difficult for the public to locate 
Commission filings and disclosure documents for these applicants.  We believe it is important 
that the benefits resulting from the proposal be provided to the public for all applications and 
Regulation E filings, not just the ones from those that are not considered small entities. 
 We have endeavored throughout the proposed amendments to minimize the regulatory 
burden on all applicants and Regulation E filers, including small entities, while meeting our 
regulatory objectives.  Small entities should benefit from the Commission’s reasoned approach 

 
 
30
                                                          
to the proposed amendments to the same degree as others.  The Commission preliminarily 
believes that further clarification, consolidation, or simplification of the proposals for those that 
are small entities would be inconsistent with the Commission’s concern for investor protection.  
Further clarification, consolidation, or simplification of the proposals for those that are small 
entities would result in less information available for them.  Similarly, we preliminarily conclude 
that using performance rather than design standards would not be consistent with our statutory 
mandate of investor protection.  We believe that the standard provided in the proposal (EDGAR 
filing) is already sufficiently clear and appropriately simple.  A major goal of making these 
mandatory EDGAR submissions is a more complete and searchable EDGAR database of filings; 
we do not believe that there is a comparable performance standard that would achieve this goal. 
G. Solicitation of Comments 
 The Commission encourages the submission of written comments with respect to any 
aspect of this analysis.  Comment is specifically requested on the number of small entities that 
would be affected by the proposed amendments and the likely impact of the proposals on small 
entities.  Commenters are asked to describe the nature of any impact and provide empirical data 
supporting the extent of the impact.  These comments will be considered in the preparation of the 
Final Regulatory Flexibility Act Analysis if the proposed rule amendments are adopted, and will 
be placed in the same public file as comments on the proposal.   
 IX. PAPERWORK REDUCTION ACT   
The proposed rule amendments contain "collection of information" requirements within 
the meaning of the Paperwork Reduction Act of 1995 (“PRA”).
63
  We are submitting the 
 
63
  44 U.S.C. 3501 et seq. 

 
 
31
                                                                                                                                                            
proposed collection of information to the Office of Management and Budget (“OMB”) for 
review in accordance with 44 U.S.C. 3507(d) and 5 CFR 1320.11. An agency may not conduct 
or sponsor, and a person is not required to respond to, a collection of information unless it 
displays a currently valid control number.  
A.  Rule 0-2 
The title for the collection of information is “General Requirements of Papers and 
Applications.”
64
  Provision of information under the rule is necessary to obtain a benefit.  The 
information is not kept confidential. Respondents to the collection are applying for orders of the 
Commission under the Investment Company Act.  Applicants for orders under the Investment 
Company Act can include registered investment companies, affiliated persons of registered 
investment companies, and issuers seeking to avoid investment company status, among other 
entities.
65
  The Commission uses the information required by rule 0-2 to decide whether the 
applicant should be deemed to be entitled to the action requested by the application.  The 
proposed amendments to rule 0-2 would eliminate the requirement to have verifications of 
applications and statements of facts made in connection with applications notarized
66
 and would 
 
 
64
  Rule 0-2 is a collection of information currently in use without a control number.  We are 
submitting the rule to OMB for approval under the PRA. 
 
65
  There are several sections of the Investment Company Act pursuant to which entities may make 
applications for relief.  Section 6(c) provides the Commission with authority to exempt persons, 
securities or transactions from any provision of the Investment Company Act, or the regulations 
thereunder, if and to the extent that such exemption is in the public interest and consistent with 
the protection of investors and the purposes fairly intended by the policy and provisions of the 
Investment Company Act. 
 
66
  See Rule 0-2(d). 
 

 
 
32
eliminate the requirement that applicants include draft notices as exhibits to applications.
67
 
Burden Estimate for Rule 0-2 
Applicants file applications as they deem necessary.  The Commission receives 
approximately 125 applications per year under the Investment Company Act of 1940.  Although 
each application typically is submitted on behalf of multiple entities, the entities in the vast 
majority of cases are related companies and are treated as a single applicant for purposes of this 
analysis.   
Much of the work of preparing an application is performed by outside counsel.    The cost 
outside counsel charges applicants depends on the complexity of the issues covered by the 
application and the time required for preparation.  Based on conversations with applicants and 
attorneys, the cost ranges from approximately $7,000 for preparing a well-precedented, routine 
application to approximately $80,000 to prepare a complex and/or novel application. We 
estimate that the Commission receives 20 of the most time-consuming applications annually, 80 
applications of medium difficulty, and 25 of the least difficult applications.  This distribution 
gives a total estimated annual cost burden to applicants of filing all applications of $5,255,000 
[(20x$80,000) + (80x$43,500) + (25x$7,000)]. 
In addition, based on conversations with applicants, we estimate that in-house counsel 
would spend from ten to fifty hours helping to draft and review an application.  We estimate a 
total annual hour burden to all respondents of 3,650 hours (50 hours x 20 applications) + (30 
hours x 80 applications) + (10 hours x 25 applications).  We are proposing to decrease the  
burden associated with the existing collection of information for Rule 0-2 to reflect the proposed 
                                                           
67
  See Rule 0-2(g). 

 
 
33
amendments.  The proposed amendments to Rule 0-2 would, if adopted, eliminate the 
requirement to have verifications of applications and statements of facts made in connection with 
applications notarized.  The notary service would be provided by a secretary or similar 
administrative employee of the applicant or the outside counsel preparing the application and 
would represent a negligible cost or hour burden to the applicant, so elimination of the 
notarization requirement would not be likely to decrease the burden measurably.   
The proposed amendments would also eliminate the requirement that applicants include 
proposed notices as exhibits to applications.  A proposed notice is merely a summary of the 
statements in the application.  We estimate that preparation of the proposed notice by outside 
counsel represents approximately 1% of the cost of preparing an application.  Elimination of this 
requirement would reduce the estimated cost burden by approximately $52,550 (1% of 
$5,255,000).  The proposed amendments will not change the hour burden. 
If the proposed amendments are adopted, we estimate the total reduction in the burden 
would be approximately $52,550.  
B.  Regulation S-T 
             The title for the collection of information is “General Rules and Regulations for 
Electronic Filing.” (OMB Control No. 3235-0424).  The purpose of Regulation S-T is to 
implement the Commission’s EDGAR system.  The EDGAR system enables the Commission to 
receive, store, process and disseminate information filed with the Commission under the 
provisions of the federal securities laws.  The Commission’s forms and rules require filings that 
make information available to the investing public and that permit the Commission to verify 
compliance with the federal securities laws.  Electronic filing improves the availability to the 

 
 
34
public and to the Commission of information filed with the Commission.  Regulation S-T 
specifies the requirements that govern the electronic submission of documents to the 
Commission.  Provision of the information required by the Regulation is mandatory.  Responses 
are not kept confidential. 
  Burden Estimate for Regulation S-T   
     The proposed amendments to Regulation S-T would revise rule 101 under Regulation 
S-T to require electronic filing of applications for orders of the Commission under the 
Investment Company Act and of forms required by Regulation E under the Securities Act of 
1933.  The burden associated with the filing of applications under rule 0-2, as proposed to be 
amended, will be reflected in the collection of information entitled “General Requirements of 
Papers and Applications.”  We are not proposing to amend Regulation E.  The burden associated 
with the filing of documents required by Regulation E is reflected in the collections of 
information required by Regulation E, and will not change as a result of the proposed 
amendments to Regulation S-T.    
      We are also proposing to amend rule 201 under Regulation S-T, which governs 
temporary hardship exemptions from electronic filing.  Rule 201 is part of Regulation S-T and 
does not impose any burden on respondents separate from Regulation S-T.  The proposed 
amendments to rule 201 will not change the burden of Regulation S-T.  The Paperwork 
Reduction Act requires that we obtain OMB approval for a collection of information, whether 
the collection has a burden or not.  Regulation S-T is a collection of information with no burden 
to respondents. OMB requires us to assign a burden of one hour to Regulation S-T and to 
indicate that the Regulation has one respondent so the automated OMB system will be able to 

 
 
35
handle approval of the Regulation.  OMB has already approved a burden of one hour for one 
respondent to the Regulation.    
C. Form ID 
The Commission estimates that each year a small number of applicants would need to file 
a Form ID (OMB Control Number 3235-0328) with the Commission in order to gain access to 
EDGAR. Form ID is used to request the assignment of access codes to file on EDGAR.  Most 
applicants would not need to file a Form ID because any applicant that has made at least one 
filing with the Commission since 2002 has been entered into the EDGAR system by the 
Commission and would not need to file Form ID to file electronically on EDGAR.  However, 
applicants that have never made a filing with the Commission would need to file Form ID.   
The Commission estimates that it would receive approximately 10 Forms ID a year under 
the proposed amendments.  This number fits within the current number of  respondents that file a 
Form ID each year because the actual number of Forms ID the Commission receives is less than 
the current estimate. 
D.  Request for Comments  
Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits comments as to: (i) 
whether the proposed collections of information are necessary for the proper performance of the 
functions of the agency, including whether the information will have practical utility; (ii) the 
accuracy of the Commission’s estimate of the burden of the proposed collections of information; 
(iii) whether there are ways to enhance the quality, utility, and clarity of the information to be 
collected; and (iv) whether there are ways to minimize the burden of the collection of 
information on those who are to respond, including through the use of automated collection 

 
 
