(v) Describe any specific minimum qualifications that the
nominating committee believes must be met by a nominating committee-
recommended nominee for a position on the registrant's board of
directors, and describe any specific qualities or skills that the
nominating committee believes are necessary for one or more of the
registrant's directors to possess;
    (vi) Describe the nominating committee's process for identifying
and evaluating nominees for director, including nominees recommended by
security holders, and any differences in the manner in which the
nominating committee evaluates nominees for director based on whether
the nominee is recommended by a security holder;
    (vii) With regard to each nominee approved by the nominating
committee for inclusion on the registrant's proxy card (other than
nominees who are executive officers or who are directors standing for
re-election), state which one or more of the following categories of
persons or entities recommended that nominee: security holder, non-
management director, chief executive officer, other executive officer,
third-party search firm, or other specified source. With regard to each
such nominee approved by a nominating committee of an investment
company, state which one or more of the following additional categories
of persons or entities recommended that nominee: security holder,
director, chief executive officer, other executive officer, or employee
of the investment company's investment adviser, principal underwriter,
or any affiliated person of the investment adviser or principal
underwriter;
    (viii) If the registrant pays a fee to any third party or parties
to identify or evaluate or assist in identifying or evaluating
potential nominees, disclose the function performed by each such third
party; and
    (ix) If the registrant's nominating committee received, by a date
not later than the 120th calendar day before the date of the
registrant's proxy statement released to security holders in connection
with the previous year's annual meeting, a recommended nominee from a
security holder that beneficially owned more than 5% of the
registrant's voting common stock for at least one year as of the date
the recommendation was made, or from a group of security holders that
beneficially owned, in the aggregate, more than 5% of the registrant's
voting common stock, with each of the securities used to calculate that
ownership held for at least one year as of the date the recommendation
was made, identify the candidate and the security holder or security
holder group that recommended the candidate and disclose whether the
nominating committee chose to nominate the candidate, provided,
however, that no such identification or disclosure is required without
the written consent of both the security holder or security holder
group and the candidate to be so identified.

    Instructions to Item 407(c)(2)(ix). 1. For purposes of paragraph
(c)(2)(ix) of this Item, the percentage of securities held by a
nominating security holder may be determined using information set
forth in the registrant's most recent quarterly or annual report,
and any current report subsequent thereto, filed with the Commission
pursuant to the Exchange Act (or, in the case of a registrant that
is an investment company registered under the Investment Company Act
of 1940, the registrant's most recent report on Form N-CSR
(Sec. Sec.  249.331 and 274.128 of this chapter)), unless the party
relying on such report knows or has reason

to believe that the information contained therein is inaccurate.
    2. For purposes of the registrant's obligation to provide the
disclosure specified in paragraph (c)(2)(ix) of this Item, where the
date of the annual meeting has been changed by more than 30 days
from the date of the previous year's meeting, the obligation under
that Item will arise where the registrant receives the security
holder recommendation a reasonable time before the registrant begins
to print and mail its proxy materials.
    3. For purposes of paragraph (c)(2)(ix) of this Item, the
percentage of securities held by a recommending security holder, as
well as the holding period of those securities, may be determined by
the registrant if the security holder is the registered holder of
the securities. If the security holder is not the registered owner
of the securities, he or she can submit one of the following to the
registrant to evidence the required ownership percentage and holding
period:
    a. A written statement from the ``record'' holder of the
securities (usually a broker or bank) verifying that, at the time
the security holder made the recommendation, he or she had held the
required securities for at least one year; or
    b. If the security holder has filed a Schedule 13D (Sec.
240.13d-101 of this chapter), Schedule 13G (Sec.  240.13d-102 of
this chapter), Form 3 (Sec.  249.103 of this chapter), Form 4 (Sec.
249.104 of this chapter), and/or Form 5 (Sec.  249.105 of this
chapter), or amendments to those documents or updated forms,
reflecting ownership of the securities as of or before the date of
the recommendation, a copy of the schedule and/or form, and any
subsequent amendments reporting a change in ownership level, as well
as a written statement that the security holder continuously held
the securities for the one-year period as of the date of the
recommendation.
    4. For purposes of the registrant's obligation to provide the
disclosure specified in paragraph (c)(2)(ix) of this Item, the
security holder or group must have provided to the registrant, at
the time of the recommendation, the written consent of all parties
to be identified and, where the security holder or group members are
not registered holders, proof that the security holder or group
satisfied the required ownership percentage and holding period as of
the date of the recommendation.
    Instruction to Item 407(c)(2). For purposes of paragraph (c)(2)
of this Item, the term nominating committee refers not only to
nominating committees and committees performing similar functions,
but also to groups of directors fulfilling the role of a nominating
committee, including the entire board of directors.

    (3) Describe any material changes to the procedures by which
security holders may recommend nominees to the registrant's board of
directors, where those changes were implemented after the registrant
last provided disclosure in response to the requirements of paragraph
(c)(2)(iv) of this Item, or paragraph (c)(3) of this Item.

    Instructions to Item 407(c)(3). 1. The disclosure required in
paragraph (c)(3) of this Item need only be provided in a
registrant's quarterly or annual reports.
    2. For purposes of paragraph (c)(3) of this Item, adoption of
procedures by which security holders may recommend nominees to the
registrant's board of directors, where the registrant's most recent
disclosure in response to the requirements of paragraph (c)(2)(iv)
of this Item, or paragraph (c)(3) of this Item, indicated that the
registrant did not have in place such procedures, will constitute a
material change.

    (d) Audit committee. (1) State whether or not the audit committee
has a charter. If the audit committee has a charter, provide the
disclosure required by Instruction 2 to this Item regarding the audit
committee charter.
    (2) If a listed issuer's board of directors determines, in
accordance with the listing standards applicable to the issuer, to
appoint a director to the audit committee who is not independent (apart
from the requirements in Sec.  240.10A-3 of this chapter), including as
a result of exceptional or limited or similar circumstances, disclose
the nature of the relationship that makes that individual not
independent and the reasons for the board of directors' determination.
    (3)(i) The audit committee must state whether:
    (A) The audit committee has reviewed and discussed the audited
financial statements with management;
    (B) The audit committee has discussed with the independent auditors
the matters required to be discussed by the statement on Auditing
Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU
section 380), as adopted by the Public Company Accounting Oversight
Board in Rule 3200T;
    (C) The audit committee has received the written disclosures and
the letter from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees), as adopted by
the Public Company Accounting Oversight Board in Rule 3600T, and has
discussed with the independent accountant the independent accountant's
independence; and
    (D) Based on the review and discussions referred to in paragraphs
(d)(3)(i)(A) through (d)(3)(i)(C) of this Item, the audit committee
recommended to the board of directors that the audited financial
statements be included in the company's Annual Report on Form 10-K (17
CFR 249.310) (or, for closed-end investment companies registered under
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), the
annual report to shareholders required by section 30(e) of the
Investment Company Act of 1940 (15 U.S.C. 80a-29(e)) and Rule 30d-1 (17
CFR 270.30d-1) thereunder) for the last fiscal year for filing with the
Commission.
    (ii) The name of each member of the company's audit committee (or,
in the absence of an audit committee, the board committee performing
equivalent functions or the entire board of directors) must appear
below the disclosure required by paragraph (d)(3)(i) of this Item.
    (4)(i) If you meet the following requirements, provide the
disclosure in paragraph (d)(4)(ii) of this Item:
    (A) You are a listed issuer, as defined in Sec.  240.10A-3 of this
chapter;
    (B) You are filing either an annual report on Form 10-K or 10-KSB
(17 CFR 249.310 or 17 CFR 249.310b), or a proxy statement or
information statement pursuant to the Exchange Act (15 U.S.C. 78a et
seq.) if action is to be taken with respect to the election of
directors; and
    (C) You are neither:
    (1) A subsidiary of another listed issuer that is relying on the
exemption in Sec.  240.10A-3(c)(2) of this chapter; nor
    (2) Relying on any of the exemptions in Sec.  240.10A-3(c)(4)
through (c)(7) of this chapter.
    (ii)(A) State whether or not the registrant has a separately-
designated standing audit committee established in accordance with
section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)), or a
committee performing similar functions. If the registrant has such a
committee, however designated, identify each committee member. If the
entire board of directors is acting as the registrant's audit committee
as specified in section 3(a)(58)(B) of the Exchange Act (15 U.S.C.
78c(a)(58)(B)), so state.
    (B) If applicable, provide the disclosure required by Sec.
240.10A-3(d) of this chapter regarding an exemption from the listing
standards for audit committees.
    (5) Audit committee financial expert. (i)(A) Disclose that the
registrant's board of directors has determined that the registrant
either:
    (1) Has at least one audit committee financial expert serving on
its audit committee; or
    (2) Does not have an audit committee financial expert serving on
its audit committee.
    (B) If the registrant provides the disclosure required by paragraph
(d)(5)(i)(A)(1) of this Item, it must disclose the name of the audit
committee financial expert and whether

that person is independent, as independence for audit committee members
is defined in the listing standards applicable to the listed issuer.
    (C) If the registrant provides the disclosure required by paragraph
(d)(5)(i)(A)(2) of this Item, it must explain why it does not have an
audit committee financial expert.

    Instruction to Item 407(d)(5)(i). If the registrant's board of
directors has determined that the registrant has more than one audit
committee financial expert serving on its audit committee, the
registrant may, but is not required to, disclose the names of those
additional persons. A registrant choosing to identify such persons
must indicate whether they are independent pursuant to paragraph
(d)(5)(i)(B) of this Item.

