Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 102 -- Exhibits

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1. Exhibits to an electronic filing that have not previously been filed with the Commission shall be filed in electronic format, absent a hardship exemption. Previously filed exhibits, whether in paper or electronic format, may be incorporated by reference into an electronic filing to the extent permitted by Item 10(f) of Regulation S-B and Item 10(d) of Regulation S-K, Rule 411 under the Securities Act, Rule 12b-23 or 12b-32 under the Exchange Act, Rule 22 under the Public Utility Holding Company Act (§ 250.22 of this chapter), Rules 0-4, 8b-23, and 8b-32 under the Investment Company Act and Rule 303 of Regulation S-T. An electronic filer may, at its option, restate in electronic format an exhibit incorporated by reference that originally was filed in paper format.
   
   

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   Note to paragraph a:
   
   Exhibits to a Commission schedule filed pursuant to Section 13 or 14(d) of the Exchange Act may be filed in paper under cover of Form SE where such exhibits previously were filed in paper (prior to a registrant's becoming subject to mandated electronic filing or pursuant to a hardship exemption) and are required to be refiled pursuant to the schedule's general instructions. See Rule 311(b) of Regulation S-T.

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2. Amendments to all exhibits shall be filed in electronic format, absent a hardship exemption.
   
   
3. Notwithstanding any other provision of this section, an electronic filer shall, upon amendment, restate in electronic format its articles of incorporation, by-laws or investment advisory agreement (in the case of a registered investment company or a business development company).
   
   
4. Each electronic filing requiring exhibits must include an exhibit index which must immediately precede the exhibits filed with the document. The index must list each exhibit filed, whether filed electronically or in paper. Whenever a filer files an exhibit in paper pursuant to a temporary or continuing hardship exemption (Rule 232.201 or Rule 232.202) or pursuant to Rule 232.311, the filer must place the letter "P" next to the listed exhibit in the exhibit index of the electronic filing to reflect the fact that the filer filed the exhibit in paper. In addition, if the exhibit is filed in paper pursuant to Rule 232.311, the filer must place the designation "Rule 311" next to the letter "P" in the exhibit index. If the exhibit is filed in paper pursuant to a temporary or continuing hardship exemption, the filer must place the letters "TH" or "CH," respectively, next to the letter "P" in the exhibit index. Whenever an electronic confirming copy of an exhibit is filed pursuant to a hardship exemption (Rule 232.201 or Rule 232.202(d)), the exhibit index should specify where the confirming electronic copy can be located; in addition, the designation "CE" (confirming electronic) should be placed next to the listed exhibit in the exhibit index.
   
   
5. Notwithstanding the provisions of paragraphs (a) through (d) of this section, any incorporation by reference by a registered investment company or a business development company must relate only to documents that have been filed in electronic format on the EDGAR system, unless the document has been filed in paper under a hardship exemption (Rule 232.201 or Rule 232.202) and any required confirming electronic copy has been submitted.
   
   
6. Persons submitting filings electronically under the Public Utility Act shall not be subject to paragraph (c) of this section.

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