36
                                                          
techniques or other forms of information technology. 
The Commission has submitted the proposed collections of information to OMB for 
approval.  Persons submitting comments on the collection of information requirements should 
direct them to the Office of Management and Budget, Attention: Desk Officer for the Securities 
and Exchange Commission, Office of Information and Regulatory Affairs, Washington, DC 
20503, and should also send a copy of their comments to Nancy M. Morris, Secretary, Securities 
and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609, with reference to 
File No. S7-25-07.  Requests for materials submitted to OMB by the Commission with regard to 
these collections of information should be in writing, refer to File No. S7-25-07, and be 
submitted to the Securities and Exchange Commission, Public Reference Room, 100 F Street, 
NE, Washington, DC 20549.  As OMB is required to make a decision concerning the collections 
of information between 30 and 60 days after publication, a comment to OMB is best assured of 
having its full effect if OMB receives it within 30 days of publication.  
 X.      CONSIDERATION OF IMPACT ON THE ECONOMY 
 For purposes of the Small Business Regulatory Enforcement Fairness Act of 1996,
68
  a 
rule is “major” if it results or is likely to result in: 
• an annual effect on the economy of $100 million or more; 
• a major increase in costs or prices for consumers or individual industries; or 
• significant adverse effects on competition, investment, or innovation. 
 We request comment on and information regarding the potential impact of the proposed 
amendments on the economy on an annual basis.  In particular, comments should address 
 
68 
          Pub. L. No. 104-21, title II, 110 Stat. 857 (1996). 

 
 
37
whether the proposed changes, if adopted, would have a $100,000,000 annual effect on the 
economy, cause a major increase in costs or prices, or have a significant adverse effect on 
competition, investment, or innovation.  We request that commenters provide empirical data to 
support their views. 
 XI.       STATUTORY       BASIS       
 We propose the rule amendments outlined above under Sections 6, 7, 8, 10 and 19(a) of 
the Securities Act [15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a)], Sections 3, 12, 13, 14, 15(d), 23(a) 
and 35A of the Exchange Act [15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 78w(a), and 78ll], and 
Sections 8, 30, 31 and 38 of the Investment Company Act [15 U.S.C. 80a-8, 80a-29, 80a-30, and 
80a-37]. 
List of Subjects 
17 CFR Part 232 
 Reporting and recordkeeping requirements, Securities. 
17 CFR Part 270 
 Investment companies, Reporting and recordkeeping requirements, Securities. 
TEXT OF THE PROPOSED RULE AMENDMENTS 
 In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations 
is proposed to be amended as follows. 
PART 232 – REGULATION S-T – GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS 
 
1. The authority citation for part 232 continues to read, in part, as follows: 
Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l
, 78m, 78n, 78o(d), 
78w(a), 78ll
 (d), 80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350. 

 
 
38
*          *          *          *          *          
2. Section 232.101 is amended by: 
a. Revising paragraphs (a)(1)(iv) and (v), the introductory text of paragraph (a)(2), 
paragraph (a)(2)(i), the first sentence of paragraph (a)(3), and paragraph (c)(6); and 
b. Removing and reserving paragraph (c)(11).   
The revisions read as follows:  
§232.101 Mandated electronic submissions and exceptions. 
(a)          *          *          *          
(1)          *          *          *          
(iv)       Documents filed with the Commission pursuant to sections 8, 17, 20, 23(c), 
24(b), 24(e), 24(f), and 30 of the Investment Company Act (15 U.S.C. 80a-8, 80a-17, 80a-20, 
80a-23(c), 80a-24(b), 80a-24(e), 80a-24(f), and 80a-29) and any application for an order under 
any section of the Investment Company Act (15 U.S. C. 80a-1 et seq.)
;  
(v)       Documents relating to offerings exempt from registration under the Securities Act 
filed with the Commission pursuant to Regulation E (§§230.601 - 230.610a of this chapter); 
* * *     * *             
(2)  The following amendments to filings and applications, including any related 
correspondence and supplemental information except as otherwise provided, shall be submitted 
as follows: 
(i)  Any amendment to a filing or application submitted by or relating to a registrant or an 
applicant that is required to file electronically, including any amendment to a paper filing or 
application, shall be submitted in electronic format; 

 
 
39
* * * * *         
(3) Supplemental information, including documents related to applications under any 
section of the Investment Company Act, shall be submitted in electronic format except as 
provided in paragraph (c)(2) of this section. * * * 
* * *     * *             
(c) *        * * 
(6) Except as provided in paragraph (a)(1)(v) of this section, filings relating to 
offerings exempt from registration under the Securities Act, including filings made pursuant to 
Regulation A (§§230.251 - 230.263 of this chapter) and Regulation D (§§230.501 - 230.506 of 
this chapter), as well as filings on Form 144 (§§239.144 of this chapter) where the issuer of the 
securities is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act 
(15 U.S.C. 78m or 78o(d), respectively); 
*          *          *          *          *          
            3.            Amend            §232.201 by revising paragraph (a).  
§232.201 Temporary hardship exemption. 
 (a)   If an electronic filer experiences unanticipated technical difficulties preventing 
the timely preparation and submission of an electronic filing other than a Form 3 (§249.103 of 
this chapter), a Form 4 (§249.104 of this chapter), a Form 5 (§249.105 of this chapter),  a Form 
ID (§§239.63, 249.446, 269.7 and 274.402 of this chapter), a Form TA–1 (§249.100 of this 
chapter), a Form TA–2 (§249.102 of this chapter), a Form TA–W (§249.101 of this chapter), or 
an application for an order under any section of the Investment Company Act (15 U.S.C. 80a–1 
et
 seq.), the electronic filer may file the subject filing, under cover of Form TH (§§239.65, 

 
 
40
249.447, 269.10 and 274.404 of this chapter), in paper format no later than one business day 
after the date on which the filing was to be made.  
*    *    *    *    * 
  
PART 270 --  RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940 
 4. The authority citation for Part 270 continues to read in part as follows: 
 Authority:  15 U.S.C. 80a-1 et
 seq., 80a-34(d), 80a-37, and 80a-39, unless otherwise 
noted. 
 *    *    *    *    * 
 5. Amend §270.0-2 by:  
 a. Removing the authority citation following the section; 
b. Removing the last sentence in paragraph (b): 
c. Revising paragraph (d);  
d. Removing paragraph (g); and  
e. Redesignating paragraph (h) as paragraph (g).   
The revision reads as follows:  
§ 270.0-2 General requirements of papers and applications 
 *    *    *    *    * 
 
            (d)            Verification of applications and statements of fact
.  Every application for an order 
under any provision of the Act, for which a form with instructions is not specifically prescribed 
and every amendment to such application, and every statement of fact formally filed in support 

 
 
41
of, or in opposition to, any application or declaration shall be verified by the person executing 
the same.  An instrument executed on behalf of a corporation shall be verified in substantially the 
following form, but suitable changes may be made in such form for other kinds of companies 
and for individuals:   
 The undersigned states that he or she has duly executed the attached _________ dated  
____, 20 ___  for and on behalf of _(name of company)            
; that he or she is __(title of 
officer)___  of such company; and that all action by stockholders, directors, and other bodies 
necessary to authorize the undersigned to execute and file such instrument has been taken.  The 
undersigned further states that he or she is familiar with such instrument, and the contents 
thereof, and that the facts therein set forth are true to the best of his or her knowledge, 
information and belief. 
                                                                                                                        _____________            
           (Signature)  
 *    *    *    *    * 
 By the Commission. 
 
        Nancy M. Morris 
        Secretary 
 
 
Dated:  November 1, 2007 
 

SECURITIES AND EXCHANGE COMMISSION       

17 CFR Parts 232 and 270 

[Release Nos. 33-8859; 34-56732;  IC-28042 File No. S7-25-07] 

RIN 3235-AJ81 

Rulemaking for EDGAR System; Mandatory Electronic Submission of Applications for 
Orders under the Investment Company Act and Filings Made Pursuant to Regulation E 
 
AGENCY:  Securities and Exchange Commission. 

ACTION:  Proposed rule. 

SUMMARY:  We propose several amendments to rules regarding our Electronic Data 

Gathering, Analysis, and Retrieval (EDGAR) system.  Specifically, we propose to amend our 

rules to make mandatory the electronic submission on EDGAR of applications for orders under 

any section of the Investment Company Act of 1940 (“Investment Company Act”) and 

Regulation E filings of small business investment companies and business development 

companies.  We also propose to amend the electronic filing rules to make the temporary hardship 

exemption unavailable for submission of applications under the Investment Company Act.  

Finally, we propose amendments to Rule 0-2 under the Investment Company Act that would 

eliminate the requirement that certain documents accompanying an application be notarized and 

the requirement that applicants submit a draft notice as an exhibit to an application.  

DATES:  Comments should be submitted on or before December 14, 2007. 

ADDRESSES:   Comments may be submitted by any of the following methods: 

Electronic comments: 

• Use the Commission’s Internet comment form (http://www.sec.gov/rules/proposed); or  

• Send an e-mail to [email protected].  Please include File Number S7-25-07 on the 

subject line; or 



 
 

2

• Use the Federal eRulemaking Portal (http://www.regulations.gov).  Follow the 

instructions for submitting comments. 

Paper comments: 

• Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and 

Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.   

All submissions should refer to File Number S7-25-07.  This file number should be included on 

the subject line if e-mail is used.  To help us process and review your comments more efficiently, 

please use only one method.  The Commission will post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/rules/proposed.shtml).  Comments are also available for 

public inspection and copying in the Commission’s Public Reference Room, 100 F Street, NE, 

Washington, DC 20549, on official business days between the hours of 10:00 am and 3:00 pm.  

All comments received will be posted without change; we do not edit personal identifying 

information from submissions.  You should submit only information that you wish to make 

available publicly. 

FOR FURTHER INFORMATION CONTACT:  If you have questions about the proposed 

rules, please contact one of the following members of our staff in the Division of Investment 

Management, at the Securities and Exchange Commission, 100 F Street NE, Washington, DC  

20549-0506: in the Office of Legal and Disclosure, Ruth Armfield Sanders, Senior Special 

Counsel (EDGAR), at (202) 551-6989; in the Office of Investment Company Regulation, Nadya 

Roytblat, Assistant Director, at (202) 551-6821; or, in the Office of Insurance Products, Keith 

Carpenter, Senior Special Counsel, at (202) 551-6766; for technical questions relating to the 



 
 

3

ny Act.2 

                                                          

EDGAR system, in the Office of Information Technology, Richard D. Heroux,  EDGAR 

Program Manager, at (202) 551-8168. 