    (ii) For purposes of this Item, an audit committee financial expert
means a person who has the following attributes:
    (A) An understanding of generally accepted accounting principles
and financial statements;
    (B) The ability to assess the general application of such
principles in connection with the accounting for estimates, accruals
and reserves;
    (C) Experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by
the registrant's financial statements, or experience actively
supervising one or more persons engaged in such activities;
    (D) An understanding of internal control over financial reporting;
and
    (E) An understanding of audit committee functions.
    (iii) A person shall have acquired such attributes through:
    (A) Education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor
or experience in one or more positions that involve the performance of
similar functions;
    (B) Experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant, auditor or
person performing similar functions;
    (C) Experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing or
evaluation of financial statements; or
    (D) Other relevant experience.
    (iv) Safe harbor. (A) A person who is determined to be an audit
committee financial expert will not be deemed an expert for any
purpose, including without limitation for purposes of section 11 of the
Securities Act (15 U.S.C. 77k), as a result of being designated or
identified as an audit committee financial expert pursuant to this Item
407.
    (B) The designation or identification of a person as an audit
committee financial expert pursuant to this Item 407 does not impose on
such person any duties, obligations or liability that are greater than
the duties, obligations and liability imposed on such person as a
member of the audit committee and board of directors in the absence of
such designation or identification.
    (C) The designation or identification of a person as an audit
committee financial expert pursuant to this Item does not affect the
duties, obligations or liability of any other member of the audit
committee or board of directors.

    Instructions to Item 407(d)(5). 1. The disclosure under
paragraph (d)(5) of this Item is required only in a registrant's
annual report. The registrant need not provide the disclosure
required by paragraph (d)(5) of this Item in a proxy or information
statement unless that registrant is electing to incorporate this
information by reference from the proxy or information statement
into its annual report pursuant to General Instruction G(3) to Form
10-K (17 CFR 249.310).
    2. If a person qualifies as an audit committee financial expert
by means of having held a position described in paragraph
(d)(5)(iii)(D) of this Item, the registrant shall provide a brief
listing of that person's relevant experience. Such disclosure may be
made by reference to disclosures required under Item 401(e) (Sec.
229.401(e)).
    3. In the case of a foreign private issuer with a two-tier board
of directors, for purposes of paragraph (d)(5) of this Item, the
term board of directors means the supervisory or non-management
board. In the case of a foreign private issuer meeting the
requirements of Sec.  240.10A-3(c)(3) of this chapter, for purposes
of paragraph (d)(5) of this Item, the term board of directors means
the issuer's board of auditors (or similar body) or statutory
auditors, as applicable. Also, in the case of a foreign private
issuer, the term generally accepted accounting principles in
paragraph (d)(5)(ii)(A) of this Item means the body of generally
accepted accounting principles used by that issuer in its primary
financial statements filed with the Commission.
    4. A registrant that is an Asset-Backed Issuer (as defined in
Sec.  229.1101) is not required to disclose the information required
by paragraph (d)(5) of this Item.
    Instructions to Item 407(d). 1. The information required by
paragraphs (d)(1)-(3) of this Item shall not be deemed to be
``soliciting material,'' or to be ``filed'' with the Commission or
subject to Regulation 14A or 14C (17 CFR 240.14a-1 through 240.14b-2
or 240.14c-1through 240.14c-101), other than as provided in this
Item, or to the liabilities of section 18 of the Exchange Act (15
U.S.C. 78r), except to the extent that the registrant specifically
requests that the information be treated as soliciting material or
specifically incorporates it by reference into a document filed
under the Securities Act or the Exchange Act. Such information will
not be deemed to be incorporated by reference into any filing under
the Securities Act or the Exchange Act, except to the extent that
the registrant specifically incorporates it by reference.
    2. The disclosure required by paragraphs (d)(1)-(3) of this Item
need only be provided one time during any fiscal year.
    3. The disclosure required by paragraph (d)(3) of this Item need
not be provided in any filings other than a registrant's proxy or
information statement relating to an annual meeting of security
holders at which directors are to be elected (or special meeting or
written consents in lieu of such meeting).

    (e) Compensation committee. (1) If the registrant does not have a
standing compensation committee or committee performing similar
functions, state the basis for the view of the board of directors that
it is appropriate for the registrant not to have such a committee and
identify each director who participates in the consideration of
executive officer and director compensation.
    (2) State whether or not the compensation committee has a charter.
If the compensation committee has a charter, provide the disclosure
required by Instruction 2 to this Item regarding the compensation
committee charter.
    (3) Provide a narrative description of the registrant's processes
and procedures for the consideration and determination of executive and
director compensation, including:
    (i)(A) The scope of authority of each of the compensation committee
(or persons performing the equivalent functions); and
    (B) The extent to which the compensation committee (or persons
performing the equivalent functions) may delegate any authority
described in paragraph (e)(3)(i)(A) of this Item to other persons,
specifying what authority may be so delegated and to whom;
    (ii) Any role of executive officers in determining or recommending
the amount or form of executive and director compensation; and
    (iii) Any role of compensation consultants in determining or
recommending the amount or form of executive and director compensation,
identifying such consultants, stating whether such consultants are
engaged directly by the compensation committee (or persons performing
the equivalent functions) or any other person, describing the nature
and scope of their assignment, the material elements of the
instructions or directions given to the consultants with respect to the
performance of their duties under the engagement and identifying any

executive officer within the registrant the consultants contacted in
carrying out their assignment.
    (4) Under the caption ``Compensation Committee Interlocks and
Insider Participation'':
    (i) The registrant shall identify each person who served as a
member of the compensation committee of the registrant's board of
directors (or board committee performing equivalent functions) during
the last completed fiscal year, indicating each committee member who:
    (A) Was, during the fiscal year, an officer or employee of the
registrant;
    (B) Was formerly an officer of the registrant; or
    (C) Had any relationship requiring disclosure by the registrant
under any paragraph of Item 404 (Sec.  229.404). In this event, the
disclosure required by Item 404 (Sec.  229.404) shall accompany such
identification.
    (ii) If the registrant has no compensation committee (or other
board committee performing equivalent functions), the registrant shall
identify each officer and employee of the registrant, and any former
officer of the registrant, who, during the last completed fiscal year,
participated in deliberations of the registrant's board of directors
concerning executive officer compensation.
    (iii) The registrant shall describe any of the following
relationships that existed during the last completed fiscal year:
    (A) An executive officer of the registrant served as a member of
the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive
officers served on the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of the registrant;
    (B) An executive officer of the registrant served as a director of
another entity, one of whose executive officers served on the
compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of
directors) of the registrant; and
    (C) An executive officer of the registrant served as a member of
the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive
officers served a director of the registrant.
    (iv) Disclosure required under paragraph (e)(4)(iii) of this Item
regarding a compensation committee member or other director of the
registrant who also served as an executive officer of another entity
shall be accompanied by the disclosure called for by Item 404 with
respect to that person.

    Instruction to Item 407(e)(4). For purposes of paragraph (e)(4)
of this Item, the term entity shall not include an entity exempt
from tax under section 501(c)(3) of the Internal Revenue Code (26
U.S.C. 501(c)(3)).

    (f) Shareholder communications and annual meeting attendance. (1)
State whether or not the registrant's board of directors provides a
process for security holders to send communications to the board of
directors and, if the registrant does not have such a process for
security holders to send communications to the board of directors,
state the basis for the view of the board of directors that it is
appropriate for the registrant not to have such a process.
    (2) If the registrant has a process for security holders to send
communications to the board of directors:
    (i) Describe the manner in which security holders can send
communications to the board and, if applicable, to specified individual
directors; and
    (ii) If all security holder communications are not sent directly to
board members, describe the registrant's process for determining which
communications will be relayed to board members.
    Instructions to Item 407(f). 1. In lieu of providing the
information required by paragraph (f)(2) of this Item in the proxy
statement, the registrant may instead provide the registrant's Web
site address where such information appears.
    2. For purposes of the disclosure required by paragraph
(f)(2)(ii) of this Item, a registrant's process for collecting and
organizing security holder communications, as well as similar or
related activities, need not be disclosed provided that the
registrant's process is approved by a majority of the independent
directors or, in the case of a registrant that is an investment
company, a majority of the directors who are not ``interested
persons'' of the investment company as defined in section 2(a)(19)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(19)).
    3. For purposes of this paragraph, communications from an
officer or director of the registrant will not be viewed as
``security holder communications.'' Communications from an employee
or agent of the registrant will be viewed as ``security holder
communications'' for purposes of this paragraph only if those
communications are made solely in such employee's or agent's
capacity as a security holder.
    4. For purposes of this paragraph, security holder proposals
submitted pursuant to Sec.  240.14a-8 of this chapter, and
communications made in connection with such proposals, will not be
viewed as ``security holder communications.''
    Instructions to Item 407. 1. For purposes of this Item:
    a. Listed issuer means a listed issuer as defined in Sec.
240.10A-3 of this chapter;
    b. National securities exchange means a national securities
exchange registered pursuant to section 6(a) of the Exchange Act (15
U.S.C. 78f(a));
    c. Inter-dealer quotation system means an automated inter-dealer
quotation system of a national securities association registered
pursuant to section 15A(a) of the Exchange Act (15 U.S.C. 78o-3(a));
and
    d. National securities association means a national securities
association registered pursuant to section 15A(a) of the Exchange
Act (15 U.S.C. 78o-3(a)) that has been approved by the Commission
(as that definition may be modified or supplemented).
    2. With respect to paragraphs (c)(2)(i), (d)(1) and (e)(2) of
this Item, disclose whether a current copy of the applicable
committee charter is available to security holders on the
registrant's Web site, and if so, provide the registrant's Web site
address. If a current copy of the charter is not available to
security holders on the registrant's Web site, include a copy of the
charter in an appendix to the registrant's proxy statement that is
provided to security holders at least once every three fiscal years,
or if the charter has been materially amended since the beginning of
the registrant's last fiscal year. If a current copy of the charter
is not available to security holders on the registrant's Web site,
and is not included as an appendix to the registrant's proxy
statement, identify in which of the prior fiscal years the charter
was so included in satisfaction of this requirement.

