[Federal Register Volume 87, Number 179 (Friday, September 16, 2022)]
[Rules and Regulations]
[Pages 56887-56889]
[FR Doc No: 2022-20057]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket Number USCG-2022-0722]
RIN 1625-AA00

Safety Zone; Sunset Point, San Juan Island, WA

AGENCY: Coast Guard, Department of Homeland Security (DHS).

ACTION: Temporary final rule.

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SUMMARY: The Coast Guard is establishing a temporary safety zone for
navigable waters within a 1000-yard radius of Sunset Point on San Juan
Island, WA. This rule supplement a safety zone expiring on September
12, 2022. This safety zone is needed to protect personnel, vessels, and
the marine environment from potential hazards associated with the
emergency response efforts and the recovery of a sunken vessel. Entry
of vessels or persons into this zone is prohibited unless specifically
authorized by the Captain of the Port Sector Puget Sound.

DATES: This rule is effective without actual notice from September 16,
2022, through September 26, 2022, at 10 p.m. For the purposes of
enforcement, actual notice will be used from September 12, 2022, at 10
p.m., until September 16, 2022.

ADDRESSES: To view documents mentioned in this preamble as being
available in the docket, go to https://www.regulations.gov, type USCG-
2022-0722 in the search box and click ``Search.'' Next, in the Document
Type column, select ``Supporting & Related Material.''

FOR FURTHER INFORMATION CONTACT: If you have questions on this rule,
call or

email Lieutenant Commander Samud I. Looney, Sector Puget Sound,
Waterways Management Division, U.S. Coast Guard; telephone 206-217-
6051, email [email protected].

SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
COTP Captain of the Port
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

    This is the third temporary rule the Coast Guard has published
related to this sunken vessel. On August 18, 2022, the Coast Guard
issued a temporary final rule establishing a temporary safety zone in
effect through August 29, 2022 (87 FR 51909). On August 26, 2022, the
Coast Guard issued a temporary final rule extending the safety zone to
be in effect through September 12, 2022 (87 FR 54154). Due to the
nature of the ongoing operations, additional time is needed to maintain
safe navigation around response equipment and responders while
additional damage assessments and salvage operations occur, and, as a
result, the Coast Guard is establishing through temporary regulations a
safety zone that will be in effect through September 26, 2022. 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 immediate action is needed to respond
to the safety hazards associated with the response measures in product
recovery of a sunken vessel. It is impracticable to publish an NPRM and
hold a reasonable comment period for this rulemaking due to the
emergent nature of the ongoing response and recovery operations.
    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 impracticable because immediate action is needed to
respond to the safety hazards associated with the response and salvage
operations.

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 Puget
Sound (COTP) has determined that potential hazards associated with the
emergency response and recovery operations will be a safety concern for
anyone within a 1000-yard radius of Sunset Point, San Juan Island, WA.
This rule is needed to protect personnel, vessels, and the marine
environment in the navigable waters within the safety zone while the
emergency response is ongoing and during the recovery of the sunken
vessel.

IV. Discussion of the Rule

    This rule establishes a temporary safety zone that will be enforced
from September 12, 2022, at 10 p.m., through September 26, 2022, at 10
p.m. The safety zone will cover all navigable waters within 1,000-yard
radius of Sunset Point, San Juan Island, WA. The duration of the zone
is intended to protect personnel, vessels, and the marine environment
in these navigable waters while the emergency response of the sunken
vessel are ongoing. No vessel or person will be permitted to enter the
safety zone without obtaining permission from the COTP or a designated
representative. The safety zone may be suspended early at the
discretion of COTP Sector Puget Sound.

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. 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).
    This regulatory action determination is based on the size,
location, duration, and time-of-day of the safety zone. Vessel traffic
will be able to safely transit around this safety zone which would
impact a small designated area of Sunset Point on San Juan Island for a
total of 14 days and operations may be suspended early at the
discretion of the COTP Sector Puget Sound. Moreover, the Coast Guard
will issue a Broadcast Notice to Mariners via VHF-FM marine channel 16
about the zone.

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
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
call or email 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.

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, Rev. 1, associated implementing instructions, 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 14 days that will prohibit entry within 1000 yards
of Sunset Point while vessels, equipment, and personnel are being used
in the emergency response and removal of a sunken vessel. It is
categorically excluded from further review under paragraph L60[d] of
Appendix A, Table 1 of DHS Instruction Manual 023-01-001-01, Rev. 1. A
Record of Environmental Consideration supporting this determination is
available in the docket. For instructions on locating the docket, see
the ADDRESSES section of this preamble.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to call or email 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.
00170.1, Revision No. 01.2.

0
2. Add Sec.  165.T13-0722 to read as follows:

Sec.  165.T13-0722  Safety Zone; Sunset Point, San Juan Island, WA.

    (a) Location. The following area is a safety zones: all navigable
waters within a 1,000 yard radius of the sunken vessel located at
48[deg]33'16.1'' N, 123[deg]10'28.9'' W off of Sunset Point, San Juan
Island, WA. These coordinates are based 1984 World Geodetic System (WGS
84).
    (b) Definitions. As used in this section, a designated
representative means a Coast Guard Patrol Commander, including a Coast
Guard coxswain, petty officer, or other officer operating a Coast Guard
vessel and a Federal, State, and local officer designated by or
assisting the Captain of the Port (COTP) Sector Puget Sound in the
enforcement of the safety zone.
    (c) Regulations. (1) Under the general safety zone regulations in
subpart C of this part, you may not enter the safety zone described in
paragraph (a) of this section unless authorized by the COTP or the
COTP's designated representative.
    (2) To seek permission to enter, contact the COTP or the COTP's
representative by VHF Channel 16. Those in the safety zone must comply
with all lawful orders or directions given to them by the COTP or the
COTP's designated representative.
    (d) Enforcement period. This section will be enforced from
September 12, 2022, at 10 p.m. through September 26, 2022, at 10 p.m.
unless an earlier end is announced by Broadcast Notice to Mariners on
VHF-FM marine channel 16.

    Dated: September 12, 2022.
P.M. Hilbert,
Captain, U.S. Coast Guard, Captain of the Port Sector Puget Sound.
[FR Doc. 2022-20057 Filed 9-15-22; 8:45 am]
BILLING CODE 9110-04-P


The Environmental Protection Agency is providing this “Reader’s
Guide” to allow the reader to more easily access and navigate the
various documents contained in the butylate electronic docket.  The
documents are posted in Federal Docket Management System (FDMS)
electronic docket in   HYPERLINK "http://www.regulations.gov"
www.regulations.gov  under EPA-HQ-OPP-2008-0882.  Each item contains the
title of the document, the date of the document, its author(s) when
applicable, and a brief description of its purpose.