SUPPLEMENTARY INFORMATION: 

 The Securities and Exchange Commission (“Commission”) is proposing for comment  

amendments to Rules 101 and 201 of Regulation S-T1 relating to electronic filing on the 

EDGAR system and to Rule 0-2 under the Investment Compa

 I.  BACKGROUND 

 Recently, we initiated a series of amendments to keep EDGAR current technologically 

and to make it more useful to the investing public and Commission staff.  In April 2000, we 

adopted rule and form amendments in connection with the modernization of EDGAR.3   In the 

modernization proposing release, we noted that, as the use of electronic databases grows, it 

becomes increasingly important for members of the public to have electronic access to our 

filings.  We also stated that we were contemplating future rulemaking to bring more of our 

filings into the EDGAR system on a mandatory basis.  In May 2002, we adopted rules requiring 

foreign private issuers and foreign governments to file most of their documents electronically.4   

In May 2003, we adopted rules requiring electronic filing of beneficial ownership reports filed 

 
1   17 CFR 232.101 and 232.201. 
 
2  17 CFR 270.0-2.  
 
3   See Rulemaking for EDGAR System, Release No. 33-7855 (Apr. 27, 2000) [65 FR 24788] (the 

modernization adopting release).  See also Release No. 33-7803 (Mar. 3, 2000) [65 FR 11507] 
(the modernization proposing release). 

 
4   See Mandated EDGAR Filing for Foreign Issuers, Release No. 33-8099 (May 14, 2002) [67 FR 

36678]. 
 



 
 

4

                                                          

by officers, directors and principal security holders under Section 16(a) 5 of the Securities 

Exchange Act of 1934 (“Exchange Act”).6  In July 2005, we adopted rules requiring certain 

open-end management investment companies and insurance company separate accounts to 

identify in their EDGAR submissions information relating to their series and classes (or 

contracts, in the case of separate accounts) and mandating that fidelity bonds filed under Section 

17(g)7 and sales literature filed with us under Section 24(b)8 be made by electronic submission 

on the EDGAR system.9  In December 2006, we adopted amendments to the rules and forms 

under Section 7A of the Exchange Act requiring that the forms filed with respect to transfer 

agent registration, annual reporting, and withdrawal from registration be filed with the 

Commission electronically on EDGAR. 10    

Today, we propose to require that applicants submit electronically on the EDGAR system 

their applications for orders under any section of the Investment Company Act (“applications”).  

We make this proposal to facilitate the efficient submission of applications by applicants, to 

enable the public to access them more quickly and search them more easily, and to improve the 

Commission’s ability to track and process such applications.  We also propose to make revisions 

 
5           15 U.S.C. 78p(a). 
 
6   See Mandated EDGAR Filing and Web Site Posting for Forms 3, 4 and 5, Release No. 33-8230 

(May 7, 2003) [68 FR 25788] (the EDGAR Section 16 release). 
 
7   15 U.S.C. 80a-17(g).  
  
8   15 U.S.C. 80a-24(b). 
 
9 See Rulemaking for EDGAR System, Release No. 33-8590 (July 18, 2005) [70 FR 43558 (July 

27, 2005)]. 
 
10 See Electronic Filing of Transfer Agent Forms, Release No. 34-54864 (Dec. 4, 2006) [71 FR 

74698 (Dec. 12, 2006)]. 



 
 

5

                                                                                                                                                            

to Rule 0-2 and related amendments to Regulation S-T, our electronic filing rules.  In addition, 

we are proposing to add Regulation E filings to the list of those that must be filed electronically 

through EDGAR. 

 II.  PROPOSED MANDATORY ELECTRONIC SUBMISSION OF 
       INVESTMENT COMPANY APPLICATIONS 
 

The rules under Regulation S-T currently provide that submissions for exemptive relief 

under any section of the Investment Company Act shall not be made in electronic format.11  The 

only applications under the Investment Company Act that are currently mandatory EDGAR  

submissions are applications for deregistration filed by investment companies.12   Applicants for 

orders under the Investment Company Act can include registered investment companies, 

affiliated persons of registered investment companies, and issuers seeking to avoid investment 

company status, among other entities.13  These applications are submitted in paper and currently 

are available only from the Commission’s public reference room or electronically from private 

services.  Private services usually charge fees for electronic copies of applications; also, there is 

a delay of about thirty days between the submission of applications to the Commission and their 

 
 
11  Current Rule 101(a)(1)(iv) and (c)(11) of Regulation S-T [17 CFR 232.101(a)(1)(iv) and (c)(11)]. 
   
12  These include applications and amendments submitted on Form N-8F [17 CFR 274.218] 

(EDGAR submission types N-8F and N-8F/A) and those submitted pursuant to Investment 
Company Act Rule 0-2 [17 CFR 270.0-2] (EDGAR submission types 40-8F-2 and 40-8F-2/A).  
See Release No. IC-23786 (Apr. 15, 1999) [76 19469 (Apr. 21, 1999]. 

 
13  There are several sections of the Investment Company Act pursuant to which entities may make 

applications for relief.  For example, Section 6(c) [15 U.S.C. 80a-6(c)] provides the Commission 
with authority to exempt persons, securities or transactions from any provision of the Investment 
Company Act, or the regulations thereunder, if and to the extent that such exemption is in the 
public interest and consistent with the protection of investors and the purposes fairly intended by 
the policy and provisions of the Investment Company Act. 

 

http://www.sec.gov/cgi-bin/goodbye.cgi?www.law.uc.edu/CCL/InvCoAct/sec6.html


 
 

6

                                                          

electronic availability from the private sources.   

We propose to amend certain provisions of Regulation S-T and Investment Company Act 

Rule 0-214  to require electronic filing on EDGAR for the submission of applications pursuant to 

Rule 0-2 under the Investment Company Act.  We propose to amend Rule 101(a)(1)(iv) of 

Regulation S-T to include within its mandatory electronic provisions any application for an order 

under any section of the Investment Company Act.15   

Regulation S-T requires the electronic filing of any amendments and related 

correspondence and supplemental information pertaining to a document that is the subject of 

mandated EDGAR submission.16  These requirements would also apply to persons who submit 

applications.17 

 We make this proposal, in light of the primary goals of the EDGAR system, to facilitate 

the rapid dissemination of financial and business information in connection with filings, 

including filings by investment companies.  Requiring these applications to be submitted 

electronically would benefit members of the investing public and the financial community by 

making information contained in these filings readily available to them and more easily 

 
14  Rule 0-2 is the Investment Company Act rule under which applications are submitted.   
 
15  See proposed amendment to Rule 101(a)(1)(iv) under Regulation S-T.   Paragraph (11) of Rule 

101(c) currently provides that filings under Section 6(c) of the Investment Company Act, i.e., 
applications for orders, be submitted in paper format only. We also propose to remove and 
reserve this paragraph. 

 
16  Regulation S-T Rule 101(a)(1) [17 CFR 232.101(a)(1)]. 
 
17  See proposed amendments to paragraphs (a)(2) and (3) of  Rule 101 of Regulation S-T.  Related 

correspondence and supplemental information are not automatically disseminated publicly 
through the EDGAR system but are immediately available to the Commission staff.   

 



 
 

7

                                                          

searchable. 18    In this age of information, we believe that filings and applications made with the 

Commission are more valuable to investors if they are available in electronic form and that 

adding applications to the EDGAR database would provide a more complete picture for the 

investing public.  We believe that the proposals would benefit the public by making the EDGAR 

page of our Web site a more comprehensive resource for most information on file with us related 

to the operation of investment companies.  

 As with other entities that make submissions on EDGAR, applicants would be subject to 

the provisions of Regulation S-T19 and the EDGAR Filer Manual.  Regulation S-T includes 

detailed rules concerning mandatory and permissive electronic EDGAR submissions; it also 

makes clear that requests for confidential treatment must be made in paper format.20  The 

regulation also covers such matters as providing for the override of formatting requirements 

applicable to paper submissions.21  The EDGAR Filer Manual contains detailed technical 

specifications concerning EDGAR submissions.  The Manual also provides technical guidance 

concerning how to commence submissions on EDGAR  by submitting Form ID to obtain a  

 
18  From time to time, an applicant may wish to submit an application for exemption under both the 

Investment Company Act and under the Investment Advisers Act [15 U.S.C. 80b-1 et seq.].  We 
are not proposing to require that Investment Advisers Act submissions be made on EDGAR.  
Under our proposal, any document that is intended as an application for an order under both the 
Investment Company Act and the Investment Advisers Act would need to be submitted separately 
under each Act. 

 
19  For a comprehensive discussion of Regulation S-T and electronic filing, see “Electronic Filing 

and the EDGAR System:  A Regulatory Overview,” available on the Commission’s Web site. 
 
20  See Rule 101 of Regulation S-T [17 CFR 232.101]. 
 
21  The paper formatting requirements continue to be applicable to paper submissions made pursuant 

to temporary and continuing hardship exemptions under Rules 201 and 202 of Regulation S-T [17 
CFR 232.201 and 202]. 

 



 
 

8

CIK22 and confidential access codes and how to maintain and update company data, e.g., how to 

change company names and contact information.23 

 One technical specification that the EDGAR Filer Manual includes is the electronic 

“submission type” for each submission made on EDGAR.  We expect that the EDGAR 

electronic submission types for applications would be designed to facilitate and expedite the 

review of these applications. 

 Currently, the applications submitted in paper typically reference the provisions of the 

Investment Company Act and of the rules and regulations under which the application is made. 24 

 Based on this information, our  filer support staff assign a paper “submission type” for our 

internal recordkeeping of the paper application on the EDGAR system.  We also disseminate this 

paper submission type,  which indicates that the paper application has been filed with us.  The 

current paper submission types for applications are the following:   40-APP, 40-6B, and 40-6C. 

We usually record paper applications under submission types 40-APP or 40-6C, except for those 

submitted by employees’ securities companies, for which we use submission type 40-6B. 