    17. Amend Sec.  229.601 to revise paragraph (b)(10)(iii)(C)(5) to
read as follows:

Sec.  229.601  (Item 601) Exhibits.

* * * * *
    (b) * * *
    (10) * * *
    (iii) * * *
    (C) * * *
    (5) Any compensatory plan, contract or arrangement if the
registrant is a foreign private issuer that furnishes compensatory
information under Item 402(a)(1) (Sec.  229.402(a)(1)) and the public
filing of the plan, contract or arrangement, or portion thereof, is not
required in the registrant's home country and is not otherwise publicly
disclosed by the registrant.
* * * * *
    18. Amend Sec.  229.1107 by revising paragraph (e) to read as
follows:

Sec.  229.1107  (Item 1107) Issuing Entities.

* * * * *

    (e) If the issuing entity has executive officers, a board of
directors or persons performing similar functions, provide the
information required by Items 401, 402, 403 404 and 407(a), (c)(3),
(d)(4), (d)(5) and (e)(4) of Regulation S-K (Sec. Sec.  229.401,
229.402, 229.403, 229.404 and 229.407(a), (c)(3), (d)(4), (d)(5) and
(e)(4)) for the issuing entity.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    19. The authority citation for part 239 continues to read in part
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 77mm,
79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-2(a), 80a-3, 80a-8,
80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
* * * * *
    20. Amend Form SB-2 (referenced in Sec.  239.10) by revising Item
15 to read as follows:

    Note: The text of Form SB-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form SB-2 Registration Statement Under the Securities Act of 1933

* * * * *
    Item 15. Organization Within Last Five Years.
    Furnish the information required by Item 404 of Regulation S-B and
Item 407(a) of Regulation S-B.
* * * * *
    21. Amend Form S-1 (referenced in Sec.  239.11) by revising Item
11, paragraphs (l) and (n) to read as follows:

    Note: The text of Form S-1 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-1 Registration Statement Under the Securites Act of 1933

* * * * *
    Item 11. Information with Respect to the Registrant.
* * * * *
    (l) Information required by Item 402 of Regulation S-K (Sec.
229.402 of this chapter), executive compensation, and information
required by paragraph (e)(4) of Item 407 of Regulation S-K (Sec.
229.407 of this chapter), corporate governance;
* * * * *
    (n) Information required by Item 404 of Regulation S-K (Sec.
229.404 of this chapter), transactions with related persons and
promoters, and Item 407(a) of Regulation S-K (Sec.  229.407(a) of this
chapter), corporate governance.
* * * * *
    22. Amend Form S-3 (referenced Sec.  239.13) by revising General
Instruction I.A.3.(b) and the introductory text of General Instruction
I.B.4.(c) to read as follows:

    Note:  The text of Form S-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-3 Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

    I. Eligibility Requirements for Use of Form S-3 * * *
    A. Registrant Requirements. * * *
    3. * * *
    (b) has filed in a timely manner all reports required to be filed
during the twelve calendar months and any portion of a month
immediately preceding the filing of the registration statement, other
than a report that is required solely pursuant to Items 1.01, 1.02,
2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K (Sec.  249.308
of this chapter). If the registrant has used (during the twelve
calendar months and any portion of a month immediately preceding the
filing of the registration statement) Rule 12b-25(b) (Sec.  240.12b-
25(b) of this chapter) under the Exchange Act with respect to a report
or a portion of a report, that report or portion thereof has actually
been filed within the time period prescribed by that rule.
* * * * *
    B. Transaction Requirements. * * *
    4. * * *
    (c) The issuer also must have provided, within the twelve calendar
months immediately before the Form S-3 registration statement is filed,
the information required by Items 401, 402, 403 and 407(c)(3), (d)(4),
(d)(5) and (e)(4) of Regulation S-K (Sec.  229.401-Sec.  229.403 and
Sec.  229.407(c)(3),(d)(4), (d)(5) and (e)(4) of this chapter) to:
* * * * *
    23. Amend Form S-4 (referenced in Sec.  239.25) by revising Items
18(a)(7)(ii) and (iii) and 19(a)(7)(ii) and (iii) to read as follows:

    Note: The text of Form S-4 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-4 Registration Statement Under the Securities Act of 1933

* * * * *
    Item 18. Information if Proxies, Consents or Authorizations are to
be Solicited.
    (a) * * *
    (7) * * *
    (ii) Item 402 of Regulation S-K (Sec.  229.402 of this chapter),
executive compensation, and paragraph (e)(4) of Item 407 of Regulation
S-K (Sec.  229.407 of this chapter), corporate governance;
    (iii) Item 404 of Regulation S-K (Sec.  229.404 of this chapter),
transactions with related persons and promoters, and Item 407(a) of
Regulation S-K (Sec.  229.407(a) of this chapter), corporate
governance.
* * * * *
    Item 19. Information if Proxies, Consents or Authorizations are not
to be Solicited or in an Exchange Offer.
    (a) * * *
    (7) * * *
    (ii) Item 402 of Regulation S-K (Sec.  229.402 of this chapter),
executive compensation, and paragraph (e)(4) of Item 407 of Regulation
S-K (Sec.  229.407 of this chapter), corporate governance;
    (iii) Item 404 of Regulation S-K (Sec.  229.404), transactions with
related persons and promoters, and Item 407(a) of Regulation S-K (Sec.
229.407(a)), corporate governance.
* * * * *
    24. Amend Form S-11 (referenced in Sec.  239.18) by revising Items
22 and 23 to read as follows:

    Note: The text of Form S-11 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-11 For Registration Under the Securities Act of 1933 of
Securities of Certain Real Estate Companies

* * * * *
    Item 22. Executive Compensation.
    Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter), and the information required by
paragraph (e)(4) of Item 407 of Regulation S-K (Sec.  229.407 of this
chapter).
    Item 23. Certain Relationships and Related Transactions.
    Furnish the information required by Items 404 and 407(a) of
Regulation S-K (Sec. Sec.  229.404 and 229.407(a) of this chapter). If
a transaction involves the purchase or sale of assets by or to the
registrant, otherwise than in the ordinary course of business, state
the cost of the assets to the purchaser and, if acquired by the seller
within two years prior to the transaction, the cost thereof to the
seller. Furthermore, if the assets have been acquired by the seller
within five years prior to the transaction, disclose the aggregate
depreciation claimed by the seller for federal income tax purposes.
Indicate the principle followed in determining the registrant's
purchase or sale price and the name of the person making such
determination.
* * * * *

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

    25. 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, 79q, 79t, 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.
* * * * *
    26. Amend Sec.  240.13a-11 by revising paragraph (c) to read as
follows:

Sec.  240.13a-11  Current reports on Form 8-K (Sec.  249.308 of this
chapter).

* * * * *
    (c) No failure to file a report on Form 8-K that is required solely
pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 5.02(e)
or 6.03 of Form 8-K shall be deemed to be a violation of 15 U.S.C.
78j(b) and Sec.  240.10b-5.
    27. Add Sec.  240.13a-20 to read as follows:

Sec.  240.13a-20  Plain English presentation of specified information.

    (a) Any information included or incorporated by reference in a
report filed under section 13(a) of the Act (15 U.S.C. 78m(a)) that is
required to be disclosed pursuant to Item 402, 403, 404 or 407 of
Regulation S-B (Sec. Sec.  228.402, 228.403, 228.404 or 228.407 of this
chapter) or Item 402, 403, 404 or 407 of Regulation S-K (Sec. Sec.
229.402, 229.403, 229.404 or 229.407 of this chapter) must be presented
in a clear, concise and understandable manner. You must prepare the
disclosure using the following standards:
    (1) Present information in clear, concise sections, paragraphs and
sentences;
    (2) Use short sentences;
    (3) Use definite, concrete, everyday words;
    (4) Use the active voice;
    (5) Avoid multiple negatives;
    (6) Use descriptive headings and subheadings;
    (7) Use a tabular presentation or bullet lists for complex
material, wherever possible;
    (8) Avoid legal jargon and highly technical business and other
terminology;
    (9) Avoid frequent reliance on glossaries or defined terms as the
primary means of explaining information. Define terms in a glossary or
other section of the document only if the meaning is unclear from the
context. Use a glossary only if it facilitates understanding of the
disclosure; and
    (10) In designing the presentation of the information you may
include pictures, logos, charts, graphs and other design elements so
long as the design is not misleading and the required information is
clear. You are encouraged to use tables, schedules, charts and graphic
illustrations that present relevant data in an understandable manner,
so long as such presentations are consistent with applicable disclosure
requirements and consistent with other information in the document. You
must draw graphs and charts to scale. Any information you provide must
not be misleading.
    (b) [Reserved].

    Note to Sec.  240.13a-20. In drafting the disclosure to comply
with this section, you should avoid the following:
    1. Legalistic or overly complex presentations that make the
substance of the disclosure difficult to understand;
    2. Vague ``boilerplate'' explanations that are imprecise and
readily subject to different interpretations;
    3. Complex information copied directly from legal documents
without any clear and concise explanation of the provision(s); and
    4. Disclosure repeated in different sections of the document
that increases the size of the document but does not enhance the
quality of the information.
    28. Amend Sec.  240.14a-6 to revise paragraph (a)(4) to read as
follows:

Sec.  240.14a-6  Filing requirements.