EPA is committed to involving stakeholders and the public in its
development of pesticide reregistration and tolerance reassessment
decisions. The Agency's public participation process provides a dynamic
framework for public involvement and consultation during the conduct of
these programs.

Docket Item 1. 	Federal Register Notice:  Pesticide Registration Review;
New Dockets Opened for Review and Comment; Notice of Availability; June
24, 2009;

This document formally and publicly announces the establishment of,
inter alia, the Butylate Registration Review Docket that is available
for review on the Federal Docket Management System’s (FDMS’s)
internet site or at the EPA’s Office of Pesticides Programs’ (paper
copy) Public Docket.  It solicits comments on the butylate related
documents and provides timeframes and locations for submitting comments.

Docket Item 2. 	Reader’s Guide to docket # EPA-HQ-OPP-2008-0882; June
24, 2009; Guerry

This document, it is designed to describe the purpose of each document
in the docket.

Docket Item 3.	Butylate Summary Document Registration Review: Initial
Docket June 2009; June 16, 2009; Keigwin

Document summarizes what EPA currently knows about the Butylate
pesticide case and a preliminary work plan for anticipated data and
assessment needs.

Docket Item 4.	Appendix A; June 24, 3008; Biological and Economic
Analysis Division

This report presents EPA’s understanding of the current use and usage
patterns of butylate including any limitations or restrictions.

Docket Item 5.	Screening Level Use Analysis (SLUA) for Butylate; October
1, 2008; Biological and Economic Analysis Division

This report presents a screening level use estimate of the agricultural
use of the active ingredient butylate.

Docket Item 6.	Registration Review – Preliminary Problem Formulation
for the Ecological Risk Assessment of Butylate; June 11, 2009;
Environmental Fate and Effects Division

Also included as part of the Summary Document, this document summarizes
what EPA currently knows about the environmental fate and effects of the
butylate pesticide and includes a preliminary work plan for anticipated
data and assessment needs.

Docket Item 7.	Butylate.  Human Health Assessment Scoping Document in
Support of Registration Review; May 6, 2009; Health Effects Division

Also included as part of the Summary Document, this document summarizes
what EPA currently knows about the human health effects of the butylate
pesticide and includes a preliminary work plan for anticipated data and
assessment needs.

Butylate Reader’s Guide - Docket # EPA-HQ-OPP-2008-0882

 PAGE  1


Section 10D's requirements concerning disclosure of the issuer's policy
on incentive-based compensation and recovery of erroneously awarded
compensation. In accordance with the statute, the proposed rule would
direct the exchanges to establish listing standards that require each
issuer to adopt and comply with a policy providing for the recovery of
incentive-based compensation based on financial information required to
be reported under the securities laws that is received by current or
former executive officers, and to file all disclosure with respect to
that policy in accordance with Commission rules.
    The primary objective of the proposed rule and rule amendments is
to require that all listed issuers have a policy in place to recover
compensation based on material noncompliance with any financial
reporting requirement. This policy would require executives to return
erroneously awarded compensation without the need for shareholders to
embark on costly litigation.\346\ The disclosure requirements in the
proposed rule and rule amendments are intended to promote consistent
disclosure among issuers as to both the substance of a listed issuer's
recovery policy and how the listed issuer implements that policy in
practice.
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    \346\ Senate Report at 135-36.
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B. Legal Basis

    We are proposing the rule and rule amendments pursuant to Sections
6, 7, 10, and 19(a) of the Securities Act; Sections 10D, 13, 14, 23(a)
and 36 of the Exchange Act and Sections 20, 30, and 38 of the
Investment Company Act of 1940.

C. Small Entities Subject to the Proposed Action

    The proposals would affect, among other entities, exchanges that
list securities and listed issuers subject to our proxy rules. The
Regulatory Flexibility Act defines ``small entity'' to mean ``small
business,'' ``small organization,'' or ``small governmental
jurisdiction.'' \347\ The Commission's rules define ``small business''
and ``small organization'' for purposes of the Regulatory Flexibility
Act for each of the types of entities regulated by the Commission.
Exchange Act Rule 0-10(e) provides that the term ``small business'' or
``small organization,'' when referring to an exchange, means any
exchange that: (1) Has been exempted from the reporting requirements of
Exchange Act Rule 601; \348\ and (2) is not affiliated with any person
(other than a natural person) that is not a small business or small
organization, as defined under Exchange Act Rule 0-10.\349\ No
exchanges are small entities because none meet these criteria.
Securities Act Rule 157 \350\ and Exchange Act Rule 0-10(a) \351\
define an issuer, other than an investment company, to be a ``small
business'' or ``small organization'' if it had total assets of $5
million or less on the last day of its most recent fiscal year and is
engaged or proposing to engage in an offering of securities which does
not exceed $5 million. The proposed rule and rule amendments would
affect small entities that have a class of securities that are
registered under Section 12(b) of the Exchange Act. We estimate that
there are approximately 27 listed issuers, other than registered
investment companies, that may be considered small entities. An
investment company, including a business development company, is
considered to be a ``small business'' if it, together with other
investment companies in the same group of related investment companies,
has net assets of $50 million or less as of the end of its most recent
fiscal year.\352\ We believe that certain of the rule and rule
amendments would affect small entities that are investment companies,
including business development companies, with a class of securities
registered under Section 12(b) of the Exchange Act. We estimate that
there are approximately 13 listed investment companies, including
business development companies, that may be considered small entities.
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    \347\ 5 U.S.C. 601(6).
    \348\ 17 CFR 242.601.
    \349\ 17 CFR 240.0-10(e).
    \350\ 17 CFR 230.157.
    \351\ 17 CFR 240.0-10(a).
    \352\ 17 CFR 270.0-10(a).
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D. Reporting, Recordkeeping, and Other Compliance Requirements