 Consistent with our proposal, we expect that the EDGAR Filer Manual and the 

EDGARLink software would provide for three EDGAR electronic submission types for 

applications:  40-APP, 40-OIP, and 40-6B.   Submission type 40-APP would be used for 

submissions typically processed by the Division’s Office of Investment Company Regulation; a 

                                                           
22  A filer’s CIK (or “central index key”) is a ten-digit number uniquely identifying that filer. 
 
23  We remind filers that, in the case of name changes, the changes must be made via the EDGAR 

filing Web site in advance; the new name would be reflected in the next EDGAR submission.  
The name on past submissions would not change.  The CIK and file number(s) of the company 
would provide a link to filings under the old name. 

 
24  See paragraph (e) of Investment Company Act Rule 0-2 [17 CFR 270.0-2]. 



 
 

9

                                                                                                                                                            

new submission type 40-OIP would be  used for submissions typically processed by the 

Division’s Office of Insurance Products.  We also would plan to use submission type 40-6B for 

employees’ securities company applications (also processed by the Office of Investment 

Company Regulation), since we have historically kept records for these applicants separately.   

We would discontinue use of the paper submission type 40-6C; applications formerly recorded 

under this submission type would be submitted as either 40-APP or 40-OIP, as appropriate. 

We anticipate that the EDGAR Filer Manual would provide guidance for applicants in 

choosing the correct submission type.  Most applications would be submitted under EDGAR 

submission type 40-APP, the submission type designated for the Office of Investment Company 

Regulation.  But, the following categories of applications would be transmitted under EDGAR 

submission type 40-OIP, the submission type for the Office of Insurance Products:  

(1) applications with regard to mixed and shared funding filed under Section 6(c) of the 
Investment Company Act, for exemptions from the provisions of Sections 9(a), 13(a), 
15(a) and 15(b) of the Investment Company Act, 25 and Rules 6e-2(b)(15) and 6e-
3(T)(b)(15); 26   

 
(2) applications relating to the recapture of bonus credits filed under Section 6(c) of the 

Investment Company Act for exemptions from the provisions of Sections 2(a)(32) and 
27(i)(2)(A) of the Investment Company Act27  and Rule 22c-128;  

 
(3) applications relating to the substitution of securities held by a variable insurance separate 

account filed under Section 26(c) of the Investment Company Act; 29 and  
 

 
25  15 U.S.C. 80a-9(a), 80a-13(a), 80a-15(a), 80a-15(b). 
 
26  17 CFR 270.6e-2(b)(15), 270.6e-3(T)(b)(15). 
 
27  15 U.S.C. 80a-2(a)(32), 80a-27(i)(2)(A). 
 
28  17 CFR 270.22c-1. 
 
29  15 U.S.C. 80a-26(c).   
 



 
 

10

 
(4) applications for approval of the terms of an exchange offer involving variable insurance 

contracts filed under Section 11(a) of the Investment Company Act. 30 
   
 We believe that these three submission types would facilitate and expedite the review of 

submissions.  Our internal system will be able to quickly route the application to the appropriate 

office.  If applicants have any questions as to the appropriate EDGAR submission type, we 

would encourage them to verify in advance the correct submission type so that the application 

can be routed automatically to the appropriate Office.  We would provide contact information in 

the EDGAR Filer Manual and on the Commission’s Web site so that, in case of doubt, applicants 

may contact the staff.  

 We request comment on whether these EDGAR submission types would be sufficient or 

whether other or additional submission types would be helpful to applicants or the public in 

connection with the submission of applications. 

 For applications with multiple co-applicants, the applicants would be able to submit the 

application with all co-applicants included in one submission.  The applicants would choose one 

applicant to list first as the “primary” co-applicant.  Then, they would include in the EDGAR 

template the information for all other co-applicants, i.e., the CIK of each co-applicant and, for 

amendments, file number of each co-applicant.  Applicants could be dropped from or added to an 

application with each amendment submission. 31  

                                                           
30  15 U.S.C. 80a-11(a). 
  
31  As is the case currently with paper applications, for each application, an applicant would receive 

a unique file number which would begin with the prefix “812,” or “813” in the case of 
applications made by employees’ securities companies.  As also is currently the case with paper 
filings, each co-applicant’s file number would be composed of the primary applicant’s file 
number with an appended two-digit suffix unique to that co-applicant.  Each applicant or co-
applicant would include this file number, in addition to its CIK, in the EDGAR template of all 



 
 

11

                                                                                                                                                            

 We expect that the internal EDGAR system would be enhanced to allow for the upload 

and public dissemination via the EDGAR system of notices and orders in connection with 

specific applications.   

 We request comment on the impact of our making the submission of requests for orders 

under the Investment Company Act mandatory electronic submissions.  Should we implement 

this rule?  We request comment on whether it would be burdensome for us to require applicants 

to submit applications electronically.  To which applications should the rule apply?  We ask 

commenters to address the issue of what the transition period should be for investment 

companies and other applicants to prepare for the mandatory electronic submission of these 

applications. 

 We ask commenters to provide detailed information on any difficulties and 

considerations unique to these proposed requirements.  In the event commenters believe that any 

aspect of the proposed requirements would be burdensome, we ask for specific details and 

alternative approaches. 

III. PROPOSED AMENDMENTS TO RULE 0-2 AND TO TEMPORARY 
HARDSHIP EXEMPTION OF REGULATION S-T 

            
Rule 0-2 currently requires that every application for an order for which a form is not 

specifically prescribed and which is executed by a corporation, partnership or other company and 

filed with the Commission contain a statement of the applicable provisions of the articles of 

incorporation, bylaws or similar documents, relating to the right of the person signing and filing 

such application to take such action on behalf of the applicant, and a statement that all such 

 
amendments to the application, which would also be required electronic submissions. 

 



 
 

12

                                                          

requirements have been complied with and that the person signing and filing the application is 

fully authorized to do so.   If such authorization is dependent on resolutions of stockholders, 

directors, or other bodies, such resolutions must be attached as an exhibit to or quoted in the 

application.  Any amendment to the application must contain a similar statement as to the 

applicability of the original statement of authorization.  When any application or amendment is 

signed by an agent or attorney, Rule 0-2 requires that the power of attorney evidencing his 

authority to sign shall state the basis for the agent’s authority and shall be filed with the 

Commission.  Every application subject to Rule 0-2 must be verified by the person executing the 

application by providing a notarized signature in substantially the form specified in the rule.  

Each application subject to Rule 0-2 must state the reasons why the applicant is deemed to be 

entitled to the action requested, the name and address of each applicant, and the name and 

address of any person to whom any questions regarding the application should be directed.  Rule 

0-2 requires that a proposed notice of the proceeding initiated by the filing of the application 

accompany each application as an exhibit and, if necessary, be modified to reflect any 

amendment to the application.  

We are proposing three amendments to Rule 0-2 governing the form of applications 

under the Investment Company Act.  First, we propose to eliminate the requirement to have 

verifications of  applications and statements of facts made in connection with applications 

notarized.32  We believe that this requirement is unnecessary in the context of an electronic 

filing. 33  Second, we propose to eliminate the requirement that applicants include draft notices as 

 
32  See Rule 0-2(d). 
 
33  Regulation S-T requires that each signatory to an electronic filing manually sign a signature page 



 
 

13

                                                                                                                                                            

exhibits to applications. 34   The staff has found these exhibits to be of limited value because the 

staff prefers to draft its own notices of applications.  Finally, we  also propose to amend Rule 0-2 

to remove the last sentence of paragraph (b), 35  which was added in the initial EDGAR 

rulemaking and would be inconsistent with mandatory electronic submission of applications on 

EDGAR. 36  We request comment on these proposed amendments.  Is there any reason we should 

retain the notary and draft notice requirements?   

 We are also proposing an amendment to Rule 201 of Regulation S-T.  Rules 201 and 

20237 of Regulation S-T address hardship exemptions from EDGAR filing requirements, and 

Rule 13(b) of Regulation S-T38 addresses the related issue of filing date adjustments.  

 A filer may obtain a temporary hardship exemption under Rule 201 if it experiences 

unanticipated technical difficulties that prevent the timely preparation and submission of an 

 
or other document authenticating, acknowledging or otherwise adopting his or her signature that 
appears in typed form in the electronic filing.  This document must be executed before or at the 
time the electronic filing is made, must be retained by the filer for a period of five years, and must 
be made available to the Commission upon request.  See Rule 302(b) of Regulation S-T [17 CFR 
232.302(b) ].  We believe that this requirement provides sufficient assurance of the legitimacy of 
signatures contained in the electronic filings so that notarization is unnecessary. 

 
34  See Rule 0-2(g).  
 
35  The last sentence of  Rule 0-2(b) currently reads as follows:  “Every application for an order 

under any provision of the Act and every amendment to such application shall be submitted to the 
Commission in paper only, whether or not the applicant is otherwise required to file in electronic 
format, unless instructions for electronic filing are included on the form, if any, prescribed for 
such application.  

 
36  See Rulemaking for EDGAR System – Investment Companies and Institutional Investment 

Managers, Release No. 33-6978 (Feb. 23, 1993) [58 FR 14848 (Mar. 18, 1993)]. 
 
37  17 CFR 232.202. 
 
38  17 CFR 232.13(b). 
 



 
 

14

                                                          

electronic filing by filing a properly legended paper copy39 of the filing under cover of Form 

TH.40  This process is self-executing.  A filer who files in paper under the temporary hardship 

exemption must submit an electronic format copy of the filed paper document within six 

business days of the filing of the paper format document. 41  

 A filer may apply for a continuing hardship exemption under Rule 202 if it cannot file all 

or part of a filing without undue burden or expense. 42 In contrast to the self-executing temporary 

hardship exemption process, a filer can obtain a continuing hardship exemption only by 

submitting a written application, upon which the Commission, or Commission staff pursuant to 

delegated authority, must then act.  

