HARDSHIP EXEMPTIONS

232.201 Temporary hardship exemption. 232.202 Continuing hardship exemption. PREPARATION OF ELECTRONIC SUBMISSIONS 232.301 EDGAR Filer Manual. 232.302 Signatures.

232.303 Incorporation by reference. 232.304 Graphic, image and audio material. 232.305 Number of characters per line; tabular and columnar information. 232.306 Foreign language documents and symbols.

232.307 Bold face type.

232.308 Type size and font; legibility. 232.309 Paper size; binding; sequential numbering; number of copies. 232.310 Marking changed material. 232.311 Documents submitted in paper under cover of Form SE.

232.501 Modular submissions and segmented filings.

FOREIGN PRIVATE ISSUERS AND FOREIGN GOVERNMENTS

232.600 [Reserved]

232.601 Foreign private issuers and foreign governments.

232.602-232.903 [Reserved]

AUTHORITY: 15 U.S.C. 77f, 77g, 77h, 77j, 77s (a), 77sss(a), 78c(b), 781, 78m, 78n, 780(d), 78w(a), 7811(d), 79t(a), 80a-8, 80a-29, 80a-30 and 80a-37.

SOURCE: 58 FR 14670, Mar. 18, 1993, unless otherwise noted.

GENERAL

§ 232.10 Application of part 232.

(a) This part, in conjunction with the EDGAR Filer Manual and the electronic filing provisions of applicable rules, regulations and forms, shall govern the electronic submission of documents filed or otherwise submitted to the Commission and shall be controlling for an electronic format document in the manner and respects provided in this part.

(b) A Form ID (§§ 239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter), the uniform application for access codes to file on EDGAR, shall be filed by each registrant, third party, or agent prior to becoming subject to mandated electronic filing.

NOTE: The Commission strongly urges any person or entity about to become subject to the disclosure and filing requirements of the federal securities laws to submit a Form ID well in advance of the first required filing, including a registration statement relating to an initial public offering, in order to facilitate electronic filing on a timely basis.

[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8, 1997]

§ 232.11 Definition of terms used in part 232.

Unless otherwise specifically provided, the terms used in Regulation ST (part 232 of this chapter) have the same meanings as in the federal securities laws and the rules, regulations and forms promulgated thereunder. In addition, the following definitions of terms apply specifically to electronic format documents and shall apply wherever they appear in laws, rules, regulations and forms governing such documents, unless the context otherwise specifies:

(a) Business development company. The term business development company has the meaning set forth in section 2(a)(48) of the Investment Company Act.

(b) Direct transmission. The term direct transmission means the transmission of one or more electronic submissions via a telephonic communication session.

(c) EDGAR. The term EDGAR (Electronic Data Gathering, Analysis, and Retrieval) means the computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format.

(d) EDGAR Filer Manual. The term EDGAR Filer Manual means the current version of the manual prepared by the Commission setting out the technical format requirements for an electronic submission.

NOTE: See Rule 301 of Regulation S-T (§ 232.301).

(e) Electronic filer. The term electronic filer means a person or an entity that submits filings electronically pursuant to Rules 100 and 101 of Regulation S-T (§§ 232.100 and 232.101, respectively).

(f) Electronic filing. The term electronic filing means a document filed under the federal securities laws that is transmitted or delivered to the Commission in electronic format.

(g) Electronic format. The term electronic format means the computerized

format of a document prepared in accordance with the EDGAR Filer Manual.

(h) Electronic submission. The term electronic submission means any document, such as a filing, correspondence, or modular submission, or any discrete set of documents, transmitted or delivered to the Commission in electronic format.

(i) Exchange Act. The term Exchange Act means the Securities Exchange Act of 1934.

(j) Header information. The term header information means information designated by the EDGAR Filer Manual to precede the text of each electronic submission and document submitted therewith via EDGAR that identifies characteristics of the submission and documents in order to facilitate electronic processing by the EDGAR system.

(k) Investment Company Act. The term Investment Company Act means the Investment Company Act of 1940.

(1) Modular submission. The term modular submission means an electronic submission that contains one or more documents, or portions of a document, submitted for storage in the non-public EDGAR data storage area for purposes of subsequent inclusion in one or more electronic filings pursuant to Rule 501(a) of Regulation S-T (§ 232.501(a)).

(m) Official filing. The term official filing means any filing that is received and accepted by the Commission, regardless of filing medium.

(n) Original. The term original, when used or implied in the securities laws, rules, regulations or forms, includes the writing itself or any counterpart intended to have the same effect by a person executing or issuing it. If data are stored in a computer or similar device, any printout or other output readable by sight, shown to reflect the data accurately, is an original.

(0) Paper format. The term paper format means a paper document.

(p) Phase-in date. The term phase-in date means the date established by the Commission on and after which a registrant is required to submit filings electronically pursuant to Rule 101 of Regulation S-T (§ 232.101).

(q) Public Utility Act. The term Public Utility Act means the Public Utility Holding Company Act of 1935.

(r) Registrant. The term registrant means an issuer of securities for which a Securities Act registration statement is required to be filed and/or an issuer of securities with respect to which an Exchange Act registration statement or report is required to be filed and/or an investment company required to file an Investment Company Act registration statement or report.

(s) Securities Act. The term Securities Act means the Securities Act of 1933.

(t) Segmented Filing. The term segmented filing means an electronic format document assembled from segments previously submitted to the nonpublic EDGAR data storage for onetime inclusion in an electronic filing pursuant to Rule 501(b) of Regulation S-T (§ 232.501(b)).