    Under the proposals, the exchanges will be directed to prohibit the
listing of an equity security of an issuer that does not comply with
Section 10D's requirements concerning development and implementation of
a policy requiring recovery of erroneously awarded incentive-based
compensation, and disclosure of that policy. Large and small entities
would be subject to the same recovery and disclosure requirements.
    Proposed Rule 10D-1 would require exchanges to adopt listing
standards that would require a listed issuer (including a small entity)
to develop and implement a policy providing that, in the event that the
issuer is required to prepare an accounting restatement due to material
noncompliance with any financial reporting requirement, the issuer will
recover from any of its current or former executive officers who
received incentive-based compensation during the preceding three-year
period based on the erroneous data, any such compensation in excess of
what would have been paid under the accounting restatement.
    If during the last completed fiscal year, either a restatement was
completed that required recovery of excess incentive-based compensation
pursuant to the listed small entity's compensation recovery policy, or
there was an outstanding balance of excess incentive-based compensation
from the application of the policy to a prior restatement, proposed
Item 402(w) would require the listed small entity to disclose and
provide in block-text tagged XBRL format:
     For each restatement,
    [cir] The date on which the listed issuer was required to prepare
an accounting restatement;
    [cir] The aggregate dollar amount of excess incentive-based
compensation attributable to the restatement; and
    [cir] The aggregate dollar amount of excess incentive-based
compensation that remained outstanding as of the end of the last
completed fiscal year;
     The name of each person subject to recovery of excess
incentive-based compensation attributable to an accounting restatement,
if any, from whom during the last completed fiscal year the listed
small entity decided not to pursue recovery, the amount forgone from
each such person, and a brief description of the listed small entity's
reasons for not pursuing recovery; and
     The name of, and amount due from, each person from whom,
at the end of its last completed fiscal year, excess incentive-based
compensation had been outstanding for 180 days or longer since the date
the small entity determined the amount the person owed.

In addition, proposed Item 601(b)(96) and the corresponding amendment
to Form N-CSR would require a listed

small entity to file, as an exhibit to its Exchange Act annual report
or, in the case of a listed registered management investment company,
its Form N-CSR annual report, its policy regarding the recovery of
erroneously awarded incentive-based compensation.
    The proposals will impose additional requirements on small entities
in order to comply with the new listing standards and to collect,
record and report the disclosures. For example, it can reasonably be
expected that listed small entities would need to engage the
professional services of attorneys to develop their recovery policies
and would also need the services of both attorneys and accountants to
implement those policies in the event of an accounting restatement.
Such services will likely be needed to compute recoverable amounts,
especially for incentive-based compensation based on stock price or
total shareholder return metrics. Small entities also will incur costs
to tag the required disclosures in XBRL format and may need to engage
the services of outside professionals to assist with this process.
    Our existing disclosure rules require smaller reporting companies
to provide compensation information for named executive officers for
the last two completed fiscal years in the Summary Compensation Table
pursuant to Item 402(n) of Regulation S-K. We also believe that small
entities do not typically grant their executive officers complex
incentive-based compensation awards or use many different types of
incentive-based compensation awards, which would significantly minimize
the impact of the proposal, including the proposed reporting
requirements, on small entities. To the extent a small entity may not
currently be required to disclose the information the proposals require
in the event there is a restatement and the restatement requires
application of the small entity's recovery policy, this information
should be readily available to the small entity as it controls how it
implements its recovery policy. Where a small entity may be required to
disclose this type of information in such filings pursuant to Item
404(a) of Regulation S-K, the proposed new instruction to Item 404 will
provide that Item 404 disclosure is not required if the transaction
involves the recovery of excess incentive-based compensation that is
disclosed pursuant to Item 402(w).
    In addition, we believe that the impact of the proposals on small
entities will be lessened because the proposals apply only to listed
issuers, and the quantitative listing standards applicable to issuers
listing securities on an exchange, such as market capitalization,
minimum revenue, and shareholder equity requirements, will serve to
limit the number of small entities that would be affected.

E. Duplicative, Overlapping or Conflicting Federal Rules

    As noted above, other statutes and rules administered by the
Commission address the recovery of executive compensation. Section 304
of SOX provides for recovery of executive compensation when there has
been material noncompliance of the issuer, as a result of misconduct,
with any financial reporting measure. In addition, existing CD&A
disclosure requirements call for disclosure of an issuer's policies and
decisions regarding recovery of executive compensation in the event of
an accounting restatement, to the extent material. Outside of the
federal securities laws, EESA contains an executive compensation
recovery provision applicable to financial institutions that sell
troubled assets to the Secretary of the Treasury under TARP. As
explained above, the proposed rule and rule amendments are generally
broader in scope, and more specific in detail, than these existing
provisions. For example, the proposed rule and rule amendments--unlike
Section 304 of SOX--would require recovery in the event of an
accounting restatement regardless of issuer misconduct. Similarly, the
clawback provisions in EESA apply only to financial institutions that
sold troubled assets to and have not repaid the Treasury, whereas the
proposed rules apply to all listed issuers. Thus, although there may be
some overlap between the proposed rule and rule amendments and these
existing provisions, we do not believe the proposed rule and rule
amendments would duplicate or conflict with other federal rules or
statutes.

F. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider alternatives
that would accomplish our stated objectives, while minimizing any
significant adverse impact on small entities. In connection with the
proposed disclosure amendments, we considered the following
alternatives:
     Clarifying, consolidating or simplifying compliance and
reporting requirements under the rules for small entities;
     Exempting small entities from all or part of the
requirements; and
     Establishing different compliance or reporting
requirements or timetables that take into account the resources
available to small entities.
    In some respects, we have used performance standards in crafting
the proposals. Specifically:
     Proposed Rule 10D-1 uses a standard-based definition of
``incentive based compensation'' subject to recovery;
     Proposed Rule 10D-1 provides boards of directors with
limited discretion to determine whether and how much compensation to
pursue and broader discretion to determine the means of recovery; and
     Proposed Rule 10D-1 adopts a standard-based approach to
determining the amount of excess incentive-based compensation subject
to recovery.
    We believe that high quality financial reporting is important for
promoting investor confidence in the financial markets. The proposed
rule and rule amendments would further this objective by requiring that
all listed issuers have policies requiring the recovery of executive
compensation that was received based on material noncompliance with
financial reporting requirements. The disclosure requirements in the
proposed rule and rule amendments would require clear disclosure of a
listed issuer's policy on recovery of incentive-based compensation, and
provide investors with useful information regarding the application of
that policy. We believe that our proposed rule and rule amendments will
promote consistent compliance with recovery obligations and related
disclosure across all listed issuers without unduly burdening small
entities. We note that the proposal provides issuers flexibility to
forgo recovery in circumstances where the costs of enforcing recovery
would exceed the recoverable amounts. This will help to limit costs for
all issuers subject to the rule, including small entities.
    Although we preliminarily believe that an exemption for small
entities from coverage of the proposals would not be appropriate, we
seek comment on whether we should exempt small entities from any of the
proposed requirements or scale the proposed disclosure amendments to
reflect the characteristics of small entities and the needs of their
investors.\353\
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    \353\ See Sections II.A.1 and II.D, above, and related requests
for comment.
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    At this time, we do not believe that different compliance methods
or timetables for small entities would be appropriate. The proposals
are intended to further the statutory goal of assuring that executive
officers do not retain