 We are proposing to make the temporary hardship exemption unavailable for submission 

of  applications under the Investment Company Act. 43  We are proposing to amend Rule 201(a) 

of Regulation S-T to make temporary hardship exemptions unavailable for these submissions, 

since there is generally no submission exigency or submission deadline associated with these 

submissions.  An applicant would continue to have the ability to apply for a continuing hardship 

 
39  See 17 CFR 232.201(a). 
 
40  17 CFR 239.65, 249.447, 269.10,and 274.404. 
 
41  See 17 CFR 232.201(b). 
 
42  See 17 CFR 232.202(a). 
 
43  See proposed amendment to rule 201(a) of Regulation S-T.   
 
 We have previously made unavailable the ability for filers to use the temporary hardship 

exemption for EDGAR submissions of beneficial ownership reports filed by officers, directors 
and principal security holders under Section 16(a) of the Exchange Act [15 U.S.C. 78p(a)].  See 
Mandated EDGAR Filing and Web Site Posting for Forms 3, 4 and 5, Release No. 33-8230 (May 
7, 2003) [68 FR 25788]. 

 



 
 

15

                                                          

exemption under Rule 202 if it cannot submit all or part of an application without undue burden 

or expense. Also, while we would expect the circumstances and exercise to be rare, the staff 

could use its delegated authority to grant a filing date adjustment pursuant to Rule 13(b) of 

Regulation S-T [17 CFR 232.13(b)].  While we would not expect  an applicant to need a filing 

date adjustment in the context of an application, it would be available in the unlikely event it 

were needed.  We ask for comment on making the temporary hardship exemption unavailable for 

submission of applications for orders under the Investment Company Act.   

IV.  PROPOSED AMENDMENTS TO MANDATE THAT CERTAIN FILINGS 
OF SMALL BUSINESS INVESTMENT COMPANIES AND BUSINESS 
DEVELOPMENT COMPANIES BE MADE ELECTRONICALLY 

 
 Regulation E44 provides for the exemption from registration of  securities issued by small 

business investment companies registered under the Investment Company Act and business 

development companies regulated under that Act, subject to the terms and conditions of the 

regulation.  Rule 60445 of Regulation E requires the filing of notification on Form 1-E46  of sales 

of securities under Regulation E.  Rule 60747 of Regulation E requires the filing of sales material 

used in connection with the offering.  Rule 60948 of Regulation E requires the filing of reports of 

sales on Form 2-E.49     

 
44   17 CFR 230.601 to 610a. 
 
45   17 CFR 230.604. 
 
46   17 CFR  239.200. 
 
47   17 CFR 230.607. 
 
48   17 CFR 230.609. 
 
49   17 CFR  239.201. 
 



 
 

16

                                                          

Currently, these  companies must make most of their filings electronically on the 

EDGAR system.  However, they must make their Regulation E50 filings in paper.  Since these 

filers are already EDGAR filers and most would have available electronic copies of their Form 

1-E  (and any related sales material) 51 and Form 2-E, we believe that making these filings 

electronically on EDGAR would impose very little burden or cost on these companies.  We are 

therefore proposing to make these filings mandatory electronic submissions. 52  We  request 

comment on any burdens or costs that would result.  Is there any reason not to require that these 

submissions be made electronically on the EDGAR system? 

 V. GENERAL REQUEST FOR COMMENT 

 You are invited to submit written comments relating to the rule proposals set forth in this 

release.  We request comment not only on the specific issues we discuss in this release, but on 

any other approaches or issues that we should consider in connection with the submission of 

applications for orders and Regulation E filings on the EDGAR system.  We seek comment from 

any interested person, including those required to file information with us on the EDGAR 

system, as well as investors, disseminators of EDGAR data, EDGAR filing agents, and other 

members of the public who have access to and use information from the EDGAR system. 

 

 
50   17 CFR 230.601 to 610a. 
 
51   Requiring electronic filing on EDGAR of Rule 607 sales literature would be consistent with the 

current requirement to file electronically on EDGAR omitting prospectuses under Rule 482 of the 
Securities Act of 1933 (“Securities Act”) (referred to as “482 ads”) and sales literature under 
Section 24(b) of the Investment Company Act. 

 
52  See proposed amendments to paragraphs (a)(1)(v) and (c)(6) of  Rule 101 of Regulation 

S-T. 



 
 

17

                                                                                                                                                            

 

 VI. COST-BENEFIT ANALYSIS 

 We are sensitive to the costs and burdens of our rules.  The rules we are proposing today 

would reflect the addition of applications under the Investment Company Act as mandatory 

electronic submissions on EDGAR.  In addition, the proposals would amend Rule 0-2 and make 

unavailable to applicants Regulation S-T’s provision for temporary hardship exemptions.  In 

addition, the proposals would add Regulation E filings to the list of those that must be filed 

electronically through EDGAR. 

 A.   Expected Benefits 

 We expect that the addition of applications under the Investment Company Act as 

mandatory electronic submissions on EDGAR would result in considerable benefits to the 

securities markets, investors, and other members of the public, by expanding the accessibility of 

information, and increasing the types of information, filed and made available for public review 

through the EDGAR system.  The primary goal of the EDGAR system since its inception has 

been to facilitate the rapid dissemination of financial and business information in connection 

with filings, including filings by investment companies.  The proposed amendments would 

benefit investors, financial analysts and others by increasing the efficiency of retrieving and 

disseminating these applications.  The mandated electronic transmission of these documents 

would enable the public to access them more quickly and search them more easily.  Instead of 

having to come in person or through an agent to the Commission's public reference room to 

conduct a search for a particular submission that is in paper or microfiche, the public would be 

 
 



 
 

18

able to find and review the application on any computer with an Internet connection by accessing 

the EDGAR system through the Commission's Web site or through a third party Web site that 

links to EDGAR.    The proposals would benefit the public by making the EDGAR page of our 

Web site a more comprehensive resource for most information on file with us related to the 

operation of investment companies.  A further benefit would be to ensure that all applications are 

available to the public free of charge on our Web site without the cost of paying a third party for 

a copy. 

 Persons who may consider requesting a hearing on an application on the basis of a notice 

would be able to more easily obtain the actual application so that they could better understand 

the legal issues.  We believe this would be a significant improvement in the applications process. 

  

 We also expect that applicants would benefit from the increased efficiencies in the filing 

process for these submissions resulting from the proposed amendments.  By electronically 

transmitting these documents directly to the Commission, applicants would avoid the 

uncertainties and delays that can occur with the manual delivery of paper documents; we believe 

that it would be a simpler and more efficient means to submit applications.  Applicants also 

would benefit from no longer having to submit multiple copies of paper documents to the 

Commission.   

Because the Commission's staff would be able to retrieve and analyze information 

contained in these submissions more readily than under our current paper system, mandated 

electronic submission of these documents should facilitate the staff's retrieval and review of a 

particular document.  Applicants and investors should benefit from increased efficiencies in the 



 
 

19

Commission's storage, retrieval, and analysis of these submissions which would result from the 

proposed amendments. 

We believe the proposal to amend Rule 0-2 would benefit applicants.  Removing the 

notarization requirement would remove a requirement from filers that is unnecessary, and  

removing the requirement to include a draft notice as an exhibit will result in a cost-savings to 

applicants.  And, we believe that making unavailable to applicants Regulation S-T’s Rule 201 

provision for temporary hardship exemptions would benefit applicants because applicants would 

not bear the cost of both submitting an application in paper and in electronic form as a 

confirming copy within 6 business days as required by the temporary hardship exemption rule.  

This is true in light of the fact that there is no deadline for the submission of an application.  

 We also expect that the addition of Regulation E filings as mandatory electronic 

submissions on EDGAR would result in benefits to the securities markets, investors, and other 

members of the public, by expanding the accessibility of information, and increasing the types of 

information, filed and made available for public review through the EDGAR system.  Requiring 

these Regulation E filings to be submitted on EDGAR would benefit members of the investing 

public and the financial community by making information contained in these Commission 

filings more easily searchable and readily available to them.  The proposals would result in the 

benefit to the public of the EDGAR page of our Web site being a comprehensive source from 

which to find filings of small business investment companies and business development 

companies. 

We also expect that Regulation E filers would benefit from the increased efficiencies in 

the filing process for these submissions resulting from the proposed amendments.  By 



 
 

20

electronically transmitting these documents directly to the Commission, these filers would avoid 

the uncertainties and delays that can occur with the manual delivery of paper documents; we 

believe that it would be a simpler and more efficient means to submit these Regulation E filings. 

 Regulation E filers also would benefit from no longer having to submit multiple copies of paper 

documents to the Commission. 

The proposed amendments would benefit investors, financial analysts and others by 

increasing the efficiency of retrieving and disseminating these filings.  The mandated electronic 

transmission of these documents would enable the public to access them more quickly. Instead of 

having to come in person or through an agent to the Commission's public reference room to 

conduct a search for a particular submission that is in paper or microfiche, the public would be 

able to find and review the filing on any computer with an Internet connection by accessing the 

EDGAR system through the Commission's Web site or through a third party Web site that links 

to EDGAR.  The proposed amendments would also enable financial analysts and others to 

retrieve, analyze and disseminate more rapidly this information. 

An investor would be able to more efficiently gather information of interest about  

Regulation E filers.  Also, Regulation E filers and investors should benefit from increased 

efficiencies in the Commission's storage, retrieval, and analysis of these submissions which 

would result from the proposed amendments.  Mandated EDGAR submission of these 

documents would result in their addition to the Commission's central electronic repository of 

filings that is free to anyone who has access to a computer linked to the Internet.  Because the 

Commission's staff would be able to retrieve and analyze information contained in these 

Regulation E submissions more readily than under our current paper system, mandated electronic21

                                                          

submission of these documents should facilitate the staff's retrieval and review of a particular 

document.   

In the Paperwork Reduction Act section we estimate that, if the proposed amendments 

are adopted, the total reduction in the burden would be approximately $52,550.  

B. Expected Costs 

We expect that, if adopted, the proposed amendments would result in some initial and 

ongoing costs to applicants. We also expect, however, that many applicants would not bear the 

full range of costs that would result from the amendments for the reasons described below.   

