Regulation S-T

Rule 101
Mandated Electronic Submissions and Exceptions

a. Mandated electronic submissions.

1. The following filings, including any related correspondence and supplemental information, except as otherwise provided, shall be submitted in electronic format:

i. Registration statements and prospectuses filed pursuant to the Securities Act or registration statements filed pursuant to Sections 12(b) or 12(g) of the Exchange Act;

ii. Statements and applications filed with the Commission pursuant to the Trust Indenture Act (15 U.S.C. 77aaa, et seq.), other than applications for exemptive relief filed pursuant to section 304 (15 U.S.C. 77ddd) and section 310 (15 U.S.C. 77jjj) of that Act;

iii. Statements, reports and schedules filed with the Commission pursuant to sections 13, 14, 15(d) or 16(a) of the Exchange Act, and proxy materials required to be furnished for the information of the Commission in connection with annual reports on Form 10-K, or Form 10-KSB filed pursuant to section 15(d) of the Exchange Act.

Notes to paragraph (a)(1)(iii).

1. Electronic filers filing Schedules 13D and 13G with respect to foreign private issuers should include in the submission header all zeroes (i.e., 00-0000000) for the IRS tax identification number because the EDGAR system requires an IRS number tag to be inserted for the subject company as a prerequisite to acceptance of the filing.

2. Foreign private issuers must file or submit their Form 6-K reports in electronic format, except as otherwise permitted by paragraphs (b)(1) and (b)(7) of this section.

iv. Documents filed with the Commission pursuant to sections 8, 17, 20, 23(c), 24(e), 24(f), and 30 of the Investment Company Act; provided, however, that submissions under section 6(c) or 17(g) of that Act, or documents related to applications for exemptive relief under any section of that Act, shall not be made in electronic format;

v. Documents filed with the Commission pursuant to the Public Utility Act (15 U.S.C. 79a et seq.);

vi. Form CB filed or submitted under Rule 801 or Rule 802 under the Securities Act or Rules 13e-4(h)(8), 14e-2(d) under the Exchange Act if the party filing or submitting the Form CB is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

vii. Form F-X except as otherwise provided by Rule 101(b)(9); and

viii. Form F-N (§ 239.43 of this chapter) filed by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries under Rule 489 under the Securities Act.

ix. Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter), except that the authenticating document required by Rule 10(b) of Regulation S-T shall not be filed in electronic format, and related correspondence and supplemental information submitted after filing Form ID shall not be submitted in electronic format.

x. Form 25 (§249.25 of this chapter);

xi. Form TA-1 (§249.100 of this chapter), Form TA-2 (§249.102 of this chapter), and Form TA-W (§249.101 of this chapter);

xii. Forms 15 and 15F (§249.323 and §249.324 of this chapter); and

xiii. Form D (§239.500 of this chapter).

2. The following amendments to filings, including any related correspondence and supplemental information except as otherwise provided, shall be submitted as follows:

i. Any amendment to a filing by or relating to a registrant required to file electronically, including any amendment to a paper filing, shall be submitted in electronic format;

ii. The first electronic amendment to a paper format Schedule 13D or Schedule 13G, shall restate the entire text of the Schedule 13D or 13G, but previously filed paper exhibits to such Schedules are not required to be restated electronically. See Rule 102 regarding amendments to exhibits previously filed in paper format. Notwithstanding the foregoing, if the sole purpose of filing the first electronic Schedule 13D or 13G amendment is to report a change in beneficial ownership that would terminate the filer's obligation to report, the amendment need not include a restatement of the entire text of the Schedule being amended.

3. Supplemental information shall be submitted in electronic format except as provided in paragraph (c)(2) of this section. The information shall be stored in the non-public EDGAR data storage area as correspondence. Supplemental information that is submitted in electronic format shall not be returned.

Note:

Failure to submit a required electronic filing pursuant to this paragraph (a), as well as any required confirming electronic copy of a paper filing made in reliance on a hardship exemption, as provided in Rules 201 and 202 of Regulation S-T , will result in ineligibility to use Forms S-2, S-3, S-8, F-2 and F-3, restrict incorporation by reference of the document submitted in paper (see Rule 303 of Regulation S-T ), or toll certain time periods associated with tender offers (see Rule 13e-4(f)(12) and Rule 14e-1(e) under the Exchange Act).

b. Permitted electronic submissions. The following documents may be submitted to the Commission in electronic format, at the option of the electronic filer:

1. Annual reports to security holders furnished for the information of the Commission under Rule 14a-3(c) or Rule 14c-3(b), under the requirements of Form 10-K or Form 10-KSB filed by registrants under Exchange Act Section 15(d), or by foreign private issuers filed on Form 6-K under Rule 13a-16 or Rule 15d-16 under the Exchange Act;

2. Notices of exempt solicitation furnished for the information of the Commission pursuant to Rule 14a-6(g) under the Exchange Act and notices of exempt preliminary roll-up communications furnished for the information of the Commission pursuant to Rule 14a-6(n) under the Exchange Act;