    (a) * * *
    (4) The approval or ratification of a plan as defined in paragraph
(a)(6)(ii) of Item 402 of Regulation S-K (Sec.  229.402(a)(6)(ii) of
this chapter) or amendments to such a plan;
* * * * *
    29. Amend Sec.  240.14a-101 by:
    a. Removing paragraphs (f), (g), and (h) of Item 7 and paragraph
(b)(13)(iii) of Item 22;
    b. Revising ``$60,000'' to read ``$120,000'' in the introductory
text of Items 22(b)(7), (b)(8), and (b)(9); Instruction 2 to Item
22(b)(7); and Instruction 6 to Item 22(b)(9);
    c. Revising Note C, Item 7(b), (c), (d), and (e), the introductory
text of Item 8, the undesignated paragraph following Item 8(d), Item
10(b)(1)(ii), the Instruction to Item 10(b)(1)(ii), the introductory
text of Item 22(b), Item 22(b)(11), the Instruction to paragraph
(b)(11) of Item 22, and the introductory text of Item 22(b)(13); and
    d. Adding Items 22(b)(15), (b)(16), and (b)(17).
    The revisions and additions read as follows:

Sec.  240.14a-101  Schedule 14A. Information required in proxy
statement.

* * * * *
    Notes.
* * * * *
    C. Except as otherwise specifically provided, where any item
calls for information for a specified period with regard to
directors, executive officers, officers or other persons holding
specified positions or relationships, the information shall be given
with regard to any person who held any of the specified positions or
relationship at any time during the period. Information, other than
information required by Item 404 of Regulation S-B or Item 404 of
Regulation S-K, need not be included for any portion of the period
during which such person did not hold any such position or
relationship, provided a statement to that effect is made.
* * * * *
    Item 7. Directors and executive officers. * * *
* * * * *
    (b) The information required by Items 401, 404(a) and (b), 405
and 407(d)(4) and (d)(5) of Regulation S-K (Sec.  229.401, Sec.
229.404, Sec.  229.405 and Sec.  229.407 of this chapter).
    (c) The information required by Item 407(a) of Regulation S-K
(Sec.  229.407 of this chapter).
    (d) The information required by Item 407(b), (c)(1), (c)(2),
(d)(1), (d)(2), (d)(3), (e)(1), (e)(2), (e)(3) and (f) of Regulation
S-K (Sec.  229.407 of this chapter).
    (e) In lieu of the information required by this Item 7,
investment companies registered under the Investment Company Act of
1940 (15 U.S.C. 80a) must furnish the information required by Item
22(b) of this Schedule 14A.
* * * * *
    Item 8. Compensation of directors and executive officers.
Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter) and paragraph (e)(4) of Item 407 of
Regulation S-K (Sec.  229.407 of this chapter) if action is to be
taken with regard to:
* * * * *
    (d) * * *
    However, if the solicitation is made on behalf of persons other
than the registrant, the information required need be furnished only
as to nominees of the persons making the solicitation and associates
of such nominees. In the case of investment companies registered
under the Investment Company Act of 1940 (15 U.S.C. 80a), furnish
the information required by Item 22(b)(13) of this Schedule.
* * * * *
    Item 10. Compensation plans. * * *
    (b)(1) Additional information regarding specified plans subject
to security holder action. * * *
    (ii) The estimated annual payment to be made with respect to
current services. In the case of a pension or retirement plan,
information called for by paragraph (a)(2) of this Item may be
furnished in the format specified by paragraph (i)(2) of Item 402 of
Regulation S-K (Sec.  229.402(i)(2) of this chapter).
    Instruction to paragraph (b)(1)(ii). In the case of investment
companies registered under the Investment Company Act of 1940 (15
U.S.C. 80a), refer to Instruction 4 in Item 22(b)(13)(i) of this
Schedule in lieu of

paragraph (i)(2) of Item 402 of Regulation S-K (Sec.  229.402(i)(2)
of this chapter).
* * * * *
    Item 22. Information required in investment company proxy
statement.
    (a) * * *
    (b) Election of Directors. If action is to be taken with respect
to the election of directors of a Fund, furnish the following
information in the proxy statement in addition to, in the case of
business development companies, the information (and in the format)
required by Item 7 and Item 8 of this Schedule 14A.
* * * * *
    (11) Provide in tabular form, to the extent practicable, the
information required by Items 401(f) and (g), 404(a), and 405 of
Regulation S-K (Sec. Sec.  229.401(f) and (g), 229.404(a), and
229.405 of this chapter).
    Instruction to paragraph (b)(11). Information provided under
paragraph (b)(8) of this Item 22 is deemed to satisfy the
requirements of Item 404(a) of Regulation S-K for information about
directors, nominees for election as directors, and Immediate Family
Members of directors and nominees, and need not be provided under
this paragraph (b)(11).
* * * * *
    (13) In the case of a Fund that is an investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a),
for all directors, and for each of the three highest-paid Officers
that have aggregate compensation from the Fund for the most recently
completed fiscal year in excess of $60,000 (``Compensated
Persons''):
* * * * *
    (15)(i) Provide the information (and in the format) required by
Item 407(b)(1), (b)(2) and (f) of Regulation S-K (Sec.
229.407(b)(1), (b)(2) and (f) of this chapter); and
    (ii) Provide the following regarding the requirements for the
director nomination process:
    (A) The information (and in the format) required by Item
407(c)(1) and (c)(2) of Regulation S-K (Sec.  229.407(c)(1) and
(c)(2) of this chapter); and
    (B) If the Fund is a listed issuer (as defined in Sec.  240.10A-
3 of this chapter) whose securities are listed on a national
securities exchange registered pursuant to section 6(a) of the Act
(15 U.S.C. 78f(a)) or in an automated inter-dealer quotation system
of a national securities association registered pursuant to section
15A of the Act (15 U.S.C. 78o-3(a)) that has independence
requirements for nominating committee members, identify each
director that is a member of the nominating committee that is not
independent under the independence standards described in this
paragraph. In determining whether the nominating committee members
are independent, use the Fund's definition of independence that it
uses for determining if the members of the nominating committee are
independent in compliance with the independence standards applicable
for the members of the nominating committee in the listing standards
applicable to the Fund. If the Fund does not have independence
standards for the nominating committee, use the independence
standards for the nominating committee in the listing standards
applicable to the Fund.
    (16) In the case of a Fund that is a closed-end investment
company:
    (i) Provide the information (and in the format) required by Item
407(d)(1), (d)(2) and (d)(3) of Regulation S-K (Sec.  229.407(d)(1),
(d)(2) and (d)(3) of this chapter); and
    (ii) Identify each director that is a member of the Fund's audit
committee that is not independent under the independence standards
described in this paragraph. If the Fund does not have a separately
designated audit committee, or committee performing similar
functions, the Fund must provide the disclosure with respect to all
members of its board of directors.
    (A) If the Fund is a listed issuer (as defined in Sec.  240.10A-
3 of this chapter) whose securities are listed on a national
securities exchange registered pursuant to section 6(a) of the Act
(15 U.S.C. 78f(a)) or in an automated inter-dealer quotation system
of a national securities association registered pursuant to section
15A of the Act (15 U.S.C. 78o-3(a)) that has independence
requirements for audit committee members, in determining whether the
audit committee members are independent, use the Fund's definition
of independence that it uses for determining if the members of the
audit committee are independent in compliance with the independence
standards applicable for the members of the audit committee in the
listing standards applicable to the Fund. If the Fund does not have
independence standards for the audit committee, use the independence
standards for the audit committee in the listing standards
applicable to the Fund.
    (B) If the Fund is not a listed issuer whose securities are
listed on a national securities exchange registered pursuant to
section 6(a) of the Act (15 U.S.C. 78f(a)) or in an automated inter-
dealer quotation system of a national securities association
registered pursuant to section 15A of the Act (15 U.S.C. 78o-3(a)),
in determining whether the audit committee members are independent,
use a definition of independence of a national securities exchange
registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a)) or
an automated inter-dealer quotation system of a national securities
association registered pursuant to section 15A of the Act (15 U.S.C.
78o-3(a)) which has requirements that a majority of the board of
directors be independent and that has been approved by the
Commission, and state which definition is used. Whatever such
definition the Fund chooses, it must use the same definition with
respect to all directors and nominees for director. If the national
securities exchange or national securities association whose
standards are used has independence standards for the members of the
audit committee, use those specific standards.
    (17) In the case of a Fund that is an investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a),
if a director has resigned or declined to stand for re-election to
the board of directors since the date of the last annual meeting of
security holders because of a disagreement with the registrant on
any matter relating to the registrant's operations, policies or
practices, and if the director has furnished the registrant with a
letter describing such disagreement and requesting that the matter
be disclosed, the registrant shall state the date of resignation or
declination to stand for re-election and summarize the director's
description of the disagreement. If the registrant believes that the
description provided by the director is incorrect or incomplete, it
may include a brief statement presenting its view of the
disagreement.

* * * * *
    30. Amend Sec.  240.15d-11 by revising paragraph (c) to read as
follows:

Sec.  240.15d-11  Current reports on Form 8-K (Sec.  249.308 of this
chapter).

* * * * *
    (c) No failure to file a report on Form 8-K that is required solely
pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 5.02(e)
or 6.03 of Form 8-K shall be deemed to be a violation of 15 U.S.C.
78j(b) and Sec.  240.10b-5.
    31. Add Sec.  240.15d-20 to read as follows:

Sec.  240.15d-20  Plain English presentation of specified information.