Initial costs are those associated with filing a Form ID in order to obtain the access codes needed 

to submit an application electronically and otherwise preparing to make an application 

submission. 53 
 
In order to file a Form ID, an applicant would need to learn the related electronic 

filing requirements, obtain access to a computer and the Internet, use the computer to access the 

Commission’s EDGAR Filer Management Web site, respond to Form ID’s information 

requirements and fax to the Commission a notarized authenticating document 

Ongoing costs are those associated with maintaining the framework developed through 

the initial costs (for example, updating information required by Form ID) and additional costs 

arising from each subsequent submission of an application.   

 
53  Applicants that already have EDGAR access codes would not need to file a Form ID.  As further 

discussed in Part IX, however, we assume that  a small number of applicants per year would not 
already have the codes. 

 



 
 

22

                                                          

We expect that the vast majority of applicants would need to incur few, if any, additional 

costs related to obtaining computer and Internet access.  We believe that the vast majority of 

applicants already would have access to a computer and the Internet.54 

  We expect no additional costs to applicants from our proposal to amend Rule 0-2.  We 

request comment on whether our proposed amendments to Rule 0-2 to remove the current 

requirements for notarization of the application and provision of a draft notice as an exhibit 

would result in any additional costs.  We expect no additional costs to applicants from our 

proposal to make unavailable to applicants Regulation S-T’s Rule 201 provision for temporary 

hardship exemption.  An applicant would still be able to request a continuing hardship exemption 

under Regulation S-T Rule 202 under appropriate circumstances.  

We believe that mandatory EDGAR submission of Regulation E filings would result in 

minimal cost to these filers.  For the following reasons, we also expect that Regulation E filers 

would not bear the full range of costs frequently associated with new electronic filing 

requirements.  Initial costs are those associated with the purchase of compatible computer 

equipment and software, including EDGAR software if obtained from a third-party vendor and 

not from the Commission's Web site.  Initial costs also include those resulting from the training 

of existing employees to be EDGAR proficient or the hiring of additional employees or agents 

that are already skilled in EDGAR processing.  Initial costs further include those associated with 

the formatting and transmission of an applicant’s first document submitted on EDGAR. These 

 
54  An applicant that did not already own a computer with Internet access could, for example, go to a 

public library to use its computer and obtain Internet access.  
 



 
 

23

transmission costs may include those related to subscribing to an Internet service provider.  

Regulation E filers already file on EDGAR and would have minimal or no initial costs. 

Ongoing costs are those associated with the electronic formatting and transmission of 

subsequent EDGAR filings.  Regulation E filers may also incur future costs resulting from the 

training or hiring of employees regarding updated EDGAR filing requirements.  The magnitude 

of these costs would depend on the filers’ levels of technological proficiency and their previous 

familiarity with EDGAR filing requirements.  Regulation E filers would incur the ongoing costs 

associated with formatting and transmitting their subsequent EDGAR filings.  Consequently, the 

mandated EDGAR requirements should result only in costs related primarily to the electronic 

formatting of these documents in a format compatible with EDGAR, and transmission of the 

EDGAR formatted documents to the Commission.  In any event, we believe that any costs for 

transmission, formatting, and education would be comparable to savings from not having to 

incur similar costs related to paper submissions. 

C. Comment Solicited 

We solicit comment on the costs and benefits of the proposed amendments. We request 

your views on the costs and benefits described above as well as on any other costs and benefits 

that could result from adoption of these proposals.  Please identify any costs or benefits 

associated with the rule proposal for the mandatory electronic submission of applications (and 

related proposed amendments to Investment Company Act Rule 0-2 and Rule 201 of Regulation 

S-T) and Regulation E filings  and any impact that the rule proposals may have on the ease of 

locating and using EDGAR data.  How much, if any, expense would be avoided with the 

removal of the notary and draft notice requirements?  What are the benefits that investors, 



 
 

24

                                                          

financial analysts, other members of the financial community, applicants, and small business 

investment company and business development company Regulation E filers should realize from 

these proposals?  Would the proposed amendments help an investor to gather information about 

an applicant and its operations?  What are the likely expected initial and ongoing costs of  these 

added categories of mandated EDGAR submissions?  Are there costs in addition to those 

discussed above?  Are there unidentified costs associated with any of the proposed amendments 

and, if so, what are they? 

We encourage commenters to identify any costs or benefits associated with the rule 

proposals.  We also request data to quantify the costs and the benefits identified. 

VII. BURDEN ON COMPETITION; PROMOTION OF EFFICIENCY, 
COMPETITION, AND CAPITAL FORMATION  

 
 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,55 Section 3(f) of the Exchange Act,56 and Section 2(c)57 of the 

Investment Company Act require us, when engaging in rulemaking, and considering or 

determining whether an action is necessary or appropriate in the public interest, to consider 

whether the action would promote efficiency, competition, and capital formation.  In compliance 

with our responsibilities under these sections, we request comment on whether the proposals, if 

adopted, would burden competition and whether they would promote efficiency, competition, 

 
55    15 U.S.C. 77b(b). 
 
56    15 U.S.C. 78c(f). 
 
57    15 U.S.C. 80a-2(c). 
 



 
 

25

and capital formation.  We encourage commenters to provide empirical data or other facts to 

support their views. 

 The proposed amendments regarding mandated electronic filing of applications and the 

related amendments to Rule 0-2 and Regulation S-T’s Rule 201 are intended to simplify the 

requirements for submitting applications and facilitate more efficient transmission, analysis, 

storage and retrieval of information.  This should improve the accessibility and usefulness of 

information available to all applicants and the public, including those wishing to request a 

hearing on an application.  It may make the investment products offered by applicants more 

competitive, since all applicants would have ready access to the applications of others.  The 

proposed rules would also improve the accessibility of information available to the public about 

the operation of investment companies and improve investors' ability to make informed 

investment decisions.  We believe the proposed amendments would not impose a burden on 

competition and would not have an adverse impact on capital formation.  The proposed 

amendments regarding mandated electronic filings under Regulation E by small business 

investment companies and business development companies are intended to facilitate more 

efficient transmission, analysis, storage and retrieval of information.  This should improve the 

accessibility and usefulness of information available for use by filers, investors, and the public.  

It may make the investment products offered by filers more competitive, since all filers would 

have immediate on-line access to Regulation E filings of their competitors.  We believe that the 

proposed rules would also improve the accessibility of information available to the public about 

the operation of small business investment companies and business development companies and 

thereby  improve investors' ability to make informed investment decisions.  We believe the 



 
 

26

proposed amendments would not impose a burden on competition and would not have an adverse 

impact on capital formation. 

We request comment on the impact the proposed rule would have on efficiency, 

competition and capital formation.  We request comment on whether the proposed amendments, 

if adopted, would impose a burden on competition and whether they would promote efficiency, 

competition, and capital formation.  We also request commenters to provide empirical data and 

other factual support for their views if possible. 

 VIII. INITIAL REGULATORY FLEXIBILITY ACT ANALYSIS 

 This Initial Regulatory Flexibility Act Analysis (Analysis) has been prepared in 

accordance with 5 U.S.C. 603.  It relates to our proposed amendments to add applications for 

orders under the Investment Company Act to the list of submissions that must be made 

electronically, including proposals to amend Rule 0-2 and make unavailable to applicants the 

provision for temporary hardship exemptions in Rule 201 of Regulation S-T, and to add 

Regulation E filings to the list of those that must be filed electronically through EDGAR. 

A. Reasons for, and Objectives of, Proposed Amendments 

 The proposals would require applications for orders under any section of the Investment 

Company Act to be submitted electronically on EDGAR.  The proposed amendments to Rule 0-2 

would remove the requirements for notarization and provision of a draft notice, and the proposed 

amendments to Rule 201 of Regulation S-T would make applications ineligible for temporary 

hardship exemptions.  We make these proposals because the absence of an electronic system for 

submitting applications for orders limits the usefulness of the information collected.  



 
 

27

The proposals would add Regulation E filings made by small business investment 

companies and business development companies to the list of those that must be filed 

electronically through EDGAR.  We also make this proposal because the absence of an 

electronic system for submitting Regulation E filings limits the usefulness of the information 

collected.   

B. Legal Basis 

 We are proposing amendments to Rules 101, and 201 of Regulation S-T and Rule 0-2 

under the Investment Company Act pursuant to authority set forth in Sections 6, 7, 8, 10 and 

19(a) of the Securities Act [15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a)], Sections 3, 12, 13, 14, 

15(d), 23(a) and 35A of the Exchange Act [15 U.S.C.78c, 78l, 78m, 78n, 78o(d), 78w(a), and 

78ll], and Sections 8, 30, 31 and 38 of the Investment Company Act [15 U.S.C. 80a-8, 80a-29, 

80a-30, and 80a-37]. 

C. Small Entities Subject to the Rule 

For purposes of the Regulatory Flexibility Act, an investment company is a small entity if 

it, together with other investment companies in the same group of related investment companies, 

has net assets of $50 million or less as of the end of its most recent fiscal year.58  Approximately 

164 registered investment companies meet this definition. 59  Approximately 51 business 

development companies may be considered small entities. 60  We estimate that few, if any, 

                                                           
58  Rule 0-10(a) under the Investment Company Act [17 CFR 240.0-10(a)].  
  
59         The estimated number of reporting investment companies that may be considered small entities is 

based on December 2006 data from the Commission’s EDGAR database and a third-party data 
provider. 

    
60          This estimate is based on analysis by the Division of Investment Management staff of information 



 
 

28

                                                                                                                                                            

separate accounts registered on Form N-3, N-4, or N-6 are small entities.61   

D. Reporting, Recordkeeping, and Other Compliance Requirements 

 The proposed amendments would require applicants to submit requests for orders and 

small business investment companies and business development companies to submit Regulation 

E filings electronically on the EDGAR system.  The Commission estimates some one-time 

formatting and ongoing burdens that would be imposed on all applicants and Regulation E filers, 

 including those that are small entities.  We note, however, that all Regulations E filers and many 

applicants currently make other filings on EDGAR.  Furthermore, we believe that non-

investment company applicants would have no greater burden than that of those filers of Section 

16 reports or Schedules 13D and 13G62  who would not otherwise make EDGAR filings and that 

the electronic submission should create only a de minimis burden.   

