[Federal Register: October 17, 2008 (Volume 73, Number 202)]
[Rules and Regulations]
[Page 61678-61690]
[DOCID:fr17oc08-6]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 240 and 249

[Release No. 34-58785; File No. S7-31-08; October 15, 2008]
RIN 3235-AK23

Disclosure of Short Sales and Short Positions by Institutional
Investment Managers

AGENCY: Securities and Exchange Commission.

ACTION: Interim final temporary rule; Request for comments.

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SUMMARY: The Commission is adopting an interim final temporary rule
requiring certain institutional investment managers to file information
on Form SH concerning their short sales and positions of section 13(f)
securities, other than options. The new rule extends the reporting
requirements established by our Emergency Orders dated September 18,
2008, September 21, 2008 and October 2, 2008, with some modifications.
The extension will be effective until August 1, 2009. Consistent with
the Orders, the rule requires an institutional investment manager that
exercises investment discretion with respect to accounts holding
section 13(f) securities having an aggregate fair market value of at
least $100 million to file Form SH with the Commission following a
calendar week in which it effected a short sale in a section 13(f)
security, with some exceptions.

DATES: Effective Date: Sec. Sec.  240.10a-3T, 249.326T and temporary
Form SH are effective from October 18, 2008 until August 1, 2009.
    Compliance Dates: An institutional investment manager that is
required to file a Form SH report on October 24, 2008 or October 31,
2008, must comply with Rule 10a-3T, except that it:
     May exclude disclosure of short positions reflecting short
sales before September 22, 2008 from the Form SH report filed on either
or both of those dates. An institutional investment manager choosing to
exclude these short sales effected before September 22 is not required
to report short positions otherwise reportable if the short position in
the section 13(f) security constitutes less than one-quarter of one
percent of that class of the issuer's securities issued and outstanding
as reported on the issuer's most recent annual or quarterly report, and
any current report subsequent thereto, filed with the Commission
pursuant to the Securities Exchange Act of 1934, unless the manager
knows or has reason to believe that the information contained therein
is inaccurate, and the fair market value of the short position in the
section 13(f) security is less than $1,000,000; and
     Does not have to file Form SH in XML format in accordance
with the special filing instructions posted on the Commission's Web
site. Instead, the institutional investment manager may file Form SH on
EDGAR in the same manner as the form was filed pursuant to the
Emergency Orders dated September 18, 2008, September 21, 2008 and
October 2, 2008.
    Comment Date: Comments on the interim final temporary rule should
be received on or before December 16, 2008.

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/final.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number S7-31-08 on the subject line; or
     Use the Federal Rulemaking Portal (http://
www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments in triplicate to Florence E. Harmon,
Acting Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090.

All submissions should refer to File Number S7-31-08. 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/final.shtml). Comments are
also available for public inspection and copying in the Commission's
Public Reference Room, 100 F Street, NE., Washington, DC 20549. 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 publicly available.

FOR FURTHER INFORMATION CONTACT: Steven Hearne, at<PHONE_NUMBER>, in
the Division of Corporation Finance, Marlon Paz, at<PHONE_NUMBER>, in
the Division of Trading and Markets, or Stephan N. Packs, at (202) 551-
6865, in the Division of Investment Management, U.S. Securities and
Exchange Commission, 100 F Street, NE., Washington, DC 20549-3010.

SUPPLEMENTARY INFORMATION: The Commission is adopting temporary Rule
10a-3T and Temporary Form SH (Form SH) under the Securities Exchange
Act of 1934 \1\ as an interim temporary final rule. We are soliciting
comments on all aspects of the interim temporary final rule and Form
SH. We will carefully consider the comments that we receive and intend
to address them in a subsequent release.
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    \1\ 15 U.S.C. 78 et seq.
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I. Background

    Recently, we have become concerned that there is a substantial
threat of sudden and excessive fluctuations of securities prices and
disruption in the functioning of the securities markets that could
threaten fair and orderly markets. These concerns are evidenced by our
recent publication of Emergency Orders under section 12(k) of the
Exchange Act in July \2\ and September of this year.\3\ In these
Orders, we noted our concerns about the possible unnecessary or
artificial price movements that may be based on unfounded rumors and
may be exacerbated by short selling.
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    \2\ Release No. 34-58166 (July 15, 2008) [73 FR 42379] (imposing
borrowing and delivery requirements on short sales of the equity
securities of certain financial institutions).
    \3\ Release Nos. 34-58592 (Sept. 18, 2008) [73 FR 55169]
(temporarily prohibiting short selling in the publicly traded
securities of certain financial institutions), 34-58591 (Sept. 18,
2008) [73 FR 55175] (requiring institutional investment managers to
report short sales activities) and 34-58572 (Sept. 17, 2008) [73 FR
54875] (imposing enhanced delivery requirements on sales of all
equity securities).
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    Short selling involves a sale of a security that the seller does
not own or a sale which is consummated by the delivery of a security
borrowed by, or for the account of, the seller.\4\ Short sales normally
are settled by the

delivery of a security borrowed by or on behalf of the seller.
Regulation SHO, which became fully effective on January 3, 2005, sets
forth the regulatory framework governing short sales.\5\ Among other
things, Regulation SHO imposes a close-out requirement to address
failures to deliver stock on trade settlement date and to target
potentially abusive short selling in certain equity securities.
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    \4\ 17 CFR 242.200(a).
    \5\ 17 CFR 242.200(a).
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    As adopted, Regulation SHO included two major exceptions to the
close-out requirement: The ``grandfather'' provision and the ``options
market maker'' exception. Due to our concerns about the potentially
negative market impact of large and persistent fails to deliver, and
the fact that we continued to observe threshold securities with fail to
deliver positions that are not being closed out under existing delivery
and settlement requirements, effective on October 15, 2007, we adopted
an amendment to Regulation SHO that eliminated the ``grandfather''
exception to Regulation SHO's close-out requirement.\6\ The options
market maker provision excepted any fail to deliver position in a
threshold security resulting from short sales effected by a registered
options market maker to establish or maintain a hedge on options
positions that were created before the underlying security became a
threshold security. On September 17, 2008, we adopted and made
immediately effective an amendment to Rule 203(b)(3) of Regulation SHO
to eliminate the options market maker exception to the rule's close-out
requirement.\7\
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    \6\ See Release No. 34-56212 (Aug. 7, 2007) [72 FR 45544].
    \7\ See Release No. 34-58572 (Sept. 17, 2008).
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    On September 18, 2008, the Commission issued an Emergency Order
pursuant to section 12(k)(2) of the Exchange Act \8\ requiring
institutional investment managers to report information concerning
their short sales of section 13(f) securities on a weekly basis.\9\ We
amended the Order on September 21, 2008 to clarify certain technical
issues and the public availability of the information provided by the
institutional investment managers.\10\ On October 2, 2008, we extended
the Order's effectiveness through October 17, 2008, and stated that the
Forms SH filed under the Order would remain nonpublic to the extent
permitted by law.\11\
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    \8\ 15 U.S.C. 78l(k)(2).
    \9\ Release No. 34-58591.
    \10\ Release No. 34-58591A (Sept. 21, 2008) [73 FR 58987].
    \11\ Release No. 34-58724 (Oct. 2, 2008) [73 FR 58987-01].
Release 34-58724, together with Release 34-58591 and 34-58591A are
collectively referred to as the Emergency Orders.
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    Under the terms of the Emergency Orders, institutional investment
managers that exercise investment discretion with respect to accounts
holding securities described in Rule 13f-1(c) under the Exchange Act
\12\ that have an aggregate fair market value of at least $100,000,000,
and effect short sales of those securities generally are required to
file Form SH with the Commission on a weekly basis. The Form SH filing
currently must be made on the first business day of each calendar week
following a week in which the institutional investment manager has
effected short sales with respect to any section 13(f) security that is
not an option.\13\ With respect to each applicable section 13(f)
security, the Form SH filing must identify the issuer and CUSIP number
of the relevant security and reflect the manager's start of day short
position, the number and value of securities sold short during the day,
the end of day short position, the largest intraday short position, and
the time of the largest intraday short position.
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    \12\ 17 CFR 240.13f-1(c).
    \13\ Our discussion here and elsewhere in the release regarding
the need to disclose short sales and short positions assumes that
the reporting exception, which is described in Section II.A.3, does
not apply.
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    To make clear that continuous reporting of open short positions
previously reported on Form SH was not required when no new short sales
had been effected during the calendar week covered by the next Form SH
filing due to be filed, the Emergency Orders stated that no Form SH
filing is required when no short sales of a section 13(f) security have
been effected since the previous filing of a Form SH.\14\ Further, an
institutional investment manager need not report certain information
regarding short sales and positions that otherwise would be reportable
on Form SH if:
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    \14\ Similarly, under the Emergency Orders no Form SH filing is
required when all short sales of section 13(f) securities that have
been effected since the last day of the prior reporting period for
which a Form SH was due qualify for the reporting exception.
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     The short sale or position in the section 13(f) security
constitutes less than one-quarter of one-percent of that class of the
issuer's section 13(f) securities issued and outstanding, as reported
on the issuer's most recent annual or quarterly report, and any
subsequent current report, filed with the Commission pursuant to the
Exchange Act, unless the manager knows or has reason to believe that
the information contained therein is inaccurate; and
     The fair value market of the short sale or position in the
section 13(f) security is less than $1,000,000.