incentive-based compensation that they received erroneously. The
specific disclosure requirements in the proposals will promote
consistent disclosure among all issuers, including small entities.
Separate compliance requirements or timetables for small entities could
interfere with achieving the goals of the statute and our proposals.
Nevertheless, we solicit comment on whether different compliance
requirements or timetables for small entities would be appropriate, and
consistent with the purposes of Section 954 of the Act.\354\
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    \354\ See Section II.F, above, and related requests for comment.
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G. Solicitation of Comments

    We encourage the submission of comments with respect to any aspect
of this Initial Regulatory Flexibility Analysis. In particular, we
request comments regarding:
     How the proposed rule and rule amendments can achieve
their objective while lowering the burden on small entities;
     The number of small entities that may be affected by the
proposed rule and rule amendments;
     Whether small entities should be exempt from the rule and
rule amendments;
     The existence or nature of the potential impact of the
proposed amendments on small entities discussed in the analysis; and
     How to quantify the impact of the proposed rule and rule
amendments.
    Respondents are asked to describe the nature of any impact and
provide empirical data supporting the extent of the impact. Such
comments will be considered in the preparation of the Final Regulatory
Flexibility Analysis, if the proposed rule and rule amendments are
adopted, and will be placed in the same public file as comments on the
proposed rule and rule amendments themselves.

VII. Statutory Authority and Text of the Proposed Amendments Amendments

    The amendments contained in this release are being proposed under
the authority set forth in Sections 6, 7, 10, and 19(a) of the
Securities Act, Sections 10D, 13, 14, 23(a) and 36 of the Exchange Act,
and Sections 20, 30, and 38 of the Investment Company Act of 1940.

List of Subjects in 17 CFR Parts 229, 240, 249 and 274

    Reporting and recordkeeping requirements, Securities, Investment
companies.

Text of the Proposed Amendments

    For the reasons set out in the preamble, the Commission proposes to
amend title 17, chapter II, of the Code of Federal Regulations as
follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
1. The general authority citation for part 229 is revised to read as
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 777iii,
77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1,
78o, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30,
80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; and
18 U.S.C. 1350.
* * * * *
0
2. Section 229.402, as proposed to be amended at 78 FR 60559 [Oct. 1,
2013] and 80 FR 26329 [May 7, 2015], is further amended by:
0
a. Revising paragraph (a)(1);
0
b. Adding Instruction 5 to paragraph (c);
0
c. Adding Instruction 5 to paragraph (n); and
0
d. Adding paragraph (w).
    The revision and additions read as follows:

Sec.  229.402  (Item 402) Executive compensation.

    (a) * * *
    (1) Treatment of foreign private issuers. A foreign private issuer
will be deemed to comply with this Item if it provides the information
required by Items 6.B, 6.E.2 and 6.F of Form 20-F (17 CFR 240.220f),
with more detailed information provided if otherwise made publicly
available or required to be disclosed by the issuer's home jurisdiction
or a market in which its securities are listed or traded, or paragraph
(17) of General Instruction B of Form 40-F (17 CFR 240.240f), as
applicable. A foreign private issuer that elects to provide domestic
Item 402 disclosure shall provide the disclosure required by Item
402(w) in its annual report or registration statement, as applicable.
* * * * *
    (c) * * *
    Instructions to Item 402(c). * * *
    5. Any amounts recovered pursuant to a listed registrant's
erroneously awarded compensation recovery policy shall reduce the
amount reported in the applicable Summary Compensation Table column for
the fiscal year in which the amount recovered initially was reported as
compensation, and shall be identified by footnote.
* * * * *
    (n) * * *
    Instructions to Item 402(n). * * *
    5. Any amounts recovered pursuant to the erroneously awarded
compensation recovery policy of a smaller reporting company that is a
listed registrant shall reduce the amount reported in its applicable
Summary Compensation Table column for the fiscal year in which the
amount recovered initially was reported as compensation, and shall be
identified by footnote.
* * * * *
    (w) Disclosure of a listed registrant's action to recover
erroneously awarded compensation. If at any time during the last
completed fiscal year either a restatement that required recovery of
excess incentive-based compensation pursuant to the listed registrant's
compensation recovery policy was completed or there was an outstanding
balance of excess incentive-based compensation from the application of
the policy to a prior restatement, the listed registrant shall provide
the following information:
    (1) For each restatement:
    (i) The date on which the listed registrant was required to prepare
an accounting restatement, as defined in 17 CFR 240.10D-1(c)(2);
    (ii) The aggregate dollar amount of excess incentive-based
compensation attributable to such accounting restatement;
    (iii) The estimates that were used in determining the excess
incentive-based compensation attributable to such accounting
restatement, if the financial reporting measure related to a stock
price or total shareholder return metric; and
    (iv) The aggregate dollar amount of excess incentive-based
compensation that remains outstanding at the end of the last completed
fiscal year;
    (2) If during the last completed fiscal year the listed registrant
decided not to pursue recovery from any individual subject to recovery
of excess incentive-based compensation attributable to an accounting
restatement, for each such individual, the name and amount forgone and
a brief description of the reason the listed registrant decided in each
case not to pursue recovery;
    (3) The name of each individual from whom, as of the end of the
last completed fiscal year, excess incentive-based compensation had
been outstanding for 180 days or longer since the date the issuer
determined the amount the individual owed, and the