 There would be no change in reporting or recordkeeping requirements.  The proposed 

amendments to Rule 0-2 would reduce compliance requirements to the extent that they would 

remove the requirements for notarization of the application and provision of a draft notice with 

the application. 

 We solicit comment on the effect the proposed amendments would have on small entities. 

 
from databases compiled by third-party information providers, including Morningstar, Inc. and 
Lipper Inc. 

 
61         This estimate is based on figures compiled by the Division of Investment Management staff 

regarding separate accounts registered on Forms N-3, N-4, and N-6.  In determining whether an 
insurance company separate account is a small entity for purposes of the Regulatory Flexibility 
Act, the assets of insurance company separate accounts are aggregated with the assets of their 
sponsoring insurance companies.  Rule 0-10(b) under the Investment Company Act [17 CFR 
270.0-10(b)]. 

    
62          17 CFR 240.13d-101 and 13d-102. 
 



 
 

29

E. Duplicative, Overlapping or Conflicting Federal Rules 

 The Commission believes that there are no rules that duplicate, overlap, or conflict with 

the proposed amendments. 

F. Significant Alternatives 

 The Regulatory Flexibility Act directs us to consider significant alternatives that would 

accomplish our stated objectives, while minimizing any significant adverse impact on small 

entities.  In connection with the proposed amendments, the Commission considered the 

following alternatives:  (i) the establishment of differing compliance or reporting requirements or 

timetables that take into account the resources available to small entities; (ii) the clarification, 

consolidation, or simplification of compliance and reporting requirements under the proposed 

amendments for small entities; (iii) the use of performance rather than design standards; and (iv) 

an exemption from coverage of the proposed amendments, or any part thereof, for small entities.  

 The Commission believes at the present time that special compliance or reporting 

requirements for small entities, or an exemption from coverage for small entities, would not be 

appropriate or consistent with investor protection.  Different requirements for applicants or 

Regulation E filers that are small entities could make it more difficult for the public to locate 

Commission filings and disclosure documents for these applicants.  We believe it is important 

that the benefits resulting from the proposal be provided to the public for all applications and 

Regulation E filings, not just the ones from those that are not considered small entities. 

 We have endeavored throughout the proposed amendments to minimize the regulatory 

burden on all applicants and Regulation E filers, including small entities, while meeting our 

regulatory objectives.  Small entities should benefit from the Commission’s reasoned approach 



 
 

30

                                                          

to the proposed amendments to the same degree as others.  The Commission preliminarily 

believes that further clarification, consolidation, or simplification of the proposals for those that 

are small entities would be inconsistent with the Commission’s concern for investor protection.  

Further clarification, consolidation, or simplification of the proposals for those that are small 

entities would result in less information available for them.  Similarly, we preliminarily conclude 

that using performance rather than design standards would not be consistent with our statutory 

mandate of investor protection.  We believe that the standard provided in the proposal (EDGAR 

filing) is already sufficiently clear and appropriately simple.  A major goal of making these 

mandatory EDGAR submissions is a more complete and searchable EDGAR database of filings; 

we do not believe that there is a comparable performance standard that would achieve this goal. 

G. Solicitation of Comments 

 The Commission encourages the submission of written comments with respect to any 

aspect of this analysis.  Comment is specifically requested on the number of small entities that 

would be affected by the proposed amendments and the likely impact of the proposals on small 

entities.  Commenters are asked to describe the nature of any impact and provide empirical data 

supporting the extent of the impact.  These comments will be considered in the preparation of the 

Final Regulatory Flexibility Act Analysis if the proposed rule amendments are adopted, and will 

be placed in the same public file as comments on the proposal.   

 IX. PAPERWORK REDUCTION ACT   

The proposed rule amendments contain "collection of information" requirements within 

the meaning of the Paperwork Reduction Act of 1995 (“PRA”).63  We are submitting the 

 
63  44 U.S.C. 3501 et seq. 



 
 

31

                                                                                                                                                            

proposed collection of information to the Office of Management and Budget (“OMB”) for 

review in accordance with 44 U.S.C. 3507(d) and 5 CFR 1320.11. An agency may not conduct 

or sponsor, and a person is not required to respond to, a collection of information unless it 

displays a currently valid control number.  

A.  Rule 0-2 

The title for the collection of information is “General Requirements of Papers and 

Applications.”64  Provision of information under the rule is necessary to obtain a benefit.  The 

information is not kept confidential. Respondents to the collection are applying for orders of the 

Commission under the Investment Company Act.  Applicants for orders under the Investment 

Company Act can include registered investment companies, affiliated persons of registered 

investment companies, and issuers seeking to avoid investment company status, among other 

entities.65  The Commission uses the information required by rule 0-2 to decide whether the 

applicant should be deemed to be entitled to the action requested by the application.  The 

proposed amendments to rule 0-2 would eliminate the requirement to have verifications of 

applications and statements of facts made in connection with applications notarized66 and would 

 
 
64  Rule 0-2 is a collection of information currently in use without a control number.  We are 

submitting the rule to OMB for approval under the PRA. 
 
65  There are several sections of the Investment Company Act pursuant to which entities may make 

applications for relief.  Section 6(c) provides the Commission with authority to exempt persons, 
securities or transactions from any provision of the Investment Company Act, or the regulations 
thereunder, if and to the extent that such exemption is in the public interest and consistent with 
the protection of investors and the purposes fairly intended by the policy and provisions of the 
Investment Company Act. 

 
66  See Rule 0-2(d). 
 

http://www.sec.gov/cgi-bin/goodbye.cgi?www.law.uc.edu/CCL/InvCoAct/sec6.html


 
 

32

eliminate the requirement that applicants include draft notices as exhibits to applications.67 

Burden Estimate for Rule 0-2 

Applicants file applications as they deem necessary.  The Commission receives 

approximately 125 applications per year under the Investment Company Act of 1940.  Although 

each application typically is submitted on behalf of multiple entities, the entities in the vast 

majority of cases are related companies and are treated as a single applicant for purposes of this 

analysis.   

Much of the work of preparing an application is performed by outside counsel.    The cost 

outside counsel charges applicants depends on the complexity of the issues covered by the 

application and the time required for preparation.  Based on conversations with applicants and 

attorneys, the cost ranges from approximately $7,000 for preparing a well-precedented, routine 

application to approximately $80,000 to prepare a complex and/or novel application. We 

estimate that the Commission receives 20 of the most time-consuming applications annually, 80 

applications of medium difficulty, and 25 of the least difficult applications.  This distribution 

gives a total estimated annual cost burden to applicants of filing all applications of $5,255,000 

[(20x$80,000) + (80x$43,500) + (25x$7,000)]. 

In addition, based on conversations with applicants, we estimate that in-house counsel 

would spend from ten to fifty hours helping to draft and review an application.  We estimate a 

total annual hour burden to all respondents of 3,650 hours (50 hours x 20 applications) + (30 

hours x 80 applications) + (10 hours x 25 applications).  We are proposing to decrease the  

burden associated with the existing collection of information for Rule 0-2 to reflect the proposed 

                                                           
67  See Rule 0-2(g). 



 
 

33

amendments.  The proposed amendments to Rule 0-2 would, if adopted, eliminate the 

requirement to have verifications of applications and statements of facts made in connection with 

applications notarized.  The notary service would be provided by a secretary or similar 

administrative employee of the applicant or the outside counsel preparing the application and 

would represent a negligible cost or hour burden to the applicant, so elimination of the 

notarization requirement would not be likely to decrease the burden measurably.   

The proposed amendments would also eliminate the requirement that applicants include 

proposed notices as exhibits to applications.  A proposed notice is merely a summary of the 

statements in the application.  We estimate that preparation of the proposed notice by outside 

counsel represents approximately 1% of the cost of preparing an application.  Elimination of this 

requirement would reduce the estimated cost burden by approximately $52,550 (1% of 

$5,255,000).  The proposed amendments will not change the hour burden. 

If the proposed amendments are adopted, we estimate the total reduction in the burden 

would be approximately $52,550.  

B.  Regulation S-T 

         The title for the collection of information is “General Rules and Regulations for 

Electronic Filing.” (OMB Control No. 3235-0424).  The purpose of Regulation S-T is to 

implement the Commission’s EDGAR system.  The EDGAR system enables the Commission to 

receive, store, process and disseminate information filed with the Commission under the 

provisions of the federal securities laws.  The Commission’s forms and rules require filings that 

make information available to the investing public and that permit the Commission to verify 

compliance with the federal securities laws.  Electronic filing improves the availability to the 



 
 

34

public and to the Commission of information filed with the Commission.  Regulation S-T 

specifies the requirements that govern the electronic submission of documents to the 

Commission.  Provision of the information required by the Regulation is mandatory.  Responses 

are not kept confidential. 

  Burden Estimate for Regulation S-T   

 The proposed amendments to Regulation S-T would revise rule 101 under Regulation 

S-T to require electronic filing of applications for orders of the Commission under the 

Investment Company Act and of forms required by Regulation E under the Securities Act of 

1933.  The burden associated with the filing of applications under rule 0-2, as proposed to be 

amended, will be reflected in the collection of information entitled “General Requirements of 

Papers and Applications.”  We are not proposing to amend Regulation E.  The burden associated 

with the filing of documents required by Regulation E is reflected in the collections of 

information required by Regulation E, and will not change as a result of the proposed 

amendments to Regulation S-T.    

