[Federal Register: November 9, 2007 (Volume 72, Number 217)]
[Proposed Rules]
[Page 63513-63523]
[DOCID:fr09no07-23]

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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.

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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_ADDRESS>Please include

File Number S7-25-07 on the subject line; or
     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 a.m. and 3
p.m. 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<PHONE_NUMBER>; 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<PHONE_NUMBER>; for technical questions relating to
the EDGAR system, in the Office of Information Technology, Richard D.
Heroux, EDGAR Program Manager, at<PHONE_NUMBER>.

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 Company Act.\2\
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    \1\ 17 CFR 232.101 and 232.201.
    \2\ 17 CFR 270.0-2.
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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 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\
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    \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].
    \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)].
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    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 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 electronic
availability from the private sources.
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    \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.
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    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\
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    \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.
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    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\
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    \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.
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    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 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.
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    \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.
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    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 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\
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    \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].
    \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.
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    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.
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    \24\ See paragraph (e) of Investment Company Act Rule 0-2 [17
CFR 270.0-2].
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    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
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\
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    \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).
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    (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\;
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    \27\ 15 U.S.C. 80a-2(a)(32), 80a-27(i)(2)(A).
    \28\ 17 CFR 270.22c-1.
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    (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
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    \29\ 15 U.S.C. 80a-26(c).
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    (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\
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    \30\ 15 U.S.C. 80a-11(a).

    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\
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    \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 amendments to the
application, which would also be required electronic submissions.
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    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 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 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?
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    \32\ See Rule 0-2(d).
    \33\ Regulation S-T requires that each signatory to an
electronic filing manually sign a signature page 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)].
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    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.
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    \37\ 17 CFR 232.202.
    \38\ 17 CFR 232.13(b).
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    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 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\
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    \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).
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    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.
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    \42\ See 17 CFR 232.202(a).
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    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 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.
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    \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].
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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\
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    \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.
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    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?
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    \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.
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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.

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 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 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 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 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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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
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, 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, and capital formation. We encourage commenters to provide
empirical data or other facts to support their views.
---------------------------------------------------------------------------

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

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

    \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 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)].
---------------------------------------------------------------------------

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 Regulation 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.
---------------------------------------------------------------------------

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

    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.

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
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 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.
---------------------------------------------------------------------------

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

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 eliminate the
requirement that applicants include draft notices as exhibits to
applications.\67\
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    \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).
    \67\ See Rule 0-2(g).
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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 [(20 x $80,000) + (80 x $43,500) + (25 x $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
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 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 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
Form IDs a year under the proposed amendments. This number fits within
the current number of respondents that file a Form IDs 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 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:
---------------------------------------------------------------------------

    \68\ Pub. L. 104-21, title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

     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 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.
* * * * *

    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:

Sec.  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
(Sec. Sec.  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;
* * * * *
    (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
(Sec. Sec.  230.251-230.263 of this chapter) and Regulation D
(Sec. Sec.  230.501-230.506 of this chapter), as well as filings on
Form 144 (Sec. Sec.  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 Sec.  232.201 by revising paragraph (a) introductory text.

Sec.  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 (Sec.  249.103 of this chapter),
a Form 4 (Sec.  249.104 of this chapter), a Form 5 (Sec.  249.105 of
this chapter), a Form ID (Sec. Sec.  239.63, 249.446, 269.7 and 274.402
of this chapter), a Form TA-1 (Sec.  249.100 of this chapter), a Form
TA-2 (Sec.  249.102 of this chapter), a Form TA-W (Sec.  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 (Sec. Sec.  239.65,
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 Sec.  270.0-2 by:
    a. Removing the last sentence in paragraph (b);
    b. Revising paragraph (d);
    c. Removing paragraph (g);
    d. Redesignating paragraph (h) as paragraph (g); and
    e. Removing the authority citation following the section.
    The revision reads as follows:

Sec.  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 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.

[emsp0]----------------------------------------------------------------

(Signature)
* * * * *

    By the Commission.

     Dated: November 1, 2007.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-21911 Filed 11-8-07; 8:45 am]

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[Federal Register: August 22, 2007 (Volume 72, Number 162)]
[Notices]
[Page 46985]
[DOCID:fr22au07-84]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP06-614-003]

Transwestern Pipeline Company, LLC; Notice of Compliance Filing

August 15, 2007.
    Take notice that on August 3, 2007, Transwestern Pipeline Company,
LLC (Transwestern) tendered for filing as part of its FERC Gas Tariff,
Third Revised Volume No. 1, the tariff sheets in Appendix A attached to
the filing to become effective August 1, 2007.
    Transwestern states that the filing is being made in compliance
with the February 1, 2007 Stipulation and Agreement in the above
referenced proceedings, as approved by Commission order dated June 26,
2007.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed in accordance with the provisions of Section 154.210 of
the Commission's regulations (18 CFR 154.210). Anyone filing a protest
must serve a copy of that document on all the parties to the
proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons

unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Kimberly D. Bose,
Secretary.
 [FR Doc. E7-16511 Filed 8-21-07; 8:45 am]

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