    (a) Any information included or incorporated by reference in a
report filed under section 15(d) of the Act (15 U.S.C. 78o(d)) that is
required to be disclosed pursuant to Items 402, 403, 404 or 407 of
Regulation S-B (Sec. Sec.  228.402, 228.403, 228.404 or 228.407 of this
chapter) or Items 402, 403, 404 or 407 of Regulation S-K (Sec. Sec.
229.402, 229.403, 229.404 or 229.407 of this chapter) must be presented
in a clear, concise and understandable manner. You must prepare the
disclosure using the following standards:
    (1) Present information in clear, concise sections, paragraphs and
sentences;
    (2) Use short sentences;
    (3) Use definite, concrete, everyday words;
    (4) Use the active voice;
    (5) Avoid multiple negatives;
    (6) Use descriptive headings and subheadings;
    (7) Use a tabular presentation or bullet lists for complex
material, wherever possible;
    (8) Avoid legal jargon and highly technical business and other
terminology;
    (9) Avoid frequent reliance on glossaries or defined terms as the
primary means of explaining information. Define terms in a glossary or
other section of the document only if the meaning is unclear from the
context. Use a glossary only if it facilitates understanding of the
disclosure; and
    (10) In designing the presentation of the information you may
include pictures, logos, charts, graphs and other design elements so
long as the design is not misleading and the required

information is clear. You are encouraged to use tables, schedules,
charts and graphic illustrations that present relevant data in an
understandable manner, so long as such presentations are consistent
with applicable disclosure requirements and consistent with other
information in the document. You must draw graphs and charts to scale.
Any information you provide must not be misleading.
    (b) [Reserved].

    Note to Sec.  240.15d-20. In drafting the disclosure to comply
with this section, you should avoid the following:
    1. Legalistic or overly complex presentations that make the
substance of the disclosure difficult to understand;
    2. Vague ``boilerplate'' explanations that are imprecise and
readily subject to different interpretations;
    3. Complex information copied directly from legal documents
without any clear and concise explanation of the provision(s); and
    4. Disclosure repeated in different sections of the document
that increases the size of the document but does not enhance the
quality of the information.

Sec.  240.16b-3  [Amended]

    32. Amend Sec.  240.16b-3 by:
    a. Adding ``and'' at the end of paragraph (b)(3)(i)(B);
    b. Removing ``; and'' at the end of paragraph (b)(3)(i)(C) and in
its place adding a period; and
    c. Removing paragraph (b)(3)(i)(D).

PART 245--REGULATION BLACKOUT TRADING RESTRICTION (REGULATION BTR--
BLACKOUT TRADING RESTRICTION)

    33. The authority citation for Part 245 continues to read in part
as follows:

    Authority: 15 U.S.C. 78w(a), unless otherwise noted.
* * * * *

Sec.  245.100  [Amended]

    34. Amend Sec.  245.100, paragraph (a)(2), by revising the phrase
``paragraph (a) or (b) of Item 404'' to read ``paragraph (a) of Item
404''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    35. 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.
* * * * *
    36. Amend Form 10 (referenced in Sec.  249.210) by revising Items 6
and 7 to read as follows:

    Note: The text of Form 10 does not, and this amendment will not,
appear in the Code of Federal Regulations.

Form 10

General Form for Registration of Securities Pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934

* * * * *
    Item 6. Executive Compensation.
    Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter) and paragraph (e)(4) of Item 407 of
Regulation S-K (Sec.  229.407 of this chapter).
    Item 7. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-K
(Sec.  229.404 of this chapter) and Item 407(a) of Regulation S-K
(Sec.  229.407(a) of this chapter).
* * * * *
    37. Amend Form 10-SB (referenced in Sec.  249.210b), Information
Required in Registration Statement, by revising Item 7 to read as
follows:

    Note: The text of Form 10-SB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-SB General Form for Registration of Securities of Small
Business Issuers

* * * * *

Information Required in Registration Statement

* * * * *
    Item 7. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-B and
Item 407(a) of Regulation S-B.
* * * * *
    38. Amend Form 20-F (referenced in Sec.  249.220f) by revising
Instruction 4.(c)(v) to the Instructions as to Exhibits to read as
follows:

    Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 20-F

* * * * *
Instructions as to Exhibits
* * * * *
    4.(a) * * *
    (c) * * *
    (v) Public filing of the management contact or compensatory plan,
contract or arrangement, or portion thereof, is not required in the
company's home country and is not otherwise publicly disclosed by the
company.
* * * * *
    39. Form 8-K (referenced in Sec.  249.308) is amended by:
    a. Revising General Instruction D;
    b. Revising the last sentence of Instruction 1 to Item 1.01;
    c. Revising the heading of Item 5.02;
    d. Revising Item 5.02(b), the introductory text of Item 5.02(c),
Item 5.02(c)(2) and (c)(3);
    e. Adding Item 5.02(d)(5) and (e); and
    f. Adding Instruction 3 to Item 5.02.
    The revisions and addition read as follows:

    Note: The text of Form 8-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 8-K Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

* * * * *

General Instructions

* * * * *
    D. Preparation of Report.
    This form is not to be used as a blank form to be filled in, but
only as a guide in the preparation of the report on paper meeting the
requirements of Rule 12b-12 (17 CFR 240.12b-12). The report shall
contain the number and caption of the applicable item, but the text of
such item may be omitted, provided the answers thereto are prepared in
the manner specified in Rule 12b-13 (17 CFR 240.12b-13). To the extent
that Item 1.01 and one or more other items of the form are applicable,
registrants need not provide the number and caption of Item 1.01 so
long as the substantive disclosure required by Item 1.01 is disclosed
in the report and the number and caption of the other applicable
item(s) are provided. All items that are not required to be answered in
a particular report may be omitted and no reference thereto need be
made in the report. All instructions should also be omitted.
* * * * *
    Item 1.01 Entry into a Material Definitive Agreement.
* * * * *
    Instructions. 1. * * * An agreement involving the subject matter
identified in Item 601(b)(10)(iii)(A) or (B) need not be disclosed
under this item.
* * * * *
    Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
* * * * *
    (b) If the registrant's principal executive officer, president,
principal financial officer, principal accounting

officer, principal operating officer, or any person performing similar
functions, or any named executive officer for the registrant's most
recent fiscal year (as defined by Item 402(a)(3) of Regulation S-K (17
CFR 229.402(a)(3)), retires, resigns or is terminated from that
position, or if a director retires, resigns, is removed, or refuses to
stand for re-election (except in circumstances described in paragraph
(a) of this Item 5.02), disclose the fact that the event has occurred
and the date of the event.
    (c) If the registrant appoints a new principal executive officer,
president, principal financial officer, principal accounting officer,
principal operating officer, or person performing similar functions,
disclose the following information with respect to the newly appointed
officer:
    (1) * * *
    (2) the information required by Items 401(b), (d), (e) and Item
404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and 229.404(a)),
or, in the case of a small business issuer, Items 401(a)(4), (a)(5),
(c), and Items 404(a) of Regulation S-B (17 CFR 228.401(a)(4), (a)(5),
(c), and 228.404(a), respectively); and
    (3) a brief description of any material plan, contract or
arrangement (whether or not written) to which a covered officer is a
party or in which he or she participates that is entered into or a
material amendment in connection with the triggering event or any grant
or award to any such covered person or modification thereto, under any
such plan, contract or arrangement in connection with any such event.
    (d) * * *
    (5) a brief description of any material plan, contract or
arrangement (whether or not written) to which the director is a party
or in which he or she participates that is entered into or material
amendment in connection with the triggering event or any grant or award
to any such covered person or modification thereto, under any such
plan, contract or arrangement in connection with any such event.
    (e) If the registrant enters into, adopts, or otherwise commences a
material compensatory plan, contract or arrangement (whether or not
written), as to which the registrant's principal executive officer,
principal financial officer, or a named executive officer (as defined
by Item 402(a)(3) of Regulation S-K (17 CFR 229.402(a)(3)) for the
registrant's most recent fiscal year participates or is a party, or
such compensatory plan, contract or arrangement is materially amended
or modified, or a material grant or award under any such plan, contract
or arrangement to any such person is made or materially modified, then
the registrant shall provide a brief description of the terms and
conditions of the plan, contract or arrangement and the amounts payable
to the officer thereunder.

    Instructions to paragraph (e). 1. Disclosure under this Item
5.02(e) shall be required whether or not the specified event is in
connection with events otherwise triggering disclosure pursuant to
this Item 5.02.
    2. Grants or awards (or modifications thereto) made pursuant to
a plan, contract or arrangement, that are materially consistent with
the original terms of such plan, contract or arrangement, need not
be disclosed under this Item 5.02(e), provided the registrant has
previously disclosed such original terms and the grant, award or
modification is disclosed when Item 402 of Regulation S-K (17 CFR
229.402) requires such disclosure.
    3. If the salary and bonus of a named executive officer cannot
be calculated as of the most recent practicable date and are omitted
from the Summary Compensation Table as specified in Instruction 1 to
Item 402(b)(2)(iv) and (v) of Regulation S-B or Instruction 1 to
Item 402(c)(2)(iv) and (v) of Regulation S-K, disclose the
appropriate information under this Item 5.02(e) when there is a
payment, grant, award, decision or other occurrence as a result of
which such amounts become calculable in whole or part. Disclosure is
required even where Instruction 2 would permit such information not
to be disclosed.
    Instructions to Item 5.02.
* * * * *
    3. The registrant need not provide information with respect to
plans, contracts, and arrangements to the extent they do not
discriminate in scope, terms or operation, in favor of executive
officers or directors of the registrant and that are available
generally to all salaried employees.