dollar amount of outstanding excess incentive-based compensation due
from each such individual; and
    (4) The disclosure required to be provided pursuant to this
paragraph (w) shall appear with, and in the same format as, the rest of
the disclosure required to be provided pursuant to this Item 402 and,
in addition, shall be electronically formatted using the eXtensible
Business Reporting Language (XBRL) interactive data standard in
accordance with the EDGAR Filer Manual (17 CFR 232.11) as an exhibit to
definitive Schedule 14A (17 CFR 240.14a-101) or definitive Schedule 14C
(17 CFR 240.14c-101), as applicable, and Form 10-K (17 CFR 249.310).
The XBRL format disclosure required to be provided pursuant this
paragraph (w) must be block-text tagged.
    Instructions to Item 402(w).
    1. A listed registrant is a registrant that had a class of
securities listed on a national securities exchange registered pursuant
to section 6 of the Exchange Act (15 U.S.C. 78f) or a national
securities association registered pursuant to section 15A of the
Exchange Act (15 U.S.C. 78o-3) at any time during its last completed
fiscal year.
    2. A compensation recovery policy is the policy required by the
listing standards adopted pursuant to 17 CFR 240.10D-1.
    3. Excess incentive-based compensation is the erroneously awarded
compensation computed as provided in 17 CFR 240.10D-1(b)(1)(iii) and
the applicable listing standards for the listed registrant's
securities.
    4. For Item 402(w)(1), if the aggregate dollar amount of excess
incentive-based compensation has not yet been determined, disclose this
fact and explain the reason(s).
    5. The information required by Item 402(w) must be disclosed only
in proxy or information statements that call for Item 402 disclosure
and the listed registrant's annual report on Form 10-K. The information
required by this Item 402(w) will not be deemed to be incorporated by
reference into any filing under the Securities Act, except to the
extent that the listed registrant specifically incorporates it by
reference.
* * * * *
0
3. Amend Sec.  229.404 by:
0
a. Removing ``or'' at the end of Instruction 5.a.i. to the Instructions
to Item 404(a);
0
b. Removing the ``.'' and adding in its place ``;or'' in Instruction
5.a.ii. to the Instructions to Item 404(a); and
0
c. Adding Instruction 5.a.iii. to the Instructions to Item 404(a).
    The addition reads as follows:

Sec.  229.404  (Item 404) Transactions with related persons, promoters
and certain control persons.

* * * * *
    Instructions to Item 404(a). * * *
    5.a. * * *
    iii. The transaction involves the recovery of excess incentive-
based compensation, as defined in Instruction 3 to Sec.  229.402(w),
that is disclosed pursuant to Item 402(w) (Sec.  229.402(w)).
* * * * *
0
4. Amend Sec.  229.601 adding paragraphs (96) and (97) to the exhibit
table in paragraph (a) and adding paragraphs (b)(96) and (97) to read
as follows:

Sec.  229.601  (Item 601) Exhibits.

    (a) * * *

                                                                      Exhibit Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 Securities Act Forms                                      Exchange Act Forms
                                        ----------------------------------------------------------------------------------------------------------------
                                                                      S-4                                F-4           8-K
                                          S-1    S-3    SF-1   SF-3   \1\    S-8    S-11   F-1    F-3    \1\     10    \2\    10-D   10-Q   10-K  ABS-EE
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                      * * * * * * *
(96) Listed Registrant Policy Relating   .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....     X   ......
 to Recovery of Erroneously Awarded
 Compensation..........................
(97) Listed Registrant Compensation      .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....  .....     X   ......
 Recovery Disclosure under Item 402(w)
 of Regulation S-K in XBRL Electronic
 Format................................

                                                                      * * * * * * *
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide
  information about such company at a level prescribed by Form S-3 or F-3; and (2) the form, the level of which has been elected under Form S-4 or F-4,
  would not require such company to provide such exhibit if it were registering a primary offering.
\2\ A Form 8-K exhibit is required only if relevant to the subject matter reported on the Form 8-K report. For example, if the Form 8-K pertains to the
  departure of a director, only the exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by
  reference from a previous filing.

    (b) * * *
    (96) Listed Registrant Policy Relating to Recovery of Erroneously
Awarded Compensation. A listed registrant must provide as an exhibit to
its Exchange Act annual report the policy required by the applicable
listing standards adopted pursuant to 17 CFR 240.10D-1. For purposes of
this Item, a listed registrant is a registrant that had a class of
securities listed on a national securities exchange registered pursuant
to section 6 of the Exchange Act (15 U.S.C. 78f) or a national
securities association registered pursuant to section 15A of the
Exchange Act (15 U.S.C. 78o-3) at any time during its last completed
fiscal year.
    (97) Listed Registrant Compensation Recovery Disclosure under Item
402(w) of Regulation S-K in XBRL Electronic Format. The compensation
recovery disclosure required to be provided by a listed registrant
under Item 402(w) of Regulation S-K (Sec.  229.402(w)) in electronic
format using the XBRL interactive data standard in accordance with the
EDGAR Filer Manual (17 CFR 232.11). The exhibit must be block-text
tagged.
* * * * *

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

0
5. The authority citation for part 240 is revised to read as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o,
78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm,
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.,
and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C.5221(e)(3); 18 U.S.C. 1350;
and Pub. L. 111-203, 939A, 124 Stat.1376 (2010), unless otherwise
noted.
* * * * *
0
6. Add Sec.  240.10D-1 to read as follows:

Sec.  240.10D-1--Listing  standards relating to recovery of erroneously
awarded compensation.

    (a) Pursuant to section 10D(a) of the Act (15 U.S.C. 78j-4(a)):
    (1) National securities exchanges and associations. The rules of
each national securities exchange registered pursuant to section 6 of
the Act (15 U.S.C. 78f) and each national securities association
registered pursuant to section 15A of the Act (15 U.S.C. 78o-3), to the
extent such national securities association lists securities in an
automated inter-dealer quotation system must, in accordance with the
provisions of this section, prohibit the initial or continued listing
of any security of an issuer that is not