II. Purposes of the Interim Final Temporary Rule

    As explained in the Emergency Orders requiring Form SH filings, and
other emergency orders under section 12(k) of the Exchange Act,\15\ we
are concerned by sudden and excessive fluctuation of securities prices
and disruptions in the fair and orderly functioning of the securities
markets. We are concerned about possible unnecessary or artificial
price movements that may be based on unfounded rumors and may be
exacerbated by short selling.
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    \15\ See also Release Nos. 34-58166 (July 15, 2008) [73 FR
42837] and 34-58572 (Sept. 17, 2008) [73 FR 58698].
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    We note that regulators in several foreign jurisdictions also have
adopted rules requiring disclosure of short sales and net short
positions. For example, the Netherlands Authority for the Financial
Markets (AFM) requires daily disclosure to the AFM of net short
positions greater than 0.25% of the capital of financial institutions
listed on the Euronext Amsterdam stock exchange. The UK Financial
Services Authority (FSA) requires daily disclosure to UK exchanges of
net short positions greater than 0.25% of the ordinary stock of UK
financial institutions listed in the United Kingdom.
    The Commission believes that requiring the filing of the
information on Form SH will provide useful information to the staff to
analyze the effects of our rulemakings relating to short sales and in
evaluating whether our current rules are working as intended,
particularly in times of financial stress in our markets. The reports
will supply the Commission with important information about the size
and changes in short sales of particular issuers by particular
investors. That information will be available to the Commission to
consider when questions about the propriety of certain short selling
occur.
    Because of these concerns, we are extending the requirements to
file the Forms SH until August 1, 2009 with the following modifications
to the reporting requirements:
     Beginning on October 18, 2008, the Form SH weekly filing
deadline will be the last business day of the calendar

week following a calendar week in which short sales are effected
instead of the first business day as required by the Emergency Orders.
This change will provide filers with additional time to gather and
verify the necessary information and file the forms.
     Form SH filers will no longer be required to disclose the
value of the securities sold short (currently column 5 of Form SH), the
largest intraday short position (currently column 7 of Form SH) and the
time of day of the largest intraday short positions (currently column 8
of Form SH). We understand that some of this information has been
difficult for filers to obtain.
     Form SH filers will be required to report all short
positions, including short positions effected prior to September 22,
2008, when reporting data elements 5, 6 and 7, Short Position (Start of
Day), Number of Securities Sold Short (Day) and Short Position (End of
Day). We believe this additional data will assist with our goals of
tracking short sale activity.
     The threshold for reporting short sales or positions will
be raised from a fair market value of $1 million to a fair market value
of $10 million. We have raised this threshold due to the new
requirement to disclose pre-September 22, 2008 short sales and
positions.\16\
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    \16\ Under the Emergency Orders, institutional investment
managers did not have to disclose short sales effected, and
positions held, prior to September 22, 2008.
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     Filers will be required to submit an XML tagged data file
to the Commission providing the requested data. This new requirement
will facilitate the review of the filed data by the Commission staff.

III. Interim Final Temporary Exchange Act Rule 10a-3T and Form SH

    We are adopting interim final temporary Exchange Act Rule 10a-3T
(Rule 10a-3T) to require institutional investment managers to continue
filing Form SH in a form that is substantially similar to that required
by the Emergency Orders. Adoption of the interim final temporary rule,
which will be effective immediately and will continue in effect until
August 1, 2009, will facilitate our review of our regulation of short
sales. We have included several requests for comment in this release.
We will consider public comments on Rule 10a-3T and Form SH in
determining whether we should revise the interim final temporary rule
or Form SH in any respect, as well as whether we should promulgate a
longer-term or permanent short sale reporting requirement upon
expiration of Rule 10a-3T and Form SH on August 1, 2009. We intend to
address any comments received in a subsequent release.

A. Description of Rule 10a-3T

    Exchange Act Rule 10a-3T requires certain institutional investment
managers that exercise investment discretion \17\ with respect to
accounts holding section 13(f) securities \18\ to file a nonpublic Form
SH on a weekly basis if they have effected short sales with respect to
a section 13(f) security during the reporting period preceding the due
date of the filing.
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    \17\ For purposes of this rule, the term ``investment
discretion'' has the same meaning as in Rule 13f-1(b) under the
Exchange Act. [17 CFR 240.13f-1(b)].
    \18\ The term ``section 13(f) securities'' is defined in Rule
13f-1(c) under the Exchange Act [17 CFR 240.13f-1(c)] to include
securities of a class described in Section 13(d)(1) of the Exchange
Act [15 U.S.C. 78m(d)(1)] that are admitted to trading on a national
securities exchange or quoted on the automated quotation system of a
registered securities association. In determining what classes of
securities are section 13(f) securities, an institutional investment
manager may rely on the Official List of Section 13(f) Securities
published by the Commission available at http://www.sec.gov/
divisions/investment/13flists.htm.
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1. Institutional Investment Managers Required To Report Short Sales
    Rule 10a-3T requires institutional investment managers to keep
track of certain short sale transactions and file Form SH to report
them. The rule requires the filing of Form SH by those institutional
investment managers that: (1) As of the end of the most recent calendar
quarter, filed, or were required to file, a Form 13F for the calendar
quarter; and (2) during a Sunday to Saturday calendar week effected a
short sale in a section 13(f) security other than options.\19\ The
manager is required to file a Form SH report with the Commission on the
last business day of the ensuing calendar week. By limiting the Form SH
reporting requirement to institutional investment managers that are
required to file Form 13F, we subject only those institutional
investment managers that exercise investment discretion with respect to
accounts holding section 13(f) securities that have an aggregate fair
market value on the last trading day of any month of the previous
calendar year of at least $100 million to the Form SH reporting
requirement.\20\
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    \19\ As adopted, the rule differs from the requirement of the
Order which applied to institutional investment managers that were
required to file Form 13F for the quarter ended June 30, 2008.
Because the temporary rule will be in effect until August 1, 2009,
the temporary rule refers instead to the previous calendar quarter.
    \20\ See 17 CFR 240.13f-1(a)(1).
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    We are applying the rule only to Form 13F filers because they
exercise discretion over large accounts that have significant potential
to affect the markets. In addition, these filers already are subject to
Exchange Act reporting and in most instances, the Emergency Orders, and
therefore are familiar with using the Commission's EDGAR system to
submit filings. In addition, the Form SH reporting requirement applies
only to section 13(f) securities, which include equity securities of a
class described in section 13(d)(1) of the Exchange Act that are
admitted to trading on a national securities exchange or quoted on the
automated quotation system of a registered securities association,
because this is a useful and tested term that is well-suited to capture
the information we are seeking.
Request for Comment
     Rule 10a-3T limits reporting of short sales and short
positions to institutional investment managers that are required to
file Form 13F. Should we continue to require Form SH reporting by these
institutional investment managers? Should we require only a subset of
these institutional investment managers to file Form SH reports? If so,
how should we limit the type of institutional investment manager that
we require to file Form SH? Should we instead require a different set
of persons to file Form SH? Are there categories of persons that
conduct a significant amount of short sales but who are not required to
submit Form SH because they are not institutional investment managers
required to file Form 13F? If so, which categories of short sellers
should be subject to Form SH reporting? Would it be appropriate to
require anyone who conducts short sales or has short positions in
excess of specified thresholds, such as those in Rule 10a-3T(b)(2)(ii),
to report?
     Are there other, better ways to collect information about
short sales than by requiring Form SH?
     Should we require short sellers to keep current detailed
books and records of their short sale activities and their short
positions, of the sort required under Rule 17a-3(a)(6) under the
Exchange Act? \21\ If so, should we require short sellers to retain the
name of the broker, the number of shares, the price, the issuer name,
the time and date of entry of the order, the time and date of execution
of the order, the type of order (limit or market), the locate source or
exception to locate claimed, the contact at the locate, the time and
date when the locate was received, the amount of shares located, the
time and