(u) Tag. The term tag means an identifier that highlights specific information to EDGAR that is in the format required by the EDGAR Filer Manual.

(v) Third party filer. The term third party filer means any person or entity that files documents with the Commission with respect to another entity.

(w) Trust Indenture Act. The term Trust Indenture Act means the Trust Indenture Act of 1939.

[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8, 1997]

§ 232.12 Business hours of the Commission.

(a) General. The principal office of the Commission, at 450 Fifth Street, NW., Washington, DC 20549, is open each day, except Saturdays, Sundays, and federal holidays, from 9 a.m. to 5:30 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, provided that hours for the filing of documents pursuant to the Acts or the rules and regulations thereunder are as set forth in paragraphs (b) and (c) of this section.

(b) Submissions made in paper or on magnetic tape or diskette. Paper documents filed with or otherwise furnished to the Commission, as well as electronic filings and submissions on magnetic tape or diskette under cover of Form ET (§§ 239.62, 249.445, 259.601, 269.6 and 274.401 of this chapter), may be

submitted to the Commission each day, except Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect. Submissions on magnetic tape or diskette may be filed either at the address indicated in paragraph (a) of this section, or at the Commission's Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413.

(c) Submissions by Direct Transmission. Electronic filings and other documents may be submitted by direct transmission to the Commission each day, except Saturdays, Sundays and federal holidays, from 8 a.m. to 10 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect.

[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at 59 FR 67761, Dec. 30, 1994]

§ 232.13 Date of filing; adjustment of filing date.

(a) General. (1) Except as provided in paragraph (b) of this section, the business day on which a filing is received by the Commission shall be the date of filing thereof, if:

(i) All requirements of the Acts and rules applicable to such filing have been complied with;

(ii) The filing conforms to the applicable technical standards regarding electronic format in the EDGAR Filer Manual; and

(iii) With respect to Securities Act filings, including filings under section 24(f) of the Investment Company Act (15 U.S.C. 80a-24(f)), the required fee payment has been confirmed, provided that the failure to pay an insignificant amount of the fee at the time of the filing, as a result of a bona fide error, shall not affect the date of filing.

(2) If the conditions of paragraph (a)(1) of this section are otherwise satisfied, all filings submitted by direct transmission commencing on or before 5:30 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, shall be deemed filed on the same business day, and all filings submitted by direct transmission commencing after 5:30 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is

currently in effect, shall be deemed filed as of the next business day.

(3) Notwithstanding paragraph (a)(2) of this section, any registration statement or any post-effective amendment thereto filed pursuant to Rule 462(b) (§ 230.462(b) of this chapter) by direct transmission commending on or before 10 p.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in effect, shall be deemed filed on the same business day.

NOTE: Electronic filings that have an automatic or immediate effective date must be deemed filed, as provided in paragraph (a) of this section, before any waiting period for automatic effectiveness commences or before the filing becomes immediately effective, whichever applies.

(b) Adjustment of the filing date. If an electronic filer in good faith attempts to file a document with the Commission in a timely manner but the filing is delayed due to technical difficulties beyond the electronic filer's control, the electronic filer may request an adjustment of the filing date of such document. The Commission, or the staff acting pursuant to delegated authority, may grant the request if it appears that such adjustment is appropriate and consistent with the public interest and the protection of investors.

(c) Payment of fees. Fees required with respect to a filing that is submitted electronically shall be paid in accordance with the procedures set forth in Instructions for Filing FeesRule 3a of the Commission's Informal and Other Procedures (§ 202.3a of this chapter).

NOTE: All filing fees paid by electronic filers must be submitted to the lockbox depository, as provided in Rule 3a, including those pertaining to documents filed in paper pursuant to a hardship exemption.

(d) Where the Commission's rules, schedules and forms provide that a document may be "mailed for filing with the Commission" at the same time it is published, furnished, sent or given to security holders or others, an electronic filer may file the document with the Commission electronically before or on the date the document is published, furnished, sent or given, or if such publication or distribution does not occur on a business day of the Commission, as soon as practicable on

the next business day. Any associated time periods shall be calculated on the basis of the publication or distribution date (as applicable), and not on the basis of the date of filing.

[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67761, Dec. 30, 1994; 60 FR 26618, May 17, 1995; 62 FR 47938, Sept. 12, 1997]

§ 232.14 Paper filings not accepted without exemption.

The Commission will not accept in paper format any filing required to be submitted electronically under Rules 100 and 101 of Regulation S-T (§§ 232.100 and 232.101 respectively), unless the filing satisfies the requirements for a temporary or continuing hardship exemption under Rule 201 or 202 of Regulation S-T (§§ 232.201 or 232.202 respectively).

[62 FR 58649, Oct. 30, 1997]

ELECTRONIC FILING REQUIREMENTS

§ 232.100 Persons and entities subject to mandated electronic filing.

The following persons or entities shall be subject to the electronic filing requirements of this part 232:

(a) Registrants whose filings are subject to review by the Division of Corporation Finance, except for foreign private issuers and foreign governments;

(b) Registrants whose filings are subject to review by the Division of Investment Management; and

(c) Any party (including natural persons, foreign private issuers and foreign governments) that files a document jointly with, or as a third party filer with respect to, a registrant that is subject to mandated electronic filing requirements.

[62 FR 36456, July 8, 1997]