* * * * *
    40. Amend Form 10-Q (referenced in Sec.  249.308a) by revising Item
5(b) in Part II to read as follows:

    Note: The text of Form 10-Q does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-Q

* * * * *

Part II--Other Information

* * * * *
    Item 5. Other Information.
    (a) * * *
    (b) Furnish the information required by Item 407(c)(3) of
Regulation S-K (Sec.  229.407).
* * * * *
    41. Amend Form 10-QSB (referenced in Sec.  249.308b) by revising
Item 5(b) in Part II to read as follows:

    Note: The text of Form 10-QSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-QSB

* * * * *

Part II--Other Information

* * * * *
    Item 5. Other Information.
    (a) * * *
    (b) Furnish the information required by Item 407(c)(3) of
Regulation S-B (Sec.  228.407).
* * * * *
    42. Amend Form 10-K (referenced in Sec.  249.310) by revising Item
10 before the instruction and Items 11 and 13 in Part III to read as
follows:

    Note: The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-K

* * * * *

Part III

* * * * *
    Item 10. Directors, Executive Officers and Corporate Governance.
    Furnish the information required by Items 401, 405, 406, and
407(c)(3), (d)(4) and (d)(5) of Regulation S-K (Sec. Sec.  229.401,
229.405, 229.406, and 229.407(c)(3), (d)(4) and (d)(5) of this
chapter).
* * * * *
    Item 11. Executive Compensation.
    Furnish the information required by Item 402 of Regulation S-K
(Sec.  229.402 of this chapter) and paragraph (e)(4) of Item 407 of
Regulation S-K (Sec.  229.407 of this chapter).
* * * * *
    Item 13. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-K
(Sec.  229.404 of this chapter) and Item 407(a) of Regulation S-K
(Sec.  229.407(a) of this chapter).
* * * * *
    43. Amend Form 10-KSB (referenced in Sec.  249.310b) by revising
Item 9 before the instruction and Item 12 in Part III to read as
follows:

    Note: The text of Form 10-KSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-KSB

* * * * *

Part III

    Item 9. Directors, Executive Officers, Promoters, Control Persons
and Corporate Governance; Compliance With Section 16(a) of the Exchange
Act.
    Furnish the information required by Items 401, 405, 406, and
407(c)(3), (d)(4)

and (d)(5) of Regulation S-B (Sec. Sec.  228.401, 228.405, 228.406, and
228.407(c)(3), (d)(4) and (d)(5) of this chapter).
* * * * *
    Item 12. Certain Relationships and Related Transactions, and
Director Independence.
    Furnish the information required by Item 404 of Regulation S-B
(Sec.  228.404 of this chapter) and Item 407(a) of Regulation S-B
(Sec.  228.407(a) of this chapter).
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    44. The authority citation for Part 274 continues to read in part
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise
noted.
* * * * *
    45. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A)
by:
    a. Revising ``$60,000'' to read ``$120,000'' in the introductory
text of Items 12(b)(6), (b)(7), and (b)(8); Instruction 2 to Item
12(b)(6); and Instruction 5 to Item 12(b)(8); and
    b. Removing the word ``relocation,'' in Instruction 2 to Item
15(b).

    Note: The text of Form N-1A does not, and this amendment will
not, appear in the Code of Federal Regulations.

    46. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1)
by:
    a. Removing paragraph 14(c) of Item 18;
    b. Redesignating paragraphs 15 and 16 of Item 18 as paragraphs 16
and 17, respectively;
    c. Adding new paragraph 15 of Item 18;
    d. Revising ``$60,000'' to read ``$120,000'' in the introductory
text of paragraphs 9, 10, and 11 of Item 18; Instruction 2 to paragraph
9 of Item 18; and Instruction 5 to paragraph 11 of Item 18;
    e. Revising the introductory text of paragraph 14 of Item 18;
    f. Removing ``relocation,'' from Instruction 2 to paragraph 2 of
Item 21; and
    g. Revising the cite ``Item 18.16'' to read ``Item 18.17'' in
Instruction 8.a. to Item 24.
    The addition and revision read as follows:

    Note: The text of Form N-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-2

* * * * *
    Item 18. Management.
* * * * *
    14. In the case of a Registrant that is not a business development
company, provide the following for all directors of the Registrant, all
members of the advisory board of the Registrant, and for each of the
three highest paid officers or any affiliated person of the Registrant
with aggregate compensation from the Registrant for the most recently
completed fiscal year in excess of $60,000 (``Compensated Persons'').
* * * * *
    15. In the case of a Registrant that is a business development
company, provide the information required by Item 402 of Regulation S-K
(17 CFR 229.402).
* * * * *
    47. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b)
by:
    a. Revising ``$60,000'' to read ``$120,000'' in the introductory
text of paragraphs (h), (i), and (j) of Item 20; Instruction 2 to
paragraph (h) of Item 20; and Instruction 5 to paragraph (j) of Item
20; and
    b. Removing the word ``relocation,'' in Instruction 2 to Item
22(b).

    Note: The text of Form N-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

    48. Amend Form N-CSR (referenced in Sec. Sec.  249.331 and 274.128)
by revising Item 10 to read as follows:

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

Form N-CSR

* * * * *
    Item 10. Submission of Matters to a Vote of Security Holders.
    Describe any material changes to the procedures by which
shareholders may recommend nominees to the registrant's board of
directors, where those changes were implemented after the registrant
last provided disclosure in response to the requirements of Item
407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item
22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
    Instruction. For purposes of this Item, adoption of procedures by
which shareholders may recommend nominees to the registrant's board of
directors, where the registrant's most recent disclosure in response to
the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR
240.14a-101)), or this Item, indicated that the registrant did not have
in place such procedures, will constitute a material change.
* * * * *

    Dated: January 27, 2006.

    By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. 06-946 Filed 2-7-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 82, Number 173 (Friday, September 8, 2017)]
[Notices]
[Pages 42570-42571]
[FR Doc No: 2017-19014]

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DEPARTMENT OF TRANSPORTATION

National Highway Traffic Safety Administration

[Docket Number NHTSA-2017-0033]

Reports, Forms, and Recordkeeping Requirements

AGENCY: National Highway Traffic Safety Administration (NHTSA),
Department of Transportation (DOT).

ACTION: Request for public comment on proposed collection of
information.

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

SUMMARY: Before a Federal agency can collect certain information from
the public, it must receive approval from the Office of Management and
Budget (OMB). Under procedures established by the Paperwork Reduction
Act of 1995, before seeking OMB approval, Federal agencies must solicit
public comment on proposed collections of information, including
extensions and reinstatement of previously approved collections. This
document describes one collection of information for which NHTSA
intends to seek OMB approval.

DATES: Comments must be received on or before November 7, 2017.

ADDRESSES: You may submit comments identified by docket number at the
heading of this notice by any of the following methods:
     Web site: http://www.regulations.gov. Follow the
instructions for submitting comments on the electronic docket site by
clicking on ``Help and Information'' or ``Help/Info.''
     Fax: 1-202-493-2251.
     Mail: U.S. Department of Transportation, Docket
Operations, M-30, Room W12-140, 1200 New Jersey Avenue SE., Washington,
DC 20590.
     Hand Delivery: 1200 New Jersey Avenue SE., West Building
Ground Floor, Room W12-140, Washington, DC, between 9 a.m. and 5 p.m.,
Monday through Friday, except Federal Holidays.
     Federal eRulemaking Portal: Go to http://www.regulations.gov. Follow the online instructions for submitting
comments.
    Instructions: All submissions must include the agency name and
docket number. Note that all comments received will be posted without
change to http://www.regulations.gov, including any personal
information provided. Please see the Privacy Act discussion below. We
will consider all comments received before the close of business on the
comment closing date indicated above. To the extent possible, we will
also consider comments filed after the closing date.
    Docket: For access to the docket to read comments received, go to
http://www.regulations.gov at any time or to 1200 New Jersey Avenue
SE., West Building Ground Floor, Room W12-140, Washington, DC 20590,
between 9 a.m. and 5 p.m., Monday through Friday, except Federal
Holidays. Telephone:<PHONE_NUMBER>.
    Privacy Act: Anyone is able to search the electronic form of all
comments received into any of our dockets by the name of the individual
submitting the comment (or signing the comment, if submitted on behalf
of an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (Volume 65, Number 70; Pages 19477-78) or you may visit
http://www.dot.gov/privacy.html.

FOR FURTHER INFORMATION CONTACT: For additional information or access
to background documents, contact Wayne McKenzie, Office of Crash
Avoidance Standards (NVS-121), National Highway Traffic Safety
Administration, West Building W43-462, 1200 New Jersey Avenue SE.,
Washington, DC 20590. Mr. McKenzie can be reached at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Under the Paperwork Reduction Act of 1995,
before an agency submits a proposed collection of information to OMB
for approval, it must publish a document in the Federal Register
providing a 60-day comment period and otherwise consult with members of
the public and affected agencies concerning each proposed collection of
information. The OMB has promulgated regulations describing

what must be included in such a document. Under OMB's regulations (at 5
CFR 1320.8(d)), an agency must ask for public comment on the following:
    (i) Whether the proposed collection of information is necessary for
the proper performance of the functions of the agency, including
whether the information will have practical utility;
    (ii) The accuracy of the agency's estimate of the burden of the
proposed collection of information, including the validity of the
methodology and assumptions used;
    (iii) How to enhance the quality, utility, and clarity of the
information to be collected; and
    (iv) How to minimize the burden of the collection of information on
those who are to respond, including the use of appropriate automated,
electronic, mechanical, or other technological collection techniques or
other forms of information technology, e.g., permitting electronic
submissions of responses.
    In compliance with these requirements, NHTSA asks public comment on
the following proposed collection of information:
    Title: 49 CFR part 564, Replaceable Light Source Dimensional
Information Collection.
    Type of Request: Extension of a currently approved collection.
    OMB Control Number: 2127-0563.
    Affected Public: Businesses or other for profit organizations.
    Abstract: The information to be collected is in response to 49 CFR
part 564, ``Replaceable Light Source and Sealed Beam Headlamp
Information.'' Persons desiring to use newly designed replaceable
headlamp light sources are required to submit interchangeability and
performance specifications to the agency. After a short agency review
to assure completeness, the information is placed in a public docket
for use by any person who would like to manufacture headlamp light
sources for highway motor vehicles. In Federal Motor Vehicle Safety
Standard No. 108, Lamps, reflective devices and associated equipment,
``Part 564 submissions'' are referenced as being the source of
information regarding the performance and interchangeability
information for legal headlamp light sources, whether original
equipment or replacement equipment. The submitted information about
headlamp light sources becomes the basis for certification of
compliance with safety standards.
    Estimated Annual Burden: 28 hours.
    Number of respondents: 7.