date of the borrow, the number of shares borrowed, the source from
which they were borrowed, and where the borrowed shares are located?
Should we require other information be maintained?
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    \21\ 17 CFR 240.17a-3(a)(6).
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     In the alternative, or in addition, should we require all
short sellers to publicly provide a notice filing when their short sale
activity or positions cross a specific threshold that would be deemed
significant? If so, what information should the notice filing contain?
If a notice filing is required, should it be filed with us on a
nonpublic basis? Would there be any concerns about publicly filing such
a notice? Would such a notice filing provide useful information to
investors? Would requiring all short sellers to keep detailed records
of their short sale activities and filing when necessary a notice
filing relating to those activities raise any other concerns, such as
concerns about the potential costs? In the alternative, should we
instead require short sellers to produce books and records upon request
from the Commission?
2. Short Sales and Short Positions Required To Be Reported
    Rule 10a-3T requires an institutional investment manager to report
short sales and short positions, as defined in Rule 200 of Regulation
SHO. Rule 200 defines a short sale to mean any sale of a security which
the seller does not own or any sale which is consummated by the
delivery of a security borrowed by, or for the account of, the
seller.\22\ For purposes of Rule 10a-3T, a short position is the
aggregate gross short sales of an issuer's section 13(f) securities
(excluding options), less purchases to close out a short sale in the
same issuer. The Form SH short position is not net of long position in
the issuer. If a person that has loaned a security to another person
sells the security and a bona fide recall is initiated within two
business days after trade date, the person that has loaned the security
is deemed to own the security for purposes of Rule 200(g)(1) and Rule
200(b) of Regulation SHO, and such sale will not be treated as a short
sale.\23\ Rule 10a-3T is intended to broadly require institutional
investment managers to account for their short sales.
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    \22\ 17 CFR 242.200.
    \23\ For staff guidance regarding how sales of loaned but
recalled securities should be treated for purposes of the Emergency
Orders, see the Division of Trading and Market Guidance Regarding
Sale of Loaned but Recalled Securities available at http://
www.sec.gov/divisions/marketreg/loanedsecuritiesfaq.htm.
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    Options and short sales of options on section 13(f) securities are
not required to be reported on Form SH. However, certain transactions
that involve options are required to be reported.\24\ For example, if
an institutional investment manager exercises a put and is net short
pursuant to Rule 200(c) of Regulation SHO, the resulting transaction is
a short sale and must be reflected on Form SH. Similarly, if the
institutional investment manager effects a short sale as a result of
assignment to it as a call writer, upon exercise, the resulting
transaction is a short sale and must be reflected on Form SH.
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    \24\ Short sales resulting from the exercise of option contracts
are reportable as of the date of the exercise.
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Request for Comment
     Rule 10a-3T is limited to reporting on short sales and
short positions of section 13(f) securities, other than options. Should
we continue to require disclosure about short sales of these section
13(f) securities? Should we limit the securities that institutional
investment managers are required to report on to a subset of these
securities, such as equity securities of financial institutions? Would
it be more appropriate for the Form SH reporting requirement to cover
all publicly traded equity securities regardless of whether they are
listed on a national securities exchange or quoted on the automated
quotation system of a registered securities association? Should we
require reporting on Form SH for transactions relating to any equity
security of a company reporting under the Exchange Act?
     Rule 10a-3T requires reporting of the start of day short
position, the gross number of securities sold short during the day and
the end of day short position. Does requiring reporting of this
information have the effect of reducing manipulative behavior and other
improper conduct by short sellers? Do these categories of information
provide the most useful data for analyzing short selling activities and
combating market manipulation? If not, are there other benefits that
Form SH information will provide? Are there other categories of
information that we should require that would be useful to our
objectives, such as transaction audit trails or the portion of the
number of securities sold short in foreign markets?
     Do the definitions of the terms short sale and short
position that we use in Rule 10a-3T adequately capture the types of
transactions on which the Commission should focus? Should we use
definitions for the terms short sale or short position in Rule 10a-3T
that are different from the Regulation SHO definitions? If so, how
should we define these terms?
     How can we best address the risk that managers may try to
evade reporting by conducting short sales through synthetic instruments
or through third parties that are not required to report on Form SH?
Should we require disclosure of these transactions as well? Should we
amend the rule to require filers to report any synthetic arrangements
that function as short sales and provide Form SH information for those
positions and identify the parties to those transactions? How would we
define or describe these transactions? Should we require any short
seller that is entering the short to hedge a synthetic position entered
into with another party to identify the other party in Form SH?
     Should we revise Rule 10a-3T to require disclosure of
options and short sales of options? Should Rule 10a-3T require
disclosure of other financial instruments such as single stock futures?
     Rule 10a-3T requires information to be reported to the
Commission. Should the rule require this information to be provided to
the self-regulatory organizations? If so, which self-regulatory
organizations should receive this information? Should we work with the
exchanges and self-regulatory organizations to capture this
information? Would these organizations be well equipped to monitor the
data that we are requesting?
     Should we consider harmonizing our short sale reporting
and regulation with foreign regulators? Would it be appropriate to
require similar short sale reporting to that implemented by the FSA in
the United Kingdom? \25\ What aspects would be more or less
appropriate?
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    \25\ See information on the short selling instruments issued in
September 2008 at the Financial Services Authority Web site at
http://www.fsa.gov.uk/pages/Library/Policy/Handbook/short-
selling.shtml.
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3. Exceptions to the Filing and Reporting Requirements
    Rule 10a-3T does not require an institutional investment manager to
file a Form SH to report short sales and positions if: \26\
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    \26\ Unlike the requirements under the Emergency Orders, the
rules we adopt today require short sales or positions effected prior
to September 22, 2008, to be reported.
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     The institutional investment manager has not effected any
short sales of section 13(f) securities during the reporting period
covered by the Form SH due to be filed; or

     On each calendar day during the calendar week, the start
of day short position, the gross number of securities sold short during
the day and the end of day short position constitute less than one-
quarter of one percent of that class of the issuer's section 13(f)
securities issued and outstanding as reported on the issuer's most
recent annual, quarterly or current report filed with the Commission
pursuant to section 13 of the Exchange Act, unless the manager knows or
has reason to believe the information contained therein is inaccurate
and the fair market value of the start of day short position, the gross
number of securities sold short during the day and the end of day short
position is less than $10,000,000.\27\
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    \27\ For purposes of determining whether the $10,000,000
threshold is met, the manager should multiply the number of shares
the manager sold short that day by the market price as of the time
of the close of trading at the NYSE on that day.
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    Once a determination is made that a Form SH filing is required,
Rule 10a-3T permits an institutional investment manager to disclose in
the appropriate data element its reliance on this exception with
respect to information otherwise required to be reported. The
institutional investment manager may disclose ``N/A'' in the
appropriate data element to report the number of securities sold short
or corresponding information regarding the short position in that class
where the data element falls below the reporting threshold. The
exception limits the substantive disclosure required on Form SH to
significant short sales and positions that have the potential to
materially affect the price of the underlying securities. This
limitation is designed to strike a balance between the burden of
compiling and providing the information to the Commission and the need
for information about short sales to be available to the Commission.
    We are clarifying in accordance with staff guidance provided in
conjunction with the Emergency Orders that institutional investment
managers may act as conduits for customer orders by handling such
orders on a ``riskless principal'' \28\ basis in the following
scenarios, which may result in the broker-dealer effecting a short
sale: (i) A broker-dealer receives an order to sell a section 13(f)
security from a customer who is net long on the securities being sold,
and the broker-dealer then seeks to execute that order, either in whole
or in part, by selling the section 13(f) security as riskless
principal, and the broker-dealer has an overall net short position in
such section 13(f) security; or (ii) a broker-dealer receives an order
to buy a section 13(f) security from a customer, and the broker-dealer
then seeks to execute that order, either in whole or in part, by
purchasing the section 13(f) security as riskless principal, and then
selling the section 13(f) security to the customer, and the broker-
dealer has an overall net ``short'' position in such section 13(f)
security. In both scenarios, the short sales need not be reported by
the broker-dealer on Form SH.
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    \28\ A ``riskless principal'' transaction is generally described
as trades in which, after receiving an order to buy (or sell) from a
customer, the broker-dealer purchases (or sells) the security from
(or to) another person in a contemporaneous offsetting transaction.
See Exchange Act Rule 10b-10(a)(2)(ii)(A) [17 CFR 240.10b-
10(a)(2)(ii)(A)]; Release No. 34-33743 (Mar. 9, 1994) at n.11.
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    We are eliminating the ``grandfather'' provision that was included
in the Form SH filing conditions set forth in the Emergency Orders. The
Emergency Orders did not require disclosure of existing or outstanding
short positions in section 13(f) securities held before the September
22, 2008 effective date of the initial order. This grandfather
provision was established primarily to address concerns about the
public disclosure of institutional investment managers' pre-existing
short positions before we indicated that Form SH filings would be made
on a nonpublic basis. One of the commenters on the Emergency Orders
noted that a consequence of the grandfather provision is that some Form
SH filers will have to keep two sets of books until all of the pre-
September 22 positions are cleared out.\29\
---------------------------------------------------------------------------

    \29\ See letter from the Securities Industry and Financial
Markets Association dated October 9, 2008 available in file No. S7-
24-08.
---------------------------------------------------------------------------

