14416 Federal Register / Vol. 72, No. 59 / Wednesday, March 28, 2007 / Rules and Regulations 

1 17 CFR 240.19b–4. 

2 17 CFR 249.819. 

3Securities Exchange Act Release No. 50486, 69 

FR 60287 (October 8, 2004) [File No. S7–18–04]. 

4 17 CFR 232 et seq. 

5 17 CFR 200.30–3, Delegation of authority to the 

Director of Division of Market Regulation. 

6 17 CFR 200.30–1(j) and (k) and 200.30–6(j) and 

(k). 

and the recommendation of the staff, 

and is made effective as to any firm 

granted relief hereunder based upon the 

filings and representations of such firms 

required hereunder. Any material 

changes or omissions in the facts and 

circumstances pursuant to which this 

Order is granted might require the 

Commission to reconsider its finding 

that the standards for relief set forth in 

Regulation 30.10 and, in particular, 

Appendix A, have been met. Further, if 

experience demonstrates that the 

continued effectiveness of this Order in 

general, or with respect to a particular 

firm, would be contrary to public policy 

or the public interest, or that the 

systems in place for the exchange of 

information or other circumstances do 

not warrant continuation of the 

exemptive relief granted herein, the 

Commission may condition, modify, 

suspend, terminate, withhold as to a 

specific firm, or otherwise restrict the 

exemptive relief granted in this Order, 

as appropriate, on its own motion. 

The Commission will continue to 

monitor the implementation of its 

program to exempt firms located in 

jurisdictions generally deemed to have a 

comparable regulatory program from the 

application of certain of the foreign 

futures and option regulations and will 

make necessary adjustments if 

appropriate. 

Issued in Washington, DC on March 23, 

2007. 

Eileen A. Donovan, 

Acting Secretary of the Commission. 

[FR Doc. 07–1521 Filed 3–27–07: 8:45 am) 

BILLING CODE 6351–01–M 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 200 and 232 

[Release No. 34–55502] 

Technical Amendment to Regulation 

S–T 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule; technical 

amendments. 

SUMMARY: The Securities and Exchange 

Commission (‘‘Commission’’) is 

amending Regulation S–T to make a 

correction with respect to mandated 

electronic submissions and to include 

persons or entities that submit filings for 

review by the Division of Market 

Regulation as persons or entities that are 

subject to the electronic filing 

requirements of Regulation S–T. The 

amendment will clarify that a filing 

submitted on an electronic filing system 

other than the Electronic Data 

Gathering, Analysis, and Retrieval 

(‘‘EDGAR’’) system is not a mandated 

submission under Regulation S–T and 

will clarify that filers who submit forms 

on EDGAR for review by the Division of 

Market Regulation are subject to the 

requirements of Regulation S–T. The 

Commission is also amending the Rules 

of Organization and Program 

Management to delegate authority to the 

Director of the Division of Market 

Regulation to adjust the filing date of an 

electronic submission and to grant or 

deny a continuing hardship exemption 

from electronic filing under Regulation 

S–T. The amendment will conserve 

Commission resources and will allow 

the Commission to make such 

adjustments and to grant or deny such 

exemptions in a timely manner. 

DATES: Effective Date: April 27, 2007. 

FOR FURTHER INFORMATION CONTACT: Jerry 

Carpenter, Assistant Director, or 

Catherine Moore, Special Counsel, (202) 

551–5710, Division of Market 

Regulation, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–6628. 

SUPPLEMENTARY INFORMATION: 

I. Background 

On October 4, 2004, the Securities 

and Exchange Commission 

(‘‘Commission’’) adopted an amendment 

to Rule 19b–4 1 to require that Form 

19b–4 2 be filed electronically on the 

Commission’s Electronic Form 19b–4 

Filing System (‘‘EFFS’’).3 At the same 

time, the Commission amended Rule 

101(a) of Regulation S–T4 to mandate 

that Form 19b–4 be submitted to the 

Commission in electronic format and 

amended Rule 101(c)(9) of Regulation 

S–T to except Form 19b–4 from the 

requirement that filings submitted to the 

Division of Market Regulation be 

submitted in paper format. However, 

Regulation S–T only applies to 

electronic filings that are submitted on 

EDGAR, and Form 19b–4 is not 

submitted through EDGAR. As a result, 

Rules 101(a) and 101(c)(9) of Regulation 

S–T should not have been amended 

with respect to Form 19b–4. The 

Commission is making a technical 

amendment to remove the reference to 

Form 19b–4 in Rule 101(a) and to revise 

Rule 101(c)(9) to clarify that forms 

submitted for review by the Division of 

Market Regulation electronically, 

whether on EDGAR or on another 

electronic filing system such as EFFS, 

do not have to be submitted in paper 

format. 