    Issued in Washington, DC.
Raymond R. Posten,
Associate Administrator for Rulemaking.
[FR Doc. 2017-19014 Filed 9-7-17; 8:45 am]
 BILLING CODE 4910-59-P


[Federal Register Volume 84, Number 103 (Wednesday, May 29, 2019)]
[Notices]
[Pages 24776-24777]
[FR Doc No: 2019-11176]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. IC19-18-000]

Commission Information Collection Activities (FERC-740); Comment
Request; Extension

AGENCY: Federal Energy Regulatory Commission.

ACTION: Notice of information collection and request for comments.

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

SUMMARY: In compliance with the requirements of the Paperwork Reduction
Act of 1995, the Federal Energy Regulatory Commission (Commission or
FERC) is soliciting public comment on the currently approved
information collection FERC-740 (Availability of E-Tag Information to
Commission Staff) and submitting the information collection to the
Office of Management and Budget (OMB) for review. Any interested person
may file comments directly with OMB and should address a copy of those
comments to the Commission as explained below. On March 22, 2019, the
Commission published a Notice in the Federal Register (84 FR 10820) in
Docket No. IC19-18-000 requesting public comments. The Commission
received no public comments.

DATES: Comments on the collection of information are due June 28, 2019.

ADDRESSES: Comments filed with OMB, identified by OMB Control No. 1902-
0254, should be sent via email to the Office of Information and
Regulatory Affairs<EMAIL_ADDRESS>Attention: Federal Energy
Regulatory Commission Desk Officer.
    A copy of the comments should also be sent to the Commission, in
Docket No. IC19-18-000, by either of the following methods:
     eFiling at Commission's Website: http://www.ferc.gov/docs-filing/efiling.asp.
     Mail/Hand Delivery/Courier: Federal Energy Regulatory
Commission, Secretary of the Commission, 888 First Street NE,
Washington, DC 20426.
    Instructions: All submissions must be formatted and filed in
accordance with submission guidelines at: http://www.ferc.gov/help/submission-guide.asp. For user assistance, contact FERC Online Support
by email at<EMAIL_ADDRESS>or by phone at:<PHONE_NUMBER>
(toll-free), or<PHONE_NUMBER> for TTY.
    Docket: Users interested in receiving automatic notification of
activity in this docket or in viewing/downloading comments and
issuances in this docket may do so at http://www.ferc.gov/docs-filing/docs-filing.asp.

FOR FURTHER INFORMATION CONTACT:  Ellen Brown may be reached by email
at<EMAIL_ADDRESS>telephone at<PHONE_NUMBER>, and fax at
(202) 273-0873.

SUPPLEMENTARY INFORMATION:
    Title: FERC-740, Availability of E-Tag Information to Commission
Staff.
    OMB Control No.: 1902-0254.
    Type of Request: Three-year extension of the FERC-740 information
collection requirements with no changes to the current reporting and
recordkeeping requirements.
    Abstract: In Order 771,\1\ the FERC-740 information collection
(providing Commission staff access to e-Tag data) was implemented to
provide the Commission, Market Monitoring Units, Regional Transmission
Organizations, and Independent System Operators with information that
allows them to perform market surveillance and analysis more
effectively. The e-Tag information is necessary to understand the use
of the interconnected electricity grid, particularly transactions
occurring at interchanges. Due to the nature of the electric grid, an
individual transaction's impact on an interchange cannot be assessed
adequately in all cases without information from all connected systems,
which is included in the e-Tags. The details of the physical path of a
transaction included in the e-Tags helps the Commission to monitor, in
particular, interchange transactions more effectively, detect and
prevent price manipulation over interchanges, and improve the efficient
and orderly use of the transmission grid. For example, the e-Tag data
allows the Commission to identify transmission reservations as they go
from one market to another and link the market participants involved in
that transaction.
---------------------------------------------------------------------------

    \1\ Order 771 was issued in Docket No. RM11-12 (77 FR 76367, 12/
28/2012).
---------------------------------------------------------------------------

    Order No. 771 provided the Commission access to e-Tags by requiring
that Purchasing-Selling Entities \2\ (PSEs) and Balancing

Authorities (BAs), list the Commission on the ``CC'' list of e-Tags so
that the Commission can receive a copy of the e-Tags (the `` 'CC' list
requirement''). The Commission accesses the e-Tags by contracting with
a commercial vendor, OATI, that collects all e-Tags on which FERC is
identified as a ``CC'' list recipient in a secure database to which
FERC staff has access.
---------------------------------------------------------------------------

    \2\ A Purchasing-Selling Entity is the entity that purchases or
sells, and takes title to, energy, capacity, and Interconnected
Operations Services. Purchasing-Selling Entities may be affiliated
or unaffiliated merchants and may or may not own generating
facilities. Purchasing-Selling Entities are typically E-Tag Authors.
---------------------------------------------------------------------------

    In early 2014, the North American Energy Standards Board (NAESB)
incorporated the ``CC'' list requirement on e-Tags as part of the
tagging process.\3\ Even before NAESB added the FERC requirement to the
tagging standards, the ``CC'' list requirement, with exemptions for e-
Tags between non-U.S. BAs that do not go through any U.S. BAs, had
already been programmed into the industry standard tagging software so
as to make the inclusion of FERC in the ``CC'' list of any new e-Tag
automatic, where appropriate.
---------------------------------------------------------------------------

    \3\ NAESB Electronic Tagging Functional Specifications, Version
1.8.2.
---------------------------------------------------------------------------

    The Commission expects that PSEs and BAs will continue to use
existing, automated procedures to create and validate the e-Tags in a
way that automatically provides the Commission with access to them. In
the rare event that a newly formed. non-U.S. BA would need to alert e-
Tag administrators that certain tags it generates qualify for exemption
under the Commission's regulations (e.g., transmissions from a new non-
U.S. BA into another non-U.S. BA using a path that does not go through
a U.S. BA), this administrative function would be expected to require
less than an hour of effort total from both the BA and an e-Tag
administrator to include the BA on the exemption list. New exempt BAs
occur less frequently than every year, but for the purpose of
estimation we will conservatively assume one appears each year creating
an additional burden and cost associated with the Commission's FERC-740
of one hour and $65.68.\4\
---------------------------------------------------------------------------

    \4\ The estimated hourly cost (wages plus benefits) provided in
this section is based on the figures for May 2017 posted by the
Bureau of Labor Statistics for the Utilities sector (available at
https://www.bls.gov/oes/current/naics2_22.htm), assuming (a) 15
minutes legal (code 23-0000), at $143.68/hour, and (b) 45 minutes
information and record clerk (code 43-4199), at $39.68/hour.
---------------------------------------------------------------------------

    Type of Respondents: Purchasing-Selling Entities and Balancing
Authorities.
    Estimate of Annual Burden: \5\ The Commission estimates the burden
and cost for FERC-740 as follows based on the distinct e-Tags submitted
to the Commission in 2017 (the most recent full year available).
---------------------------------------------------------------------------

    \5\ ``Burden'' is the total time, effort, or financial resources
expended by persons to generate, maintain, retain, or disclose or
provide information to or for a Federal agency. For further
explanation of what is included in the information collection
burden, refer to Title 5 Code of Federal Regulations Part 1320.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                   Annual number of                       Average burden hours  Total annual burden
             FERC-740               Number of       responses per       Total number of       and cost per        hours and total    Cost per respondent
                                   respondents        respondent           responses            response            annual cost              ($)
                                           (1)  (2)..................    (1) * (2) = (3)  (4).................  (3) * (4) = (5)....  (5) / (1)
                                  ----------------------------------------------------------------------------------------------------------------------
Purchasing-Selling Entities (e-            355  4,482 (rounded)......          1,591,208  Automatic, so 0       Automatic, so 0      Automatic, so 0
 Tag Authors).                                                                             burden and cost.      burden and cost.     burden and cost.
Balancing Authorities............           81  19,645 (rounded).....          1,591,208  Automatic, so 0       Automatic, so 0      Automatic, so 0
                                                                                burden and cost.      burden and cost.     burden and cost.
New Balancing Authority [as noted            1  1....................                  1  1 hr.; $65.68.......  1 hr.; $65.68......  $65.68.
 above].
                                  ----------------------------------------------------------------------------------------------------------------------
    Total........................  ...........  .....................  .................  ....................  1 hr.; $65.68......  $65.68.
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Comments: Comments are invited on: (1) Whether the collection of
information is necessary for the proper performance of the functions of
the Commission, including whether the information will have practical
utility; (2) the accuracy of the agency's estimate of the burden and
cost of the collection of information, including the validity of the
methodology and assumptions used; (3) ways to enhance the quality,
utility and clarity of the information collection; and (4) ways to
minimize the burden of the collection of information on those who are
to respond, including the use of automated collection techniques or
other forms of information technology.