    Under Rule 10a-3T, Form SH filers will be required to report all
short positions, including short positions effected prior to September
22, 2008, when reporting data elements 5, 6 and 7, Short Position
(Start of Day), Number of Securities Sold Short (Day) and Short
Position (End of Day) on Form SH. We believe that the additional data
about the pre-September 22 positions will improve our efforts to
analyze short sale activity.
    In connection with elimination of the grandfather provision, we are
revising the exception to the Form SH filing requirements. Under the
Emergency Orders, Form SH filers are not required to report short sales
or short positions otherwise reportable if: The short sale or short
position in the section 13(f) security constitutes less than one-
quarter of one per cent of that class of the issuer's section 13(f)
securities issued and outstanding, as reported on the issuer's most
recent Exchange Act report; and the fair market value of the short sale
or short position in the section 13(f) security is less than $1
million. We are raising the threshold for filing and reporting short
sales or short positions in a class of section13(f) securities other
than options from a fair market value of $1 million to a fair market
value of $10 million primarily due to the new requirement for
institutional investment managers to report information about their
pre-September 22 short positions. In addition, we note that the
threshold is intended to ensure that small percentage positions that
comprise large monetary positions are reported, and we believe that $10
million more suitably addresses this concern.
    An institutional investment manager that is required to file a Form
SH report on October 24, 2008 or October 31, 2008 may exclude
disclosure of short positions reflecting short sales effected before
September 22, 2008 from the Form SH report filed on either or both of
those dates. However, if the manager excludes such disclosure, the
relevant fair market threshold for reporting short sales or positions
is the $1 million threshold.
Request for Comment
     Is the exception in Rule 10a-3T to Form SH reporting of
short sales that fall below the specified thresholds appropriate? If
so, are the thresholds set at appropriate levels, or should they be
higher or lower? What threshold would be appropriate? Should we use 5%
as in Regulation 13D \30\ or is a smaller threshold, such as 2.5%, more
appropriate? If you suggest a different type of exception to Form SH
reporting, please describe the exception that you think is appropriate.
---------------------------------------------------------------------------

    \30\ 17 CFR 240.13d-1 et seq.
---------------------------------------------------------------------------

     Is the reporting exception in Rule 10a-3T for ``riskless
principal'' transaction appropriate? If not, why not and what would be
the best way to address ``riskless principal'' transactions in the
rule?
     Should we continue to use a significance test that couples
a percentage of shares outstanding threshold with a fair market value
threshold? Should the percentage and market value thresholds be
combined or should they be separate standards? If separate, what level
should each be set at? Would $1 million or $10 million be appropriate?
Would 1%, 2.5% or 5% be appropriate? Should we instead adopt a
threshold that is tied to the number of shares sold short or some other
standard?
     As adopted, a manager is required to report its short
sales and short

positions. However, managers often take short positions in order to
hedge the risk on long positions in which they invest and not for
speculative purposes. Should we develop an exemption that would permit
managers to avoid reporting of hedging short positions or in the
alternative require additional information that explains the purposes
of various short positions? If so, how would we best develop the
exemption or the request for additional information and how would we
define hedging transactions? Would such an exemption be useful? Would
it subsume the purpose of the rule?
4. Transition and Expiration Dates of Rule 10a-3T
    As noted above, the Commission remains concerned by sudden and
excessive fluctuation of securities prices and disruptions in the fair
and orderly functioning of the securities markets. We are adopting this
temporary rule to continue the reporting obligations established in our
Emergency Orders as modified. For the reasons those Orders were adopted
and for the reasons explained in this release, no gap between the
reporting obligations of the Emergency Orders and the obligations
established by this rule should exist. In addition, we received a
variety of comments from the public about the Emergency Orders, which
were valuable in developing this interim temporary final rule. As a
result, this rule is immediately effective.
    In order to assist with the transition, institutional investment
managers that are required to file a Form SH report on October 24, 2008
or October 31, 2008, must comply with Rule 10a-3T, except that they may
exclude disclosure of short positions reflecting short sales before
September 22, 2008 from the Form SH report filed on either or both of
those dates. An institutional investment manager may choose to exclude
these short sales effected before September 22 if the short position in
the section 13(f) security constitutes less than one-quarter of one
percent of that class of the issuer's securities issued and outstanding
as reported on the issuer's most recent annual or quarterly report, and
any current report subsequent thereto, filed with the Commission
pursuant to the Exchange Act, unless the manager knows or has reason to
believe that the information contained therein is inaccurate, and the
fair market value of the short position in the section 13(f) security,
as of September 22, 2008, was less than $1,000,000. In addition,
institutional investment managers do not have to file Form SH in XML
format in accordance with the special filing instructions posted on the
Commission's Web site for their Form SH reports on October 24, 2008 or
October 31, 2008. Instead, the institutional investment manager may
file Form SH on EDGAR in the same manner as the form was filed pursuant
to the Emergency Orders dated September 18, 2008, September 21, 2008
and October 2, 2008.
    Subsequently, beginning with the calendar week ending November 1,
2008, institutional investment managers are required to report as
specified in Rule 10a-3T and the filer instructions as to the assembly
of the EDGAR submission provided on the Commission's Web site at http:/
/www.sec.gov/info/edgar/ednews/formshsubmission.htm or in a future
update of the EDGAR Filer Manual. Rule 10a-3T will expire and cease to
be effective on August 1, 2009 unless we act to continue or revise the
rule and extend the effective date.
Request for Comment
     How long should institutional investment managers be
required to file Form SH reports with the Commission? Is the period
extending until August 1, 2009 that we are adopting appropriate? Should
we require Form SH reporting beyond August 1, 2009?

B. Form SH

1. Timing and Nonpublic Nature of Form SH
    Rule 10a-3T requires institutional investment managers to report
certain short sales to the Commission on Form SH. Under Rule 10a-3T,
institutional investment managers must file Form SH on the last
business day of each calendar week following a week in which the
institutional investment manager has effected certain short sales with
respect to any section 13(f) security that is not an option.\31\
---------------------------------------------------------------------------

    \31\ The Form SH is required to be filed electronically on the
Commission's EDGAR system on or before 5:30 p.m. Eastern Time on the
last business day of the calendar week.
---------------------------------------------------------------------------

    This is a change from the Form SH filing deadline set forth in the
Emergency Orders which required Form SH to be filed on the first
business day of each calendar week immediately following a week in
which the institutional investment manager effected certain short
sales. This change will provide filers with additional time to gather,
verify and file the data, decreasing the burden on the filers without
affecting the efficacy of the information to the staff.
    As we explained in our October 2008 Order, we are concerned that
publicly available Form SH data could give rise to additional,
imitative short selling. Accordingly Rule 10a-3T states that all Forms
SH filed with the Commission will be nonpublic to the extent permitted
by law. The Freedom of Information Act provides at least two exemptions
under which the Commission has authority to withhold the
information.\32\ A Form SH filer should not submit a confidential
treatment request to the Commission. A Form SH filer must label its
Form SH as non-public, as required by the instructions to the form.
---------------------------------------------------------------------------

    \32\ The Freedom of Information Act (``FOIA'') Exemption 4
provides an exemption for ``trade secrets and commercial or
financial information obtained from a person and privileged or
confidential.'' FOIA Exemption 8 provides an exemption for matters
that are ``contained in or related to examination, operating, or
condition reports prepared by, on behalf of, or for the use of an
agency responsible for the regulation or supervision of financial
institutions.''
---------------------------------------------------------------------------

Request for Comment
     Form SH requires detailed reports regarding institutional
investment managers' significant short positions in section 13(f)
securities. Are there better ways for the Commission to gather short
selling information and address our concerns than by using Form SH? Are
the detailed reports required on Form SH appropriate? Is there any
information that should be required in, or deleted from, the
requirements of the Form?
     When requiring reporting of short positions, should we
generally only require reporting of new positions, or should we require
reporting of all short positions? Does requiring reporting of all short
positions create significant additional burdens on filers? If so, what
burdens and how can they best be addressed?
     Form SH requires filers to report the short position at
the start of the day, the aggregate number of securities sold short on
that day, and the short position at the end of the day. Is this
information sufficient to provide an adequate understanding of the
filer's short sale activity during the day? Should we require filers to
report their net long and short positions in addition to the
information already required? Is it sufficient to simply track the net
short positions and not to report the start and end of day positions
and the aggregate activity?
     As adopted, Form SH no longer requires reporting of the
daily value of securities sold short, the largest intraday short
position and the time of day of that short position. We understand that
some institutional investment managers have had significant difficulty