Additionally, the Commission is 

making a technical amendment to Rule 

100 of Regulation S–T to include 

persons or entities that submit filings for 

review by the Division of Market 

Regulation as persons and entities that 

are subject to the electronic filing 

requirements of Regulation S–T. 

Because the EDGAR system was initially 

designed for the electronic submission 

of documents that are subject to review 

by the Divisions of Corporation Finance 

and Investment Management, Rule 100 

currently only applies to registrants 

whose filings are submitted for review 

by those divisions and to such 

registrant’s joint or third party filers. To 

reflect the fact that the Commission has 

recently added Forms 25, TA–1, TA–2, 

and TA–W, which are submitted for 

review by the Division of Market 

Regulation, to the list of mandated 

electronic filings in Section 101(a) of 

Regulation S–T, the Commission is 

amending Rule 100 to include the filers 

of any other forms that are submitted 

through EDGAR for review by the 

Division of Market Regulation as 

persons or entities that are subject to the 

electronic filing requirements of 

Regulation S–T. 

The Commission is amending Rule 

30–3 of the Rules of Organization and 

Program Management 5 to add new 

paragraphs (j) and (k) to delegate to the 

Director of the Division of Market 

Regulation authority to grant or deny a 

request submitted under Regulation S–

T to adjust the filing date of an 

electronic filing and to grant or deny, as 

appropriate, a continuing hardship 

exemption to an electronic filer under 

Rule 202 of Regulation S–T. The 

delegation of authority to the Director of 

the Division of Market Regulation is 

designed to conserve Commission 

resources by permitting staff to adjust 

the filing date of an electronic filing and 

to grant or to deny exemptions where 

appropriate and in a timely manner. 

Nevertheless, the staff may submit 

matters to the Commission for 

consideration, as it deems appropriate. 

The Directors of the Divisions of 

Corporation Finance and of Investment 

Management have previously been 

delegated such authority.6

II. Certain Findings 

Under the Administrative Procedure 

Act (‘‘APA’’), notice of proposed 


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Federal Register / Vol. 72, No. 59 / Wednesday, March 28, 2007 / Rules and Regulations 14417 

7 5 U.S.C. 553(b). 

8For similar reasons, the amendments do not 

require analysis under the Regulatory Flexibility 

Act or analysis of major status under the Small 

Business Regulatory Enforcement Fairness Act. See 

5 U.S.C. 601(2) (for purposes of Regulatory 

Flexibility analyses, the term ‘‘rule’’ means any rule 

for which the agency publishes a general notice of 

proposed rulemaking) and 5 U.S.C. 804(3)(C) (for 

purposes of congressional review of agency 

rulemaking, the term ‘‘rule’’ does not include any 

rule of agency organization, procedure, or practice 

that does not substantially affect the rights or 

obligations of non-agency parties). 

9 15 U.S.C. 78d–1(a) and 78w(a). 10 15 U.S.C. 78s(a) and 78w(a). 

rulemaking is not required ‘‘(A) [for] 

interpretive rules, general statements of 

policy, or rules of agency organization, 

procedure, or practice; or (B) when the 

agency for good cause finds (and 

incorporates the finding and a brief 

statement of reasons therefore in the 

rules issued) that notice and public 

procedure thereon are impracticable, 

unnecessary, or contrary to the public 

interest.’’ 7 The Commission is making 

technical amendments to Regulation S–

T to correct Rule 101 and to make a 

conforming change to Rule 100 with 

respect to forms submitted for review by 

the Division of Market Regulation and 

therefore, notice and public procedure 

is unnecessary. Specifically, Rule 101(a) 

is being amended to remove the 

reference to Form 19b–4 and Rule 101(c) 

is being amended to clarify that only 

forms which are not submitted 

electronically are required to be filed in 

paper. Additionally, Rule 100 is being 

amended to add a new paragraph (d) 

which will define filers whose filings 

are subject to review by the Division of 

Market Regulation as persons or entities 

that are subject to Regulation S–T. The 

amendment reflects the fact that the 

Commission currently mandates that 

Forms 25, TA–1, TA–2, and TA–W be 

filed electronically on EDGAR and that 

the filers of these forms should be (and 

probably believe that they are) subject to 

the requirements and protections of 

Regulation S–T. For these reasons, the 

Commission finds that publishing the 

changes for comment is unnecessary.8

The amendment to Rule 30–3 of the 

Commission’s Rules of Organization and 

Program Management relates solely to 

agency organization, procedure, or 

practice. As such, notice of proposed 

rulemaking is not required. 