   We are also proposing to amend rule 201 under Regulation S-T, which governs 

temporary hardship exemptions from electronic filing.  Rule 201 is part of Regulation S-T and 

does not impose any burden on respondents separate from Regulation S-T.  The proposed 

amendments to rule 201 will not change the burden of Regulation S-T.  The Paperwork 

Reduction Act requires that we obtain OMB approval for a collection of information, whether 

the collection has a burden or not.  Regulation S-T is a collection of information with no burden 

to respondents. OMB requires us to assign a burden of one hour to Regulation S-T and to 

indicate that the Regulation has one respondent so the automated OMB system will be able to 



 
 

35

handle approval of the Regulation.  OMB has already approved a burden of one hour for one 

respondent to the Regulation.    

C. Form ID 

The Commission estimates that each year a small number of applicants would need to file 

a Form ID (OMB Control Number 3235-0328) with the Commission in order to gain access to 

EDGAR. Form ID is used to request the assignment of access codes to file on EDGAR.  Most 

applicants would not need to file a Form ID because any applicant that has made at least one 

filing with the Commission since 2002 has been entered into the EDGAR system by the 

Commission and would not need to file Form ID to file electronically on EDGAR.  However, 

applicants that have never made a filing with the Commission would need to file Form ID.   

The Commission estimates that it would receive approximately 10 Forms ID a year under 

the proposed amendments.  This number fits within the current number of  respondents that file a 

Form ID each year because the actual number of Forms ID the Commission receives is less than 

the current estimate. 

D.  Request for Comments  

Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits comments as to: (i) 

whether the proposed collections of information are necessary for the proper performance of the 

functions of the agency, including whether the information will have practical utility; (ii) the 

accuracy of the Commission’s estimate of the burden of the proposed collections of information; 

(iii) whether there are ways to enhance the quality, utility, and clarity of the information to be 

collected; and (iv) whether there are ways to minimize the burden of the collection of 

information on those who are to respond, including through the use of automated collection 



 
 

36

                                                          

techniques or other forms of information technology. 

The Commission has submitted the proposed collections of information to OMB for 

approval.  Persons submitting comments on the collection of information requirements should 

direct them to the Office of Management and Budget, Attention: Desk Officer for the Securities 

and Exchange Commission, Office of Information and Regulatory Affairs, Washington, DC 

20503, and should also send a copy of their comments to Nancy M. Morris, Secretary, Securities 

and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609, with reference to 

File No. S7-25-07.  Requests for materials submitted to OMB by the Commission with regard to 

these collections of information should be in writing, refer to File No. S7-25-07, and be 

submitted to the Securities and Exchange Commission, Public Reference Room, 100 F Street, 

NE, Washington, DC 20549.  As OMB is required to make a decision concerning the collections 

of information between 30 and 60 days after publication, a comment to OMB is best assured of 

having its full effect if OMB receives it within 30 days of publication.  

 X.      CONSIDERATION OF IMPACT ON THE ECONOMY 

 For purposes of the Small Business Regulatory Enforcement Fairness Act of 1996,68  a 

rule is “major” if it results or is likely to result in: 

• an annual effect on the economy of $100 million or more; 

• a major increase in costs or prices for consumers or individual industries; or 

• significant adverse effects on competition, investment, or innovation. 

 We request comment on and information regarding the potential impact of the proposed 

amendments on the economy on an annual basis.  In particular, comments should address 

 
68           Pub. L. No. 104-21, title II, 110 Stat. 857 (1996). 



 
 

37

whether the proposed changes, if adopted, would have a $100,000,000 annual effect on the 

economy, cause a major increase in costs or prices, or have a significant adverse effect on 

competition, investment, or innovation.  We request that commenters provide empirical data to 

support their views. 

 XI. STATUTORY BASIS 

 We propose the rule amendments outlined above under Sections 6, 7, 8, 10 and 19(a) of 

the Securities Act [15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a)], Sections 3, 12, 13, 14, 15(d), 23(a) 

and 35A of the Exchange Act [15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 78w(a), and 78ll], and 

Sections 8, 30, 31 and 38 of the Investment Company Act [15 U.S.C. 80a-8, 80a-29, 80a-30, and 

80a-37]. 

List of Subjects 

17 CFR Part 232 

 Reporting and recordkeeping requirements, Securities. 

17 CFR Part 270 

 Investment companies, Reporting and recordkeeping requirements, Securities. 

TEXT OF THE PROPOSED RULE AMENDMENTS 

 In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations 

is proposed to be amended as follows. 

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

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

Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 

78w(a), 78ll (d), 80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350. 

http://www.lexis.com/research/buttonTFLink?_m=02502c013410f607d55f0c976ce46d4e&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b71%20FR%207678%5d%5d%3e%3c%2fcite%3e&_butType=4&_butStat=0&_butNum=2&_butInline=1&_butinfo=15%20USC%2077F&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVlz-zSkAB&_md5=66f0b3cfcb90abe1939eb51ec3316d44
http://www.lexis.com/research/buttonTFLink?_m=02502c013410f607d55f0c976ce46d4e&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b71%20FR%207678%5d%5d%3e%3c%2fcite%3e&_butType=4&_butStat=0&_butNum=3&_butInline=1&_butinfo=18%20USC%201350&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVlz-zSkAB&_md5=de0c56dfeb6dd18acc426f41fc0048f4


 
 

38

* * * * * 

2. Section 232.101 is amended by: 

a. Revising paragraphs (a)(1)(iv) and (v), the introductory text of paragraph (a)(2), 

paragraph (a)(2)(i), the first sentence of paragraph (a)(3), and paragraph (c)(6); and 

b. Removing and reserving paragraph (c)(11).   

The revisions read as follows:  

§232.101 Mandated electronic submissions and exceptions. 

(a) * * * 

(1) * * * 

(iv)       Documents filed with the Commission pursuant to sections 8, 17, 20, 23(c), 

24(b), 24(e), 24(f), and 30 of the Investment Company Act (15 U.S.C. 80a-8, 80a-17, 80a-20, 

80a-23(c), 80a-24(b), 80a-24(e), 80a-24(f), and 80a-29) and any application for an order under 

any section of the Investment Company Act (15 U.S. C. 80a-1 et seq.);  

(v)       Documents relating to offerings exempt from registration under the Securities Act 

filed with the Commission pursuant to Regulation E (§§230.601 - 230.610a of this chapter); 

* * *     * *             

(2)  The following amendments to filings and applications, including any related 

correspondence and supplemental information except as otherwise provided, shall be submitted 

as follows: 

(i)  Any amendment to a filing or application submitted by or relating to a registrant or an 

applicant that is required to file electronically, including any amendment to a paper filing or 

application, shall be submitted in electronic format; 

http://www.law.uc.edu/CCL/33ActRls/regA.html
http://www.law.uc.edu/CCL/33ActRls/regE.html


 
 

39

* * * * *         

(3) Supplemental information, including documents related to applications under any 

section of the Investment Company Act, shall be submitted in electronic format except as 

provided in paragraph (c)(2) of this section. * * * 

* * *     * *             

(c) *     * * 

(6) Except as provided in paragraph (a)(1)(v) of this section, filings relating to 

offerings exempt from registration under the Securities Act, including filings made pursuant to 

Regulation A (§§230.251 - 230.263 of this chapter) and Regulation D (§§230.501 - 230.506 of 

this chapter), as well as filings on Form 144 (§§239.144 of this chapter) where the issuer of the 

securities is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act 

(15 U.S.C. 78m or 78o(d), respectively); 

* * * * * 

 3. Amend §232.201 by revising paragraph (a).  

§232.201 Temporary hardship exemption. 

 (a)   If an electronic filer experiences unanticipated technical difficulties preventing 

the timely preparation and submission of an electronic filing other than a Form 3 (§249.103 of 

this chapter), a Form 4 (§249.104 of this chapter), a Form 5 (§249.105 of this chapter),  a Form 

ID (§§239.63, 249.446, 269.7 and 274.402 of this chapter), a Form TA–1 (§249.100 of this 

chapter), a Form TA–2 (§249.102 of this chapter), a Form TA–W (§249.101 of this chapter), or 

an application for an order under any section of the Investment Company Act (15 U.S.C. 80a–1 

et seq.), the electronic filer may file the subject filing, under cover of Form TH (§§239.65, 

http://www.law.uc.edu/CCL/33ActRls/regA.html
http://www.law.uc.edu/CCL/33ActRls/regD.html
http://www.law.uc.edu/CCL/33forms/form144.html
http://www.law.uc.edu/CCL/34Act/sec13.html
http://www.law.uc.edu/CCL/34Act/sec15.html#d


 
 

40

249.447, 269.10 and 274.404 of this chapter), in paper format no later than one business day 

after the date on which the filing was to be made.  

*    *    *    *    * 

  

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

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

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

noted. 

 *    *    *    *    * 

 5. Amend §270.0-2 by:  

 a. Removing the authority citation following the section; 

b. Removing the last sentence in paragraph (b): 

c. Revising paragraph (d);  

d. Removing paragraph (g); and  

e. Redesignating paragraph (h) as paragraph (g).   

The revision reads as follows:  

§ 270.0-2 General requirements of papers and applications 

 *    *    *    *    * 

 

 (d) Verification of applications and statements of fact.  Every application for an order 

under any provision of the Act, for which a form with instructions is not specifically prescribed 

and every amendment to such application, and every statement of fact formally filed in support41

of, or in opposition to, any application or declaration shall be verified by the person executing 

the same.  An instrument executed on behalf of a corporation shall be verified in substantially the 

following form, but suitable changes may be made in such form for other kinds of companies 

and for individuals:   

 The undersigned states that he or she has duly executed the attached _________ dated  

____, 20 ___  for and on behalf of _(name of company)            ; that he or she is __(title of 

officer)___  of such company; and that all action by stockholders, directors, and other bodies 

necessary to authorize the undersigned to execute and file such instrument has been taken.  The 

undersigned further states that he or she is familiar with such instrument, and the contents 

thereof, and that the facts therein set forth are true to the best of his or her knowledge, 

information and belief. 

          _____________ 

           (Signature)  

 *    *    *    *    * 

 By the Commission. 

 
        Nancy M. Morris 
        Secretary 
 
 
Dated:  November 1, 2007