identifying the largest intraday short position and the time of day of
that short position. This information may be helpful in identifying
manipulative short selling. How difficult is it for filers to track and
report this information? Should we require filers to report this
information? Is there an alternative way to track this kind of
information and better identify when manipulative short selling may be
taking place?
     Rule 10a-3T provides that the information required by Form
SH shall remain nonpublic to the extent permitted by law. Institutional
investment managers have expressed concern about making this
information public. Should the information required by Form SH be
publicly reported? Would concerns about public reporting be alleviated
if there was a delay in filing the information, such as a delay of 10
days, or 45 days after the end of a quarter in which the transaction
occurred, similar to the 45-day deadline for Form 13F filings? Would
concerns be alleviated if the information was reported by the
institutional investment manager on a nonpublic basis, but made public
after a delay on an issuer basis?
     If the Form SH remains nonpublic, what is the best way to
require filers to report the Form SH information to the Commission? Is
EDGAR the best vehicle for reporting Form SH information to the
Commission? If not, what vehicle would be superior and why?
     We are permitting institutional investment managers to
provide the information required by Form SH on the last business day
following a calendar week in which the institutional investment manager
effected a short sale. Are there concerns with permitting institutional
investment managers with extra time to provide the information to the
Commission? Is the extra time sufficient time to address concerns about
the need for more time to be able to provide the information in a
timely fashion? Should we change the weekly reporting period so it is
not based on a calendar week?
     Institutional investment managers are required to file
Form SH for any week during which they make a reportable short sale. Is
it appropriate to require the filing of Form SH on a weekly basis?
Should we require the filing to be made more frequently, such as daily?
Should we require the filing less frequently, such as bi-weekly,
monthly or quarterly, to reduce the filing burden? Would we be able to
capture short selling information as effectively if Form SH reports
were required to be filed less frequently?
2. Form SH
    Under the Emergency Orders, Form SH may be filed in ASCII or HTML.
We are adopting rules that require that short sale and position
information to be filed in XML tagged data format and additional
identification within the data file. By requiring reporting in XML, the
Commission staff will be able to more easily analyze the data that we
receive. Based on our experience with reporting under the Emergency
Orders, we are reducing the data that institutional investment managers
are required to report to the Commission by removing the requirement
that managers report the value of securities sold short during the day,
the largest intraday short position and the time of day of the largest
intraday short position.
    We understand that some filers have found it difficult to obtain
and burdensome to track and report the largest intraday short position
disclosure, and the time thereof. We are no longer requiring disclosure
of the value of securities sold short during the day as our staff has
the ability to perform this calculation without the disclosure from the
institutional investment manager.
    There are three Form SH report types: Form SH Entries Report, Form
SH Notice and Form SH Combination Report. An Entries Report is filed if
all of the information that an institutional investment manager is
required to report is included in the Form SH filing; a Notice is filed
if all of the information that a manager is required to include in the
XML tagged data file is reported by another Manager; a Combination
Report is filed if a portion of the manager's entries are filed in the
manager's report and a portion are reported by another manager. When
filing a Form SH Notice or Combination Report, the manager is required
to disclose the other managers that are reporting for the manager.
    Rule 10a-3T requires filers to format the Form SH data differently
than under the Emergency Orders, but will similarly include:
     Disclosure of the time period of the report;
     An indication of whether the report is an amendment;
     The name and address of the institutional investment
manager;
     A representation by the signer;
     A signature block for the person signing the form;
     An indication of the report type;
     A list of any other managers reporting for the manager
filing the report;
     The total number of transactions reported;
     A list of other managers for whom the Form SH is filed;
and
     The number of other included managers.\33\
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    \33\ Additional information the manager wishes to report may be
included on the Form SH provided that the information does not,
either by its nature, quantity, or manner of presentation, impede
the understanding or presentation of the required information. Only
information requested by the Form SH and its instructions is
permitted in the XML tagged data file.
---------------------------------------------------------------------------

    In addition, the Form SH will include, where applicable, an XML
tagged data file that provides much of the information that was
previously required by the Emergency Orders to be included in the
Information Table. The XML tagged data file will provide the
information regarding short sales, including:
     The date;
     The Central Index Key (CIK) of the filer;
     The name of the issuer;
     The CUSIP of the issuer;
     The short position at the start of the day;
     The number of securities sold short on that day; and
     The short position at the end of the day.
    The XML data elements provide the bulk of the required disclosure
in Form SH and are limited to the information requested in the
instructions to the form. Data elements 1 through 4 provide the date,
identify the manager by CIK, and the name and CUSIP of the issuer. Data
Elements 5 and 7 require the manager to report the number of securities
that represent the manager's short position in the issuer as of the
start and end of each calendar day during the reporting period. Data
element 6 requires the manager to report the gross, not net, number of
securities in the issuer that the manager sold short for each calendar
day during the reporting period.
    When determining the disclosure required in the XML tagged data
file, an institutional investment manager may apply the exclusion in
Rule 10a-3T(b)(2)(ii) on a day-by-day and data element-by-data element
basis. For example, if a filer has triggered a filing obligation for a
given calendar week, has start and end of day short positions on a
particular day that do not qualify for the reporting exception, but
does not effect any short sales on that day, the filer would disclose
the appropriate numbers under elements 5 and 7 and enter zero under
element 6. Using the same facts, if the filer did engage in short sales
during that particular day but those sales in the aggregate met the
reporting exception, the filer may enter

``N/A'' under element six. ``N/A'' can to be used any time a filer has
a filing obligation and is omitting information under the reporting
exception.
    To the extent still relevant, institutional investment managers may
look to the staff guidance provided pursuant to the Emergency Orders
regarding reporting short sales and positions on Form SH such as the
Guidance Regarding the Commission's Emergency Order Concerning
Disclosure of Short Selling provided by the staff of the Divisions of
Corporation Finance, Investment Management, and Trading and Markets
available at http://www.sec.gov/divisions/marketreg/
shortsaledisclosurefaq.htm.
Request for Comment
     Is the XML tagged data file format more easily generated
than an ASCII document in columned or delimited format? Would XBRL
tagged data be a preferred solution? Are there any other technology
issues resulting from the use of XML tagged data format? Do filers have
the ability to submit the XML tagged data by November 7, 2008?
     Should delimited ASCII text data be considered for
transaction data? If the data is to be provided to the public, which
data file format would be preferred? If the data is to be provided to
the public, is there an advantage to using XML because a style sheet
can be used to present XML data elements in a readable format?

IV. Other Matters

    The Administrative Procedure Act generally requires an agency to
publish notice of a proposed rulemaking in the Federal Register.\34\
This requirement does not apply, however, if the agency ``for good
cause finds * * * that notice and public procedure are impracticable,
unnecessary, or contrary to the public interest.'' \35\ Further, the
Administrative Procedure Act also generally requires that an agency
publish an adopted rule in the Federal Register 30 days before it
becomes effective.\36\ This requirement, however, does not apply if the
agency finds good cause for making the rule effective sooner.\37\ The
Commission, for good cause, finds that notice and solicitation of
comment before Rule 10a-3T and Form SH is impracticable, unnecessary,
or contrary to the public interest.
---------------------------------------------------------------------------

    \34\ See 5 U.S.C. 553(b).
    \35\ Id.
    \36\ See 5 U.S.C. 553(d).
    \37\ Id.
---------------------------------------------------------------------------

    For the reasons we discussed throughout this release, we believe
that we have good cause to act immediately to adopt this rule and form
on a temporary interim final basis. As discussed throughout this
release, we are concerned by recent sudden and excessive fluctuation of
securities prices and disruptions in the fair and orderly functioning
of the securities markets and believe that the nonpublic submission of
Form SH may provide the Commission with useful information to combat
market manipulation that threatens investors and our capital markets.
Adopting the rules as interim temporary rules also will minimize any
disruption in reporting by institutional investment managers of their
short sale activities. Avoiding such disruption should obviate the need
for those managers to stop and restart their reporting apparatus and
should allow us uninterrupted access to the information in the reports
during a time of significant market upheaval.
    Rule 10a-3T takes effect on October 18, 2008. For the reasons
discussed above, we have acted on a temporary interim final basis. We
emphasize that we are requesting comments on the temporary rule and
will carefully consider any comments that we receive. We intend to
respond to the comments in a subsequent release. Moreover, this is a
temporary rule that will expire on August 1, 2009. Setting a
termination date for the rule will necessitate further Commission
action no later than the end of that period if the Commission
determines to continue the same, or similar, requirements contained in
the temporary rule. The Commission finds that there is good cause to
have Rule 10a-3T and Form SH effective as temporary interim rules on
October 18, 2008 and that notice and public procedure in advance of
effectiveness of the rules are impracticable, unnecessary and contrary
to the public interest.\38\
---------------------------------------------------------------------------

    \38\ This finding also satisfies the requirements of 5 U.S.C.
808(2), allowing the rules to become effective notwithstanding the
requirement of 5 U.S.C. 801 (if a federal agency finds that notice
and public comment are ``impractical, unnecessary or contrary to the
public interest,'' a rule ``shall take effect at such time as the
federal agency promulgating the rule determines.'').
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V. Paperwork Reduction Act

A. Background

    Temporary Exchange Act Rule 10a-3 relates to a ``collection of
information'' requirement within the meaning of the Paperwork Reduction
Act of 1995 (PRA).\39\ The title for the information collection is
``Form SH'' (OMB Control No. 3235-0646). An agency may not conduct or
sponsor, and a person is not required to respond to, a collection of
information unless it displays a current valid control number.
---------------------------------------------------------------------------

    \39\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

    The Office of Management and Budget (``OMB'') approved Form SH on
September 19, 2008 in connection with the Commission's issuance of the
Emergency Order to require institutional investment managers to file
Form SH with the Commission.\40\ We submitted revised burden estimates
to OMB for review and approval in accordance with 44 U.S.C. 3507(j) and
5 CFR 1320.13. Separately, we submitted the revised burden estimates to
OMB for review and approval in accordance with 44 U.S.C. 3507(d) and 5
CFR 1320.11. OMB has approved the revised Form SH burden estimates
related to our adoption of Rule 10a-3T on an emergency basis.
---------------------------------------------------------------------------

    \40\ Release No. 34-58591.
---------------------------------------------------------------------------

