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 shall contain an exhibit index, which should immediately precede the exhibits filed with the document. The index shall list each exhibit filed. Whenever an exhibit is filed in paper pursuant to a temporary or continuing hardship exemption, the letter "P" shall be placed next to the listed exhibit in the exhibit index to reflect that the exhibit was filed in paper pursuant to such exemption. Whenever an electronic confirming copy of an exhibit is filed pursuant to a hardship exemption (Rule 201 or Rule 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, unless the document has been filed in paper under a hardship exemption (Rule 201 or Rule 202) and any required confirming 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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