    Dated: May 22, 2019.
Kimberly D. Bose,
Secretary.
[FR Doc. 2019-11176 Filed 5-28-19; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 84, Number 144 (Friday, July 26, 2019)]
[Rules and Regulations]
[Pages 35994-35996]
[FR Doc No: 2019-15851]

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

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket Number USCG-2019-0581]
RIN 1625-AA00

Safety Zone; City of St. Charles Riverfest, Missouri River, St.
Charles

AGENCY: Coast Guard, DHS.

ACTION: Temporary final rule.

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

SUMMARY: The Coast Guard is establishing a temporary safety zone for
all navigable waters of the Missouri River between Mile Marker (MM)
28.2 and MM 28.8. The safety zone is needed to protect personnel,
vessels, and the marine environment from potential hazards created by a
fireworks display. Entry of vessels or persons into this zone is
prohibited unless specifically authorized by the Captain of the Port
Sector Upper Mississippi River or a designated representative

DATES: This rule is effective from 8:30 p.m. through 10:30 p.m. on
August 31, 2019.

ADDRESSES: To view documents mentioned in this preamble as being
available in the docket, go to https://www.regulations.gov, type USCG-
2019-0581 in the ``SEARCH'' box and click ``SEARCH.'' Click on Open
Docket Folder on the line associated with this rule.

FOR FURTHER INFORMATION CONTACT: If you have questions on this rule,
call or email Lieutenant Commander Christian Barger, Sector Upper
Mississippi River Waterways Management Division, U.S.

Coast Guard; telephone<PHONE_NUMBER>, email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
COTP Captain of the Port Sector Upper Mississippi River
DHS Department of Homeland Security
FR Federal Register
NPRM Notice of proposed rulemaking
Sec.  Section
U.S.C. United States Code

II. Background Information and Regulatory History

    The Coast Guard is issuing this temporary rule without prior notice
and opportunity to comment pursuant to authority under section 4(a) of
the Administrative Procedure Act (APA) (5 U.S.C. 553(b)). This
provision authorizes an agency to issue a rule without prior notice and
opportunity to comment when the agency for good cause finds that those
procedures are ``impracticable, unnecessary, or contrary to the public
interest.'' Under 5 U.S.C. 553(b)(B), the Coast Guard finds that good
cause exists for not publishing a notice of proposed rulemaking (NPRM)
with respect to this rule because it is impracticable. It is
impracticable to publish an NPRM because we must establish this safety
zone by August 31, 2019 and lack sufficient time to request comments
and respond before the zone must be established.
    Under 5 U.S.C. 553(d)(3), the Coast Guard finds that good cause
exists for making this rule effective less than 30 days after
publication in the Federal Register. Delaying the effective date of
this rule would be contrary to the public interest because immediate
action is needed to respond to the potential safety hazards associated
with the fireworks display.

III. Legal Authority and Need for Rule

    The Coast Guard is issuing this rule under authority in 46 U.S.C.
70034 (previously 33 U.S.C. 1231). The Captain of the Port Sector Upper
Mississippi River (COTP) has determined that potential hazards
associated with a fireworks display on August 31, 2019 will be a safety
concern for anyone on the Missouri River between Mile Marker (MM) 28.2
and MM 28.8. This rule resulted from a sudden change in the date for
the fireworks display from the date of the 4th of July weekend,
published in 33 CFR 165.801, Table 2, line 17, for City of St. Charles/
St. Charles Riverfest. This rule is needed to protect personnel,
vessels, and the marine environment in the navigable waters within the
safety zone before, during, and after the fireworks display, which has
been rescheduled from the date listed in the table to August 31, 2019.

IV. Discussion of the Rule

    This rule establishes a safety zone from 8:30 p.m. through 10:30
p.m. on August 31, 2019. The safety zone will cover all navigable
waters of the Missouri River between MM 28.2 and 28.8. The duration of
the zone is intended to protect personnel, vessels, and the marine
environment in these navigable waters before, during, and after an
annual fireworks display. No vessel or person will be permitted to
enter the safety zone without obtaining permission from the COTP or a
designated representative. The COTP or a designated representative will
inform the public of the enforcement date and times for this safety
zone, as well as any emergent safety concerns that may delay the
enforcement of the zone through Broadcast Notice to Mariners (BNM),
Local Notices to Mariners (LNMs), and/or actual notice.

V. Regulatory Analyses

    We developed this rule after considering numerous statutes and
Executive orders related to rulemaking. Below we summarize our analyses
based on a number of these statutes and Executive orders, and we
discuss First Amendment rights of protestors.

A. Regulatory Planning and Review

    Executive Orders 12866 and 13563 direct agencies to assess the
costs and benefits of available regulatory alternatives and, if
regulation is necessary, to select regulatory approaches that maximize
net benefits. Executive Order 13771 directs agencies to control
regulatory costs through a budgeting process. This rule has not been
designated a ``significant regulatory action,'' under Executive Order
12866. Accordingly, this rule has not been reviewed by the Office of
Management and Budget (OMB), and pursuant to OMB guidance it is exempt
from the requirements of Executive Order 13771.
    This regulatory action determination is based on the size, duration
and location of the temporary safety zone. This action involves an
annually recurring fireworks display that is only changing the date due
to recent flooding in the area and only impacts a half-mile stretch of
the Missouri River for a short amount of time. All other details of
this event remain as published in 33 CFR 165.801 Table 2, line 17, City
of St. Charles/St. Charles Riverfest.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, as
amended, requires Federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this rule
will not have a significant economic impact on a substantial number of
small entities.
    While some owners or operators of vessels intending to transit the
temporary safety zone may be small entities, for the reasons stated in
section V.A above, this rule will not have a significant economic
impact on any vessel owner or operator.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this rule. If the rule would affect your
small business, organization, or governmental jurisdiction and you have
questions concerning its provisions or options for compliance, please
contact the person listed in the FOR FURTHER INFORMATION CONTACT
section.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The Ombudsman evaluates these actions annually and
rates each agency's responsiveness to small business. If you wish to
comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR
(1-888-734-3247). The Coast Guard will not retaliate against small
entities that question or complain about this rule or any policy or
action of the Coast Guard.

C. Collection of Information

    This rule will not call for a new collection of information under
the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

D. Federalism and Indian Tribal Governments

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on the States, on the
relationship between the national government and the States, or on the
distribution of

power and responsibilities among the various levels of government. We
have analyzed this rule under that Order and have determined that it is
consistent with the fundamental federalism principles and preemption
requirements described in Executive Order 13132.
    Also, this rule does not have tribal implications under Executive
Order 13175, Consultation and Coordination with Indian Tribal
Governments, because it does not have a substantial direct effect on
one or more Indian tribes, on the relationship between the Federal
Government and Indian tribes, or on the distribution of power and
responsibilities between the Federal Government and Indian tribes. If
you believe this rule has implications for federalism or Indian tribes,
please contact the person listed in the FOR FURTHER INFORMATION CONTACT
section above.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this rule will not result in
such an expenditure, we do discuss the effects of this rule elsewhere
in this preamble.

F. Environment

    We have analyzed this rule under Department of Homeland Security
Directive 023-01 and Environmental Planning COMDTINST 5090.1 (series),
which guide the Coast Guard in complying with the National
Environmental Policy Act of 1969 (42 U.S.C. 4321-4370f), and have
determined that this action is one of a category of actions that do not
individually or cumulatively have a significant effect on the human
environment. This rule involves a safety zone lasting two hours that
will prohibit entry on the Missouri River between MM 28.2 and MM 28.8.
It is categorically excluded from further review under paragraph L60(d)
in Table 3-1 of U.S. Coast Guard Environmental Planning Implementing
Procedures 5090.1. A Record of Environmental Consideration supporting
this determination is available in the docket where indicated under
ADDRESSES.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places or vessels.

List of Subjects in 33 CFR Part 165

    Harbors, Marine safety, Navigation (water), Reporting and
recordkeeping requirements, Security measures, Waterways.

    For the reasons discussed in the preamble, the Coast Guard amends
33 CFR part 165 as follows:

PART 165--REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS

0
1. The authority citation for part 165 continues to read as follows:

    Authority:  46 U.S.C. 70034, 70051; 33 CFR 1.05-1, 6.04-1, 6.04-
6, and 160.5; Department of Homeland Security Delegation No. 0170.1.

0
2. Add Sec.  165.T08-0581 to read as follows:

Sec.  165.T08-0581  Safety Zone; Missouri River, Miles 28.2 to 28.8,
St. Charles, MO.

    (a) Location. The following area is a safety zone: All navigable
waters of the Missouri River between Mile Marker (MM) 28.2 and MM 28.8.
    (b) Period of enforcement. This section will be enforced from 8:30
p.m. through 10:30 p.m. on August 31, 2019.
    (c) Regulations. (1) In accordance with the general regulations in
Sec.  165.23 of this part, persons and vessels are prohibited from
entering the safety zone unless authorized by the Captain of the Port
Sector Upper Mississippi River (COTP) or a designated representative. A
designated representative is a commissioned, warrant, or petty officer
of the U.S. Coast Guard assigned to units under the operational control
of USCG Sector Upper Mississippi River.
    (2) Persons or vessels desiring to enter into or pass through the
zone must request permission from the COTP or a designated
representative. They may be contacted by telephone at<PHONE_NUMBER>.
    (3) If permission is granted, all persons and vessels shall comply
with the instructions of the COTP or designated representative.
    (d) Informational broadcasts. The COTP or a designated
representative will inform the public of the enforcement date and times
for this safety zone, as well as any emergent safety concerns that may
delay the enforcement of the zone through Broadcast Notice to Mariners
(BNM), Local Notices to Mariners (LNMs), and/or actual notice.

S.A. Stoermer,
Captain, U.S. Coast Guard, Captain of the Port Sector Upper Mississippi
River.
[FR Doc. 2019-15851 Filed 7-25-19; 8:45 am]
 BILLING CODE 9110-04-P