B. Summary of Rule 10a-3T and Form SH Burden Estimates

    Rule 10a-3T will require certain institutional investment managers
that exercise investment discretion with respect to accounts holding
section 13(f) securities that have an aggregate fair market value of at
least $100,000,000 to file Form SH on a weekly basis during the period
covered by this interim rule. The Form SH filing must be made on the
last business day of each calendar week following a week in which the
institutional investment manager has effected any short sale with
respect to any section 13(f) security that is not an option. Form SH is
filed on a nonpublic basis and compliance is mandatory.
    With respect to each applicable section 13(f) security, the Form SH
filing must reflect the number of securities sold short during the day,
as well as the start of day short position and end of day short
position, for that security on each calendar day of the prior week in
which the institutional investment manager engaged in trading activity
with respect to short sales. No Form SH filing is required when no
short sales of a section 13(f) security have been effected during the
reporting period to be covered by the Form SH filing or where all short
sales and short positions are below the following thresholds on each
day of the calendar week to be covered by the report:
     The short sales and short positions in the section 13(f)
security constitute less than one-quarter of one-percent of that class
of the issuer's section 13(f) securities issued and outstanding as
reported on the issuer's most recent annual or quarterly report, and
any current report subsequent thereto, filed with the Commission
pursuant to the Exchange Act, unless the manager knows or has reason to
believe that the

information contained therein is inaccurate; and
     The fair value market of the short sale and short position
in the section 13(f) security is less than $10,000,000.
    When we originally requested approval of Form SH in connection with
the Emergency Orders, we estimated that the same number of respondents
that file Form 13F also would file Form SH, and that each Form SH
filing would impose an estimated five burden hours on each respondent.
Some Form SH filers indicated that the five hour burden estimate is too
low, so we are increasing it to 20 hours as explained below. We also
now have actual data from the Form SH filings that we received on
September 29, 2008, October 6, 2008 and October 14, 2008 upon which to
base our revised burden estimates. We estimate that we will receive
approximately 1,000 Form SH filings from institutional investment
managers each week during the nine-month period during which Rule 10a-
3T will be in effect.
    Pursuant to Rule 10-3T, Form SH contains three fewer data elements
than did the version of Form SH required by the Emergency Orders.
Therefore, we estimate that 1,000 institutional investment managers
will file 36 Form SH reports annually at an estimated 20 hours per
filing for a total annual reporting burden of 720,000 hours.\41\ The 20
hour per filing estimate is based on data received from a small sample
of actual filers and a random sample of filings conducted by our Office
of Economic Analysis. Staff in the Office of Economic Analysis sampled
100 of the Form SH filings that we received on October 6, 2008. The
average number of pages filed was 8.2 and the median number of pages
filed was 6, while the maximum number of pages included in a sample
filing was 228 and the minimum was 1 page.
---------------------------------------------------------------------------

    \41\ This estimate conservatively assumes that each Form SH
filer will make a Form SH filing each week during the period covered
by Rule 10a-3T.
---------------------------------------------------------------------------

    Based on limited data from a small sample of actual filers, we
estimate that the legal costs of filing Form SH for investment managers
that retain an outside law firm to be approximately $1,000 per filing
for 36 filings for a total of $36,000.\42\ We further estimate the
filing agent costs to be $1,500 per week for managers that retain an
outside agent to assist them in filing Form SH on EDGAR for a total of
$54,000 ($1,500 x 36), and a combined cost total of $90,000,000
($90,000 per filer x 1000 filers).
---------------------------------------------------------------------------

    \42\ The $1,000 per filing estimate is based on two-and-a-half
hours of outside law firm time at a rate of $400 per hour.
---------------------------------------------------------------------------

    We understand that many institutional investment managers incurred
a much higher reporting burden than five hours per filing in connection
with the Form SH reports that they filed to comply with the Emergency
Orders. A substantial portion of the initial reporting burden, as
discussed in more detail in the Cost-Benefit Analysis, was attributable
to the compressed timeframe in which the managers had to comply with
the newly created form and the need for new programs to combine data
from two different types of automated information systems to satisfy
the Form SH disclosure requirements. The revised 20 hour estimate and
cost estimate reflects an estimated average reporting burden associated
with Form SH for each of the 36 filings that some institutional
investment managers must make during the nine month period covered by
Rule 10a-3T.

C. Solicitation of Comments

    Pursuant to 44 U.S.C. 3506(c)(2)(B), we request comments to: (1)
Evaluate whether Form SH is necessary for the proper performance of the
functions of the agency, including whether it will have practical
utility; (2) evaluate the accuracy of our estimate of the burden
imposed by Form SH; (3) determine whether there are ways to enhance the
quality, utility and clarity of the information to be collected; and
(4) evaluate 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.
    Persons submitting comments on the collection of information
requirements should direct the comments 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 send a copy to Florence E. Harmon, Acting
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090, with reference to File No. S7-31-08.
Requests for materials submitted to OMB by the Commission with regard
to these collections of information should be in writing, refer to File
No. S7-31 -08, and be submitted to the Securities and Exchange
Commission, Records Management, Office of Filings and Information
Services, 100 F Street, NE., Washington, DC 20549.

VI. Cost-Benefit Analysis

A. Background

    As stated in the Emergency Orders, we are concerned about the
potential for sudden and excessive fluctuations of securities prices
and disruption in the functioning of the securities markets that could
threaten fair and orderly markets. In particular, we are concerned that
some persons may manipulate the stock of issuers that have become
temporarily weakened by current market conditions. Possible unnecessary
or artificial downward price movements may be based on unfounded rumors
and may be exacerbated by short selling. Such price declines can give
rise to questions about the underlying financial condition of an
issuer, which in turn can create a crisis of confidence that is not
warranted by the issuer's true financial condition. This undue crisis
of confidence can threaten an issuer's viability as a going concern,
even when the underlying fundamentals of the firm do not suggest cause.
    For example, financial institutions with demand deposit liabilities
might experience unwarranted depositor withdrawals that, without
replacement, could lead to a funding shortfall for the financial
institution's long term assets, such as residential mortgages and
commercial loans. Liquidation of these assets to meet depositor
redemption could force sales at unfavorable prices that erode capital
and increase the risk of insolvency and institutional failure.
    Non-financial institutions can face similar risks from an undue
crisis in confidence. Manufacturers that rely on credit with suppliers
or financial institutions for production inputs might see this credit
offered at less favorable terms, or even worse, become unavailable,
placing undue burden on their working capital and cash reserves. An
undue crisis in confidence also could lead customers to choose
alternative products or producers if customers fear that future
commitments, such as warrantees or service agreements, might not be
honored.
    We therefore believe that it is necessary to continue requiring
institutional investment managers subject to the Form 13F filing
requirements to report information concerning their short sales of Rule
13(f) securities on Form SH after the expiration of the Emergency Order
dated October 2, 2008 on October 17, 2008. New Exchange Act Rule 10a-3T
requires an institutional investment manager that exercises investment
discretion with respect to accounts holding section 13(f) securities
having an aggregate fair market value of at least

$100 million to file Form SH with the Commission each calendar week
immediately following a calendar week in which the manager effects a
short sale of section 13(f) securities, other than options, exceeding
stated thresholds. Rule 10a-3T and Form SH are temporary requirements
that will expire on August 1, 2009.

B. Benefits

    The securities markets have undergone significant stress in recent
months. An expected benefit of Rule 10a-3T and Form SH is to help
restore investor confidence in the markets. The disclosure may help to
combat manipulative behavior by making it easier for us to analyze
short selling activity. To the extent that the rule does reduce
manipulative behavior while still permitting legitimate trading
activity should help to alleviate any undue crisis of investor
confidence and may strengthen the market's ability to correctly
incorporate accurate information into securities prices.
    Among other things, the Form SH disclosure will enable staff in our
Office of Economic Analysis and Office of Compliance, Inspections and
Examinations to analyze short selling patterns and use the data along
with other information to study the impact of short selling on the
market in times of financial crisis. For example, the Form SH
disclosure can help Commission staff evaluate the effectiveness of some
of our other emergency initiatives relating to short selling, such as
our new temporary Rule 204T requiring short sellers and their broker-
dealers to deliver securities by the settlement date (three days after
the sale transaction date, or T+3).
    In response to feedback on the Emergency Orders, we have further
tailored the information collected. We believe that this will limit the
expense of complying with the disclosure, while still providing us with
the information that we need.