in compliance with the requirements of any portion of paragraph (b) or
(c) of this section.
    (2) Implementation. (i) Each national securities exchange and
national securities association that lists securities must file with
the Commission, no later than 90 days after publication of this section
in the Federal Register, proposed rules or rule amendments that comply
with this section. Such rules or rule amendments that comply with this
section must be approved by the Commission and be effective no later
than one year after publication of this section in the Federal
Register.
    (ii) Each listed issuer shall adopt the recovery policy required by
this section no later than 60 days following the effective date of the
listing standard referenced in paragraph (a)(2)(i) of this section.
Each listed issuer shall comply with that recovery policy for all
incentive-based compensation received by executive officers on or after
the effective date of this section that results from attainment of a
financial reporting measure based on or derived from financial
information for any fiscal period ending on or after the effective date
of this section. Each listed issuer shall provide the required
disclosures in the applicable Commission filings required on or after
the effective date of the listing standard referenced in paragraph
(a)(2)(i) of this section.
    (b) Required standards. The requirements of this section are as
follows:
    (1) Recovery of erroneously awarded compensation. The issuer shall
adopt and comply with a written policy providing that, in the event
that the issuer is required to prepare an accounting restatement due to
the material noncompliance of the issuer with any financial reporting
requirement under the securities laws, the issuer will recover the
amount of erroneously awarded incentive-based compensation as provided
below. The issuer shall file all disclosures with respect to such
recovery policy in accordance with the requirements of the federal
securities laws.
    (i) To be subject to the issuer's recovery policy, incentive-based
compensation:
    (A) Must have been received while the issuer has a class of
securities listed on a national securities exchange or a national
securities association; and
    (B) Must have been received by an individual who served as an
executive officer of the issuer at any time during the performance
period for that incentive-based compensation.
    (ii) The issuer's recovery policy shall apply to any incentive-
based compensation received during the three completed fiscal years
immediately preceding the date that the issuer is required to prepare a
restatement of its previously issued financial statements to correct a
material error. In addition to these last three completed fiscal years,
the recovery policy shall apply to any transition period (that results
from a change in the issuer's fiscal year) within or immediately
following those three completed fiscal years. However, a transition
period that comprises a period of nine to 12 months would be deemed a
completed fiscal year. A ``transition period'' refers to the period
between the last day of the issuer's previous fiscal year end and the
first day of its new fiscal year. An issuer's obligation to recover
excess incentive-based compensation is not dependent on if or when the
restated financial statements are filed.
    (iii) The amount of incentive-based compensation subject to the
issuer's recovery policy (the ``erroneously awarded compensation'')
shall be the amount of incentive-based compensation received that
exceeds the amount of incentive-based compensation that otherwise would
have been received had it been determined based on the accounting
restatement, and shall be computed without regard to any taxes paid.
For incentive-based compensation based on stock price or total
shareholder return, where the amount of erroneously awarded
compensation is not subject to mathematical recalculation directly from
the information in an accounting restatement:
    (A) The amount shall be based on a reasonable estimate of the
effect of the accounting restatement on the stock price or total
shareholder return upon which the incentive-based compensation was
received; and
    (B) The issuer shall maintain documentation of the determination of
that reasonable estimate and provide such documentation to the exchange
or association.
    (iv) The issuer must recover erroneously awarded compensation in
compliance with its recovery policy except to the extent that it would
be impracticable to do so. Recovery would be impracticable only if the
direct expense paid to a third party to assist in enforcing the policy
would exceed the amount to be recovered, or if recovery would violate
home country law. Before concluding that it would be impracticable to
recover any amount of erroneously awarded compensation based on expense
of enforcement, the issuer must first make a reasonable attempt to
recover that erroneously awarded compensation. The issuer shall
document such reasonable attempt(s) to recover, and provide that
documentation to the exchange or association. Before concluding that it
would be impracticable to recover any amount of erroneously awarded
compensation based on violation of home country law, the issuer must
obtain an opinion of home country counsel, not unacceptable to the
applicable national securities exchange or association, that recovery
would result in such a violation, and shall provide such opinion to the
exchange or association. In addition, the home country law must have
been adopted in such home country prior to the date of publication in
the Federal Register of proposed Rule 10D-1. In either case, the
issuer's committee of independent directors responsible for executive
compensation decisions, or in the absence of such a committee, a
majority of the independent directors serving on the board, shall make
any determination that recovery would be impracticable.
    (v) The issuer is prohibited from indemnifying any executive
officer or former executive officer against the loss of erroneously
awarded compensation.
    (vi) An issuer that has been delisted from any national securities
exchange or national securities association for failing to comply with
the recovery policy required by this section may not list its
securities on any national securities exchange or national securities
association until the issuer comes into compliance with that policy.
    (2) General exemptions. The requirements of this section shall not
apply to the listing of:
    (i) A security futures product cleared by a clearing agency that is
registered pursuant to section 17A of the Act (15 U.S.C. 78q-1) or that
is exempt from the registration requirements of section 17A(b)(7)(A)
(15 U.S.C. 78q-1(b)(7)(A)).
    (ii) A standardized option, as defined in Sec.  240.9b-1(a)(4),
issued by a clearing agency that is registered pursuant to section 17A
of the Act (15 U.S.C. 78q-1).
    (iii) Any security issued by a unit investment trust, as defined in
15 U.S.C. 80a-4(2).
    (iv) Any security issued by a management company, as defined in 15
U.S.C. 80a-4(3), that is registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8), if such management company has
not awarded incentive-based compensation to any executive officer of
the company in any of the last three fiscal years, or in the case of a
company that has been listed for less than three fiscal years, since
the listing of the company.

    (c) Definitions. Unless the context otherwise requires, all terms
used in this section have the same meaning as in the Act and the rules
and regulations thereunder. In addition, unless the context otherwise
requires, the following definitions apply for purposes of this section:
    (1) Accounting restatement. For purposes of this rule, an
accounting restatement is the result of the process of revising
previously issued financial statements to reflect the correction of one
or more errors that are material to those financial statements.
    (2) Date on which an issuer is required to prepare an accounting
restatement. For purposes of Section 10D of the Act (15 U.S.C. 78j-4),
the date on which an issuer is required to prepare an accounting
restatement is the earlier to occur of:
    (i) The date the issuer's board of directors, a committee of the
board of directors, or the officer or officers of the issuer authorized
to take such action if board action is not required, concludes, or
reasonably should have concluded, that the issuer's previously issued
financial statements contain a material error; or
    (ii) The date a court, regulator or other legally authorized body
directs the issuer to restate its previously issued financial
statements to correct a material error.

    Note to paragraph (c)(2): The date specified in paragraph
(c)(2)(i) of this section generally is expected to coincide with the
occurrence of the event described under Item 4.02(a) of Exchange Act
Form 8-K (17 CFR 249.308). Neither date specified in paragraph
(c)(2) of this section is predicated on if or when a Form 8-K is
filed.