III. Statutory Authority 

The Commission is adopting 

amendments § 200.30–3 under the 

authority set forth in sections 4A(a) and 

23(a) of the Securities Exchange Act.9

The Commission is adopting 

amendments to Regulation S–T under 

authority set forth in sections 19(a) of 

the Securities Act and 23(a) of the 

Securities Exchange Act.10 The 

amendments to § 200.30–3 and to 

Regulation S–T are adopted under 

Chapter II of Title 17 of the Code of 

Federal Regulations in the manner set 

forth below. 

List of Subjects 

17 CFR Part 200 

Administrative practice and 

procedure, Authority delegations 

(Government agencies), Organization 

and functions (Government agencies). 

17 CFR Part 232 

Reporting and recordkeeping 

requirements. 

Text of Amendment 

■ In accordance with the foregoing, 

Title 17, Chapter II of the Code of 

Federal Regulations is amended as 

follows: 

PART 200—ORGANIZATION; 

CONDUCT AND ETHICS; AND 

INFORMATION AND REQUESTS 

Subpart A—Organization and Program 

Management 

■ 1. The authority citation for part 200, 

subpart A, continues to read, in part, as 

follows: 

Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 

78d–1, 78d–2, 78w, 78ll(d), 78mm, 80a–37, 

80b–11, and 7202, unless otherwise noted. 

* * * * * 

■ 2. Section 200.30–3 is amended by 

redesignating paragraph (j) as paragraph 

(l) and adding new paragraphs (j) and 

(k) to read as follows: 

§ 200.30–3 Delegation of authority to 

Director of Division of Market Regulation. 

* * * * * 

(j) With respect to the Securities Act 

of 1933 (15 U.S.C. 77a et seq.), the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.), the Trust Indenture 

Act of 1939 (15 U.S.C. 77aaa et seq.), 

and Regulation S-T thereunder (part 232 

of this chapter), to grant or deny a 

request submitted pursuant to Rule 

13(b) of Regulation S–T (§ 232.13(b) of 

this chapter) to adjust the filing date of 

an electronic filing. 

(k) With respect to the Securities Act 

of 1933 (15 U.S.C. 77a et seq.), the 

Securities Exchange Act of 1934 (15 

U.S.C.) 78a et seq.), the Trust Indenture 

Act of 1939 (15 U.S.C. 77aaa et seq.), 

and Regulation S–T thereunder (part 

232 of this chapter) to set the terms of, 

and grant or deny as appropriate, 

continuing hardship exemptions, 

pursuant to Rule 202 of Regulation 

S–T (§ 232.202 of this chapter), from the 

electronic submission requirements of 

Regulation S–T (part 232 of this 

chapter). 

* * * * * 

PART 232—REGULATION S–T—

GENERAL RULES AND REGULATIONS 

FOR ELECTRONIC FILINGS 

■ 3. The authority citation for part 232 

continues to read in part as follows: 

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 

77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 

78w(a), 78ll(d), 80a–8, 80a–29, 80a–30, 80a–

37, and 7201 et seq.; and 18 U.S.C 1350. 

* * * * * 

■ 4. Section 232.100 is amended by: 

■ a. Removing the word ‘‘and’’ at the 

end of paragraph (b); 

■ b. Redesignating paragraph (c) as 

paragraph (d); 

■ c. Adding new paragraph (c); and 

■ d. Revising the term ‘‘registrant’’ in 

newly redesignated paragraph (d) to 

read ‘‘person or entity’’. 

The addition reads as follows: 

§ 232.100 Persons and entities subject to 

mandated electronic filing. 

* * * * * 

(c) Persons or entities whose filings 

are subject to review by the Division of 

Market Regulation; and 

* * * * * 

■ 5. Section 232.101 is amended by: 

■ a. Removing paragraph (a)(1)(x); 

■ b. Redesignating paragraph (a)(1)(xi) 

and (a)(1)(xii) as paragraphs (a)(1)(x) 

and (a)(1)(xi); and 

■ c. Revising paragraph (c)(9). 

The revision reads as follows: 

§ 232.101 Mandated electronic 

submissions and exceptions. 

* * * * * 

(c) * * * 

(9) Exchange Act filings submitted to 

the Division of Market Regulation other 

than those that are submitted in 

electronic format as mandated or 

permitted electronic submissions under 

paragraph (a) and (b) of this section or 

that are submitted electronically in a 

filing system other than EDGAR. 

* * * * * 

Dated: March 21, 2007. 

By the Commission. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5589 Filed 3–27–07; 8:45 am] 

BILLING CODE 8010–01–P 


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