C. Costs

    Rule 10a-3T will impose costs on institutional investment managers
subject to the Form SH filing requirement. We estimate that
approximately 1,000 Form SH reports will be filed with the Commission
each week during the period through August 1, 2009, and that each
filing will impose an estimated reporting burden of 20 hours on the
filer at an estimated internal cost of $3,500 per filing,\43\ plus an
estimated $90,000 per filing in legal and filing costs for managers
that retain the services of an outside law firm and EDGAR filing
agent.\44\
---------------------------------------------------------------------------

    \43\ Consistent with recent rulemaking estimates, we used a $175
per hour rate to estimate the cost of work performed internally at
the company.
    \44\ We do not expect that all Form SH filers will retain the
services of an outside law firm or filing agent to assist them, but
we conservatively assume that they will for purposes of these cost
estimates.
---------------------------------------------------------------------------

    In addition to the costs associated with the reporting burden, we
understand that many institutional investment managers spent a
substantial number of hours creating a reporting mechanism to capture
the data required by Form SH when they first became subject to the
reporting requirement under the Emergency Orders. The managers
typically maintain an automated system to generate information about
their short positions, and a different automated system to generate
information about their trading activity. Due to the fact that Form SH
requires information about the manager's short positions, as well as
the number of securities sold short during the day, they had to create
new programs to generate the necessary data.
    The temporary rule will also be associated with implementation
costs. By requiring filings in XML, filers will need to reprogram
systems to be prepared to file in XML by November 7. In addition,
changing the form to report fewer data items will also involved
reprogramming costs. We believe that these extra costs are justified
because the changes help to limit the costs and improve the ability of
the Commission to use the information in the filings.
    We recognize that the Form SH reporting requirement imposed by Rule
10a-3T may result in increased short selling costs for participants
that may impact legitimate short selling activities. We sought to limit
the potential costs associated with Form SH filing under Rule 10a-3T
by:
     Imposing the Form SH filing obligation only on
institutional investment managers that exercise discretion over
accounts holding section 13(f) securities having an aggregate fair
market value of at least $100 million--these managers have experience
with SEC filing and tend to be larger and better able to bear the cost;
     Requiring reporting only about section 13(f) securities,
but not including options or equity securities of all public
companies--the section 13(f) category of securities is a well-defined,
pre-existing category of securities that institutional investment
managers use in connection with their Form 13F filing obligations;
     Not requiring Form SH to be filed following a week in
which the institutional investment manager did not effect any short
sale of a section 13(f) security, even if the manager closes a short
position during that week;
     Allowing aggregation of reporting on Form SH across
multiple institutional investment managers;
     Establishing thresholds below which short sales need not
be reported on Form SH; and
     Establishing a last business day of each calendar week
reporting deadline, which should help to reduce weekend labor and
systems time.
    We request comments on this Cost-Benefit Analysis and any of the
costs and benefits associated with Rule 10a-3T and Form SH. We solicit
quantitative data to assist with our assessment of the costs and
benefits of the rule and form.
     Have we accurately estimated the costs?
     Are additional costs involved in complying with the rule?
What are the types, and amounts, of the costs?
     Can the rule be modified to mitigate costs?
     Do the benefits justify the costs?
     Will the Form SH reporting requirements influence the day-
to-day decisions made by institutional investment managers in any
substantive way? For example, will managers choose in some cases to
avoid short selling, or to short through alternative vehicles such as
OTC derivatives to avoid reporting?
     Given that Rule 10a-3T requires reporting of short sales
and short positions, but does not require Form SH filers to report
whether the short sales are being used to hedge other positions, does
the Form SH information provide an accurate picture of the short
selling activities of institutional investment managers and their
clients? Is there an alternative reporting requirement that would more
accurately reflect managers' true activities?
     Rule 10a-3T requires a single form that aggregates short
positions across multiple systems and across portfolios managed for
multiple customers. Does the aggregation process pose any special
difficulties or impose additional costs beyond those that would be
incurred if filers could submit separate reports for separate units or
systems?
     How costly will it be for Form SH filers to develop the
code needed to file Form SH in XML format? Are there less costly
alternatives that will present the Form SH data in a machine readable
format?

VII. Consideration of Burden of Competition and Promotion of
Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act \45\ requires us, when
adopting rules under the Exchange Act, to consider the impact that any
new rule would have on competition. In addition, section 23(a)(2)
prohibits us from adopting any rule that would impose a burden on
competition not necessary or appropriate in furtherance of the purposes
of the Exchange Act. Section 3(f) of the Exchange Act \46\ and section
2(c) of the Investment Company Act of 1940 \47\ require us, when
engaging in rulemaking to consider or determine whether an action is
necessary or appropriate in the public interest, to consider, in
addition to the protection of investors, whether the action will
promote efficiency, competition, and capital formation.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78w(a)(2).
    \46\ 15 U.S.C. 78c(f).
    \47\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    We believe that Rule 10-a3T will not have an adverse impact on
competition among the institutional investment managers required to
file Form SH and other parties effecting short sales because the
Commission will keep Form SH information nonpublic to the extent
permitted by law. We have received comments indicating that the
information required by Form SH is highly proprietary and could be used
to try and reverse engineer an institutional investment manager's
trading strategy.\48\ In addition, there is a concern that public
disclosure could inaccurately suggest that the managers effecting short
sales have a negative view of some issuers' prospects given that short
sales may be a part of some managers' routine hedging strategies.\49\
---------------------------------------------------------------------------

    \48\ See, for example, letter from WilmerHale dated October 10,
2008 available in file No. S7-24-08.
    \49\ Id.
---------------------------------------------------------------------------

    Further, the rule imposes similar costs on institutional investment
managers of similar size, given that only larger institutional
investment managers subject to the Form 13F filing requirement are
subject to the Form SH filing requirement. Therefore, it does not
create any competitive disadvantages among these managers. Rule 10a-3T
could, however, create an advantage for smaller institutional
investment managers that are not subject to the Form SH filing
requirement as compared to the larger filers. We believe any burden on
competition imposed by the rule is necessary or appropriate in
furtherance of the purposes of the Exchange Act because the rule will
assist us in addressing concerns that short selling may be used to
manipulate the stock of issuers.
    To the extent Rule 10a-3T achieves its objective of combating
market manipulation, the rule should promote efficiency and capital
formation by increasing investor confidence and strengthening the
market's ability to correctly incorporate accurate information into
securities prices. We request comment on these matters in connection
with the rule.

VIII. Regulatory Flexibility Certification

    Section 3(a) of the Regulatory Flexibility Act requires the
Commission to undertake a Regulatory Flexibility Analysis of the effect
of its rules on small entities unless the Commission certifies that the
rules do not have a significant economic impact on a substantial number
of small entities.\50\ Pursuant to Section 605(b) of the Regulatory
Flexibility Act, the Commission hereby certifies that Exchange Act Rule
10a-3T and Form SH do not have a significant impact on a substantial
number of small entities.\51\ A ``small entity'' is defined under Rule
0-7 of the Investment Advisers Act of 1940 for purposes of the
Regulatory Flexibility Act as an investment adviser that:
---------------------------------------------------------------------------

    \50\ 5 U.S.C. 603(a).
    \51\ Although the requirements of the Regulatory Flexibility Act
do not apply to rules adopted under the Administrative Procedure
Act's ``good cause'' exception, see 5 U.S.C. 601(2) (defining
``rule'' and notice requirements under the Administrative Procedure
Act), we have nevertheless provided this certification.
---------------------------------------------------------------------------

     Has assets under management and reported in its annual
updating amendment to Form ADV of less than $25 million;
     Did not have total assets of $5 million or more on the
last day of its most recent fiscal year; and
     Does not control, is not controlled by, and is not under
common control with another investment adviser that has assets under
management of $25 million or more, or any person (other than a natural
person) that had total assets of $5 million or more on the last day of
the most recent fiscal year.
    Rule 10a-3T requires only an institutional investment manager that
exercises investment discretion over investment accounts holding
section 13(f) securities having an aggregate fair market value of at
least $100 million on the last trading day of a month that is relevant
to the period covered by the rule to file Form SH with the Commission.
Therefore, we do not expect the rule to affect a significant number of
small entities under the definition of ``small entity'' set forth
above. Not all of the institutional investment managers that may be
required to file Form SH are registered as investment advisers under
the Investment Advisers Act. Despite the fact that the Rule 0-7
definition of a small entity is designed for purposes of the Investment
Advisers Act, it also provides a useful basis for determining whether
unregistered investment advisers are small entities.
    We solicit comment on the certification. Commenters are asked to
describe the nature of any impact on small entities and provide any
empirical data.

IX. Statutory Basis and Text of Amendments

    We are adopting amendments to rules pursuant to sections 3(b), 10
and 23(a) of the Exchange Act, as amended.

List of Subjects in 17 CFR Parts 240 and 249

    Reporting and recordkeeping requirements, Securities.

0
In accordance with the foregoing, the Securities and Exchange
Commission is amending Title 17, chapter II of the Code of Federal
Regulations as follows:

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
1. The authority citation for part 240 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4,
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
* * * * *

0
2. Section 240.10a-3T is added to read as follows:

Sec.  240.10a-3T  Temporary Rule for reporting short sales by
institutional investment managers.