3. Form 11-K. Registrants who satisfy their Form 11-K filing obligations by filing amendments to Forms 10-K or 10-KSB, as provided by Rule 15d-21 under the Exchange Act, also may choose to file such amendments in paper or electronic format;

4. Form 144, where the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

5. Periodic reports and reports with respect to distributions of primary obligations filed by:

i. The International Bank for Reconstruction and Development under Section 15(a) of the Bretton Woods Agreements Act (22 U.S.C. 286k-1(a)) and 17 CFR Part 285;

ii. The Inter-American Development Bank under Section 11(a) of the Inter-American Development Bank Act (22 U.S.C. 283h(a)) and 17 CFR Part 286;

iii. The Asian Development Bank under Section 11(a) of the Asian Development Bank Act (22 U.S.C. 285h(a)) and 17 CFR Part 287;

iv. The African Development Bank under Section 9(a) of the African Development Bank Act (22 U.S.C. 290i-9(a)) and 17 CFR Part 288;

v. The International Finance Corporation under Section 13(a) of the International Finance Corporation Act (22 U.S.C. 282k(a)) and 17 CFR Part 289; and

vi. The European Bank for Reconstruction and Development under Section 9(a) of the European Bank for Reconstruction and Development Act (22 U.S.C. 290 l -7(a)) and 17 CFR Part 290;

6. A report or other document submitted by a foreign private issuer under cover of Form 6-K that the issuer must furnish and make public under the laws of the jurisdiction in which the issuer is incorporated, domiciled or legally organized (the foreign private issuer's "home country"), or under the rules of the home country exchange on which the issuer's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the issuer's security holders, and, if discussing a material event, has already been the subject of a Form 6-K or other Commission filing or submission on EDGAR;

7. Form CB if the party filing or submitting the Form CB is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

8. Form F-X if:

i. The party filing or submitting a Form CB is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act; or

ii. Filed by a Canadian issuer when qualifying an offering statement pursuant to the provisions of Regulation A;

9. Documents filed with the Commission pursuant to section 33 of the Investment Company Act (15 USC 80a-32); and

10T. Form D (§239.500 of this chapter) but this temporary §232.101(b)(10)T will expire on March 16, 2009.

c. Documents to be submitted in paper only. The following shall not be submitted in electronic format:

1.

i. Confidential treatment requests and the information with respect to which confidential treatment is requested;

ii. Preliminary proxy materials and information statements with respect to a matter specified in Item 14 of Schedule 14A for which confidential treatment has been requested in the manner prescribed by Rule 14a-6(e)(2) or Rule 14c-5(d)(2) under the Exchange Act;

2. Supplemental information, if the submitter requests that the information be protected from public disclosure under the Freedom of Information Act (5 U.S.C. 552) pursuant to a request for confidential treatment under Rule 83 (17 CFR § 200.83) or if the submitter requests that the information be returned after staff review and the information is of the type typically returned by the staff pursuant to Rule 418(b) of Regulation C or Rule 12b-4 of Regulation 12B ;

3. Shareholder proposals and all related correspondence submitted pursuant to Rule 14a-8 under the Exchange Act;

4. No-action and interpretive letter requests (17 CFR 200.81 and section 12(h) under the Exchange Act);

5. Applications for exemptive relief filed pursuant to Sections 304 and 310 of the Trust Indenture Act;

6. Filings relating to offerings exempt from registration under the Securities Act, including filings made pursuant to Regulation A (§§230.251-230.263 of this chapter), and Regulation E (§§230.601-230.610a of this chapter), as well as filings on Form 144(§239.144 of this chappter) where the issuer of the securities is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 USC 78m or 78o(d), respectively);

7. Promotional and Sales Material submitted pursuant to Securities Act Industry Guide 5 or otherwise supplementally furnished for review by the staff of the Division of Corporation Finance; and sales literature submitted under Rule 24b-2 under the Investment Company Act ;

8. Documents and symbols in a foreign language (see Rule 306 of Regulation S-T);

9. Exchange Act filings submitted to the Division of Market Regulation, except for Form 25.

10. Documents relating to investigations and litigation submitted pursuant to the Commission's Rules of Practice (Subpart D of Part 201 of Title 17 of the Code of Federal Regulations);

11. Submissions under Sections 6(c), 17(g), and 33 of the Investment Company Act and documents related to applications for exemptive relief under any section of the Act;

12. Annual Reports to Security Holders furnished by Public Utility Holding Companies under Exhibit A to Form U5S or under Rule 29 (17 CFR § 250.29);

13. Reports to State Commissions, if furnished by Public Utility Holding Companies under Exhibit E to Form U5S (17 CFR § 259.5s);

14. Maps furnished by Public Utility Holding Companies under Exhibits E to Forms U5B and U-1 (17 CFR §§ 259.5b and 259.101);

15. Annual reports filed with the Commission by indenture trustees pursuant to Section 313 of the Trust Indenture Act (15 U.S.C. 77mmm); and

16. Applications for an exemption from Exchange Act reporting obligations filed pursuant to Section 12(h) of the Exchange Act.