    (3) Executive officer. For purposes of Section 10D of the Act (15
U.S.C. 78j-4), an executive officer is the issuer's president,
principal financial officer, principal accounting officer (or if there
is no such accounting officer, the controller), any vice-president of
the issuer in charge of a principal business unit, division or function
(such as sales, administration or finance), any other officer who
performs a policy-making function, or any other person who performs
similar policy-making functions for the issuer. Executive officers of
the issuer's parent(s) or subsidiaries shall be deemed executive
officers of the issuer if they perform such policy making functions for
the issuer. In addition, when the issuer is a limited partnership,
officers or employees of the general partner(s) who perform policy-
making functions for the limited partnership are deemed officers of the
limited partnership. When the issuer is a trust, officers or employees
of the trustee(s) who perform policy-making functions for the trust are
deemed officers of the trust.

    Note to paragraph (c)(3): Policy-making function is not intended
to include policy-making functions that are not significant. If
pursuant to Item 401(b) of Regulation S-K (Sec.  229.401(b)) the
issuer identifies a person as an executive officer, it is presumed
that the Board of Directors has made that judgment and that the
persons so identified are the executive officers for purposes of
Section 10D of the Act (15 U.S.C. 78j-4), as are such other persons
enumerated in this paragraph (c)(3) but not in Item 401(b).

    (4) Incentive-based compensation. For purposes of Section 10D (15
U.S.C. 78j-4), incentive-based compensation is any compensation that is
granted, earned or vested based wholly or in part upon the attainment
of a financial reporting measure. Financial reporting measures are
measures that are determined and presented in accordance with the
accounting principles used in preparing the issuer's financial
statements, any measures that are derived wholly or in part from such
measures, and stock price and total shareholder return. A financial
reporting measure need not be presented within the financial statements
or included in a filing with the Commission.
    (5) Material noncompliance. For purposes of Section 10D (15 U.S.C.
78j-4), a restatement to correct an error that is material to
previously issued financial statements shall be deemed to result from
material noncompliance of the issuer with a financial reporting
requirement under the securities laws.
    (6) Received. For purposes of Section 10D (15 U.S.C. 78j-4),
incentive-based compensation is deemed received in the issuer's fiscal
period during which the financial reporting measure specified in the
incentive-based compensation award is attained, even if the payment or
grant of the incentive-based compensation occurs after the end of that
period.
0
7. Amend Section 240.14a-101, by adding Item 22(b)(20) and Item 25 to
read as follows:

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

SCHEDULE 14A INFORMATION

* * * * *
    Item 22. * * *
    (b) * * *
    (20) In the case of a Fund that is an investment company registered
under the Investment Company Act of 1940 (15 U.S.C. 80a) that is
required to develop and implement a policy regarding the recovery of
erroneously awarded compensation pursuant to Sec.  240.10D-1(b)(1), if
at any time during the last completed fiscal year either a restatement
that required recovery of excess incentive-based compensation pursuant
to the Fund's compensation recovery policy was completed or there was
an outstanding balance of excess incentive-based compensation from the
application of the policy to a prior restatement, the Fund shall
provide the following information:
    (i) For each restatement:
    (A) The date on which the Fund was required to prepare an
accounting restatement, as defined in Sec.  240.10D-1(c)(2);
    (B) The aggregate dollar amount of excess incentive-based
compensation attributable to such accounting restatement;
    (C) The estimates that were used in determining the excess
incentive-based compensation attributable to such accounting
restatement, if the financial reporting measure related to a stock
price or total shareholder return metric; and
    (D) The aggregate dollar amount of excess incentive-based
compensation that remains outstanding at the end of the last completed
fiscal year;
    (ii) If during the last completed fiscal year the Fund decided not
to pursue recovery from any individual subject to recovery of excess
incentive-based compensation attributable to an accounting restatement,
for each such individual, the name and amount forgone and a brief
description of the reason the Fund decided in each case not to pursue
recovery; and
    (iii) The name of each individual from whom, as of the end of the
last completed fiscal year, excess incentive-based compensation had
been outstanding for 180 days or longer since the date the issuer
determined the amount the individual owed, and the dollar amount of
outstanding excess incentive-based compensation due from each such
individual.
    Instructions to paragraph 22(b)(20).
    1. Information provided under this paragraph is deemed to satisfy
the requirements of paragraphs (b)(8) and (b)(11) of Item 22 with
respect to the recovery of erroneously awarded compensation pursuant to
Sec.  240.10D-1(b)(1).
    2. A compensation recovery policy is the policy required by the
listing standards adopted pursuant to Sec.  240.10D-1.
    3. Excess incentive-based compensation'' is the erroneously awarded
compensation computed as provided in Sec.  240.10D-1(b)(1)(iii) and the
applicable listing standards for the Fund's securities.

    4. If the aggregate dollar amount of excess incentive-based
compensation has not yet been determined, disclose this fact and
explain the reason(s).
* * * * *
    Item 25. Exhibits.
    Provide the information required to be disclosed by Item 402(w) of
Regulation S-K (17 CFR 229.402(w)), or Item 22(b)(20) of this Schedule
14A, in an exhibit to this Schedule 14A electronically formatted using
the eXtensible Business Reporting Language (XBRL) interactive data
standard in accordance with the EDGAR Filer Manual (17 CFR 232.11). The
exhibit must be block-text tagged.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
8. The authority citation for part 249 is revised to read as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78a et seq., 78c, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78p, 78q,
78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37,
80b-3, 80b-4 80b-11, and 7201 et seq.; 12 U.S.C. 5461 et seq.; and
18 U.S.C. 1350, unless otherwise noted.
* * * * *
* * * * *
0
9. Amend Form 20-F (referenced in Sec.  249.220f) by adding Item 6.F
and Instructions to Item 6.F, and adding Instruction 17 to the
Instructions as to Exhibits, of Form 20-F, 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