    (a)(1) For purposes of this section, the terms ``investment
discretion'' and ``section 13(f) securities'' shall have the meanings
set forth in Sec.  240.13f-1(b) and Sec.  240.13f-1(c), respectively.
    (2) For purposes of this section, the term ``short sale'' shall
have the meaning set forth in Sec.  242.200(a) of this chapter, and,
for purposes of Form SH a ``short position'' is the aggregate gross
short sales of an issuer's section 13(f) securities (excluding
options), less purchases to close out a short sale in the

same issuer. The Form SH short position is not net of long position in
the issuer. If a person that has loaned a security to another person
sells the security and a bona fide recall is initiated within two
business days after trade date, the person that has loaned the security
is deemed to own the security for purposes of Rule 200(g)(1) and Rule
200(b) of Regulation SHO, and such sale will not be treated as a short
sale.
    (b)(1) Every institutional investment manager that exercises
investment discretion with respect to accounts holding section 13(f)
securities that has filed, or was required to file, a Form 13F (Sec.
249.325 of this chapter) for the calendar quarter, as required under
Section 13(f) of the Act (15 U.S.C. 78m(f)) and Sec.  240.13f-1(a)
thereunder, shall file a report on Form SH (Sec.  249.326T of this
chapter) with the Commission on the last business day of each calendar
week immediately following a calendar week in which the institutional
investment manager has effected a reportable short sale with respect to
a section 13(f) security that is not an option.
    (2) An institutional investment manager is not required to file
Form SH to report short sales or short positions of section 13(f)
securities on Form SH where:
    (i) No short sales of a section 13(f) security have been effected
during the reporting period to be covered by the Form SH filing; or
    (ii) On each calendar day during the calendar week, the start of
day short position, the gross number of securities sold short during
the day and the end of day short position each constitute less than
one-quarter of one percent of that class of the issuer's section 13(f)
securities issued and outstanding as reported on the issuer's most
recent annual, quarterly or current report filed with the Commission
pursuant to section 13 of the Exchange Act, unless the manager knows or
has reason to believe the information contained therein is inaccurate,
and the fair market value of the start of day short position, the gross
number of securities sold short during the day and the end of day short
position each are less than $10,000,000.
    (3) Once a determination is made that a Form SH filing is required,
an institutional investment manager is not required to report short
sales or short positions of section 13(f) securities on Form SH where:
    (i) On any calendar day of the calendar week, the start of day
short position, the gross number of securities sold short during the
day, or the end of day short position in the section 13(f) security
constitutes less than one-quarter of one percent of that class of the
issuer's section 13(f) securities issued and outstanding as reported on
the issuer's most recent annual, quarterly or current report filed with
the Commission pursuant to section 13 of the Exchange Act, unless the
manager knows or has reason to believe the information contained
therein is inaccurate, and the fair market value of the start of day
short position, the gross number of securities sold short during the
day, or the end of day short position is less than $10,000,000. The
institutional investment manager must designate in the appropriate data
element its reliance on this exception with respect to information
otherwise required to be reported; or
    (ii) A broker-dealer seeks to execute a customer order, either in
whole or in part, through a riskless principal transaction, and a short
sale results from a sale order of a customer who is net long the
section 13(f) security, or a purchase order of a section 13(f)
security.
    (4) The Form SH shall be nonpublic to the extent permitted by law.
    (c) A report on Form SH shall identify the date of the transaction,
the institutional investment manager by EDGAR Central Index Key, the
issuer name and CUSIP for the relevant securities and reflect the start
of day short position, the gross number of securities sold short during
the day, and the end of day short position, on each day of the calendar
week in which short sale trading activity occurred.
    (d) This section will expire on August 1, 2009.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
3. The authority citation for Part 249 continues to read in part as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
4. Add Sec.  249.326T and Temporary Form SH to read as follows:

Sec.  249.326T  Form SH, weekly report of short sales and positions.

    (a) This form shall be used by institutional investment managers to
file weekly reports pursuant to Sec.  240.10a-3T of this chapter. A
weekly report on this form pursuant to Sec.  240.10a-3T of this chapter
shall be filed on the last business day of each calendar week
immediately following a calendar week in which the institutional
investment manager effected a short sale and shall be nonpublic to the
extent permitted by law.
    (b) The temporary section will expire on August 1, 2009.

    Note: The text of Form SH does not, and this amendment will not,
appear in the Code of Federal Regulations.

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                              OMB APPROVAL
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OMB Number: 3235-0646
Expires: April 30, 2009
Estimated average burden hours per response: 20.0
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form SH

Weekly Report of Short Sales and Short Positions

General Instructions

    1. Rule as to Use of Temporary Form SH (``Form SH'').
Institutional investment managers (``Managers'') that exercise
investment discretion with respect to accounts holding section 13(f)
securities, as defined in rule 13f-1(c) under the Securities
Exchange Act of 1934 [15 U.S.C. 78m(f)] (``Exchange Act''), who have
filed or were required to file a Form 13F for the previous calendar
quarter, must file a nonpublic report on Form SH with the Commission
to report certain information about short sales and short positions.
The nonpublic Form SH filing must be made on the last business day
of each calendar week immediately following a Form SH reporting
period (i.e., the preceding Sunday-Saturday calendar week) in which
the Manager entered into any new short positions with respect to any
section 13(f) securities except for any short positions for options
(``SH Short Positions''). The nonpublic Form SH will report SH Short
Positions for the Sunday-Saturday calendar week that precedes the
date on which the Form SH is due to be filed.
    2. Rules to Prevent Duplicative Reporting. If two or more
Managers that are required to file a report on Form SH for the
reporting period exercise investment discretion with respect to the
same securities, only one such Manager must include information in
its reports on Form SH. A Manager whose information is reported on
Form SH by another Manager (or Managers), must identify the
Manager(s) reporting on its behalf.
    3. Filing of Form SH. A Form SH report that is filed by a
Manager with the Commission shall be nonpublic to the extent
permitted by law. A Manager must label its Form SH as non-public by
adding the phrase NONPUBLIC (in bold and capital letters) at the top
and bottom of each page of the form with the exception of the XML
tagged data file containing transaction data. A Manager must file a
Form SH report with the Commission on the last business day of each
calendar week immediately following the preceding calendar week
period (Sunday--Saturday) in which the Manager has entered into any
new SH Short Position(s) in accordance with Rule 232.13 of
Regulation S-T [17 CFR 232.13]. The Form SH must be

filed electronically using the Commission's EDGAR system.
    4. Official List of Section 13(f) Securities. The Official List
of Section 13(f) Securities published by the Commission (the ``13F
List'') lists the securities the holdings of which a Manager is to
report on Form 13F. See rule 13f-1(c) [17 CFR 240.13f-1(c)]. Form SH
filers may rely on the current 13F List in determining whether they
need to report on Form SH information about any particular equity
security, excluding short positions for options that are on the 13F
List. The 13F List is available on the SEC's Web site, at http://
www.sec.gov/divisions/investment/13flists.htm. Paper copies are
available at a reasonable fee from the Securities and Exchange
Commission, Public Reference Room, 100 F Street, NE., Washington, DC
20549-1520.

Paperwork Reduction Act Information

    The Office of Management and Budget has approved this collection
of information pursuant to 44 U.S.C. 3507 and 5 CFR 1320.13. The OMB
control number for this collection of information is 3235-0646. 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. We estimate that providing the
requested information will take, on average, approximately 20 hours.
Any member of the public may direct to the Commission any comments
concerning the accuracy of this burden estimate and any suggestions
for reducing this burden.
    Filings with the form types set forth in this instruction will
be filed on a nonpublic basis.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

TEMPORARY FORM SH

WEEKLY REPORT OF SHORT SALES AND SHORT POSITIONS

Report for the Period Ended: [Month, Day, Year]------------------------

Check here if Amendment [ ]; Amendment Number:-------------------------

    This Amendment (Check only one):
[ ] is a restatement.
[ ] adds new entries.
    Institutional Investment Manager Filing this Report:

Name:------------------------------------------------------------------

Address:---------------------------------------------------------------

-----------------------------------------------------------------------

-----------------------------------------------------------------------

Form 13F File Number: 28-----------------------------------------------

Central Index Key (CIK) Number:----------------------------------------

    The institutional investment manager filing this report and the
person by whom it is signed hereby represent that the person signing
the report is authorized to submit it, that all information
contained herein is true, correct and complete, and that it is
understood that all required items, statements, schedules, lists,
and tables, are considered integral parts of this form.
    Person Signing this Report on Behalf of Reporting Manager:

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

Phone:-----------------------------------------------------------------

Signature, Place, and Date of Signing

-----------------------------------------------------------------------

[Signature]

-----------------------------------------------------------------------

[City, State]
-----------------------------------------------------------------------

[Date]

    Report Type (Check only one):
    [ ] FORM SH ENTRIES REPORT. (Check here if all entries of this
reporting manager are reported in this report.)
    [ ] FORM SH NOTICE. (Check here if no entries reported are in
this report, and all entries are reported by other reporting
manager(s).)
    [ ] FORM SH COMBINATION REPORT. (Check here if a portion of the
entries for this reporting manager is reported in this report and a
portion is reported by other reporting manager(s).)
    List of Other Managers Reporting for this Manager:
    Provide a list of the name(s), Form 13F file number(s) and CIK
numbers of all institutional investment managers who are reporting
for this manager.

[If there are no entries in this list, state ``NONE''.]
Number of Other Included Managers:-------------------------------------

Total Number of Transactions Reported:
-----------------------------------------------------------------------

    List of Other Included Managers:
    Provide a numbered list of the name(s), Form 13F file number(s)
and CIK numbers of all institutional investment managers with
respect to which this Form SH report is filed, other than the
manager filing this report.

[If there are no entries in this list, state ``NONE''.]

                                                                    Information Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
            Element 1                  Element 2           Element 3           Element 4           Element 5           Element 6           Element 7
--------------------------------------------------------------------------------------------------------------------------------------------------------
Date............................  CIK of Manager....  Name of Issuer....  CUSIP.............  Short Position      Number of           Short Position
                                                                                (Start of Day).     Securities Sold     (End of Day).
                                                                                Short (Day).
--------------------------------------------------------------------------------------------------------------------------------------------------------

* * * * *

    By the Commission.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-24895 Filed 10-16-08; 8:45 am]

BILLING CODE 8011-01-P