* * * * *

Item 6. Directors, Senior Management and Employees

* * * * *
    F. Disclosure of a listed issuer's action to recover erroneously
awarded compensation. If at any time during the last completed fiscal
year either a restatement that required recovery of excess incentive-
based compensation pursuant to the listed issuer's compensation
recovery policy was completed or there was an outstanding balance of
excess incentive-based compensation from the application of the policy
to a prior restatement, the listed issuer shall, in its annual report
on Form 20-F, provide the following information:
    (1) For each restatement:
    (i) The date on which the listed issuer was required to prepare an
accounting restatement, as defined in Rule 10D-1(c)(2) under the
Exchange Act (17 CFR 240.10D-1(c)(2));
    (ii) The aggregate dollar amount of excess incentive-based
compensation attributable to such accounting restatement;
    (iii) The estimates that were used in determining the excess
incentive-based compensation attributable to such accounting
restatement, if the financial reporting measure related to a stock
price or total shareholder return metric; and
    (iv) The aggregate dollar amount of excess incentive-based
compensation that remains outstanding at the end of the last completed
fiscal year;
    (2) If during the last completed fiscal year the listed issuer
decided not to pursue recovery from any individual subject to recovery
of excess incentive-based compensation attributable to an accounting
restatement, for each such individual, the name and amount forgone and
a brief description of the reason the listed issuer decided in each
case not to pursue recovery; and
    (3) The name of each individual from whom, as of the end of the
last completed fiscal year, excess incentive-based compensation had
been outstanding for 180 days or longer since the date the issuer
determined the amount the individual owed, and the dollar amount of
outstanding excess incentive-based compensation due from each such
individual.
    (4) The disclosure required to be provided by Item 6.F shall appear
with, and in the same format as, the rest of the disclosure required to
be provided by Item 6 and, in addition, shall be electronically
formatted using the eXtensible Business Reporting Language (XBRL)
interactive data standard in accordance with the EDGAR Filer Manual (17
CFR 232.11) as an exhibit to this Form. The XBRL format disclosure
required to be provided by this Item 6.F must be block-text tagged.
    Instructions to Item 6.F.
    1. For purposes of this Item, a ``listed issuer'' is an issuer that
had a class of securities listed on a national securities exchange
registered pursuant to section 6(a) of the Exchange Act (15 U.S.C. 78f)
or a national securities association registered pursuant to section
15A(a) of the Exchange Act (15 U.S.C. 78o-3) at any time during its
last completed fiscal year.
    2. A ``compensation recovery policy'' is the policy required by the
listing standards adopted pursuant to Rule 10D-1 under the Exchange Act
(17 CFR 240.10D-1).
    3. ``Excess incentive-based compensation'' is the erroneously
awarded compensation computed as provided in Rule 10D-1(b)(1)(iii)
under the Exchange Act (17 CFR 240.10D-1(b)(1)(iii)) and the applicable
listing standards for the listed issuer's securities.
    4. If the aggregate dollar amount of excess incentive-based
compensation has not yet been determined, disclose this fact and
explain the reason(s).
    5. The information required by Item 6.F must be disclosed only in
annual reports and does not apply to registration statements on Form
20-F. The information required by this Item 6.F will not be deemed to
be incorporated by reference into any filing under the Securities Act,
except to the extent that the listed issuer specifically incorporates
it by reference.
* * * * *

Item 7. Major Shareholders and Related Party Transactions

* * * * *
    Instructions to Item 7.B * * *
    4. Disclosure need not be provided pursuant to this Item if the
transaction involves the recovery of excess incentive-based
compensation that is disclosed pursuant to Item 6.F.
* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
    96. A listed issuer must provide as an exhibit to its Exchange Act
annual report on Form 20-F the compensation recovery policy required by
the applicable listing standards adopted pursuant to Rule 10D-1 under
the Exchange Act (17 CFR 240.10D-1) . For purposes of this paragraph, a
``listed issuer'' is a registrant that had a class of securities listed
on a national securities exchange registered pursuant to section 6 of
the Exchange Act (15 U.S.C. 78f) or a national securities association
registered pursuant to section 15A of the Exchange Act (15 U.S.C. 78o-
3) at any time during its last completed fiscal year.
    97. The compensation recovery disclosure is required to be provided
by a listed issuer under Item 6.F in electronic format using the XBRL
interactive data standard in accordance with the EDGAR Filer Manual (17
CFR 232.11). The exhibit must be block-text tagged. 17 through 95 and
98 through 99 [Reserved]
* * * * *
0
10. Amend Form 40-F (referenced in Sec.  249.240f) by adding paragraph
(17) to General Instruction B and Instructions to paragraph (17) of
General Instruction B to read as follows:

    Note: The text of Form 40-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 40-F

* * * * *
    (17) Recovery of erroneously awarded compensation.
    (a) A listed issuer shall include as exhibit 96 the compensation
recovery policy required by the applicable listing standards adopted
pursuant to Exchange Act Rule 10D-1 (17 CFR 240.10D-1).
    (b) If at any time during the last completed fiscal year either a
restatement that required recovery of excess incentive-based
compensation pursuant to the listed issuer's compensation recovery
policy was completed or there was an outstanding balance of excess
incentive-based compensation from the application of the policy to a
prior restatement, the listed issuer shall, in its annual report on
Form 40-F, provide the following information:
    (1) For each restatement:
    (i) The date on which the listed issuer was required to prepare an
accounting restatement, as defined in Exchange Act Rule 10D-1(c)(2) (17
CFR 240.10D-1(c)(2));
    (ii) The aggregate dollar amount of excess incentive-based
compensation attributable to such accounting restatement;
    (iii) The estimates that were used in determining the excess
incentive-based compensation attributable to such accounting
restatement, if the financial reporting measure related to a stock
price or total shareholder return metric; and
    (iv) The aggregate dollar amount of excess incentive-based
compensation that remains outstanding at the end of the last completed
fiscal year;
    (2) If during the last completed fiscal year the listed issuer
decided not to pursue recovery from any individual subject to recovery
of excess incentive-based compensation attributable to an accounting
restatement, for each such individual, the name and amount forgone and
a brief description of the reason the listed issuer decided in each
case not to pursue recovery; and
    (3) The name of each individual from whom, as of the end of the
last completed fiscal year, excess incentive-based compensation had
been outstanding for 180 days or longer since the date the issuer
determined the amount the individual owed, and the dollar amount of
outstanding excess incentive-based compensation due from each such
individual.
    (4) The disclosure required to be provided by paragraph (17) of
General Instruction B shall appear with, and in the same format as
generally required for, the rest of the disclosure required to be
provided by General Instruction B and, in addition, shall be
electronically formatted using the eXtensible Business Reporting
Language (XBRL) interactive data standard in accordance with the EDGAR
Filer Manual (17 CFR 232.11) as exhibit 97 to this Form. The XBRL
format disclosure required to be provided by paragraph (17) of General
Instruction B must be block-text tagged.
    Instructions to paragraph (17).
    1. For purposes of this paragraph, a ``listed issuer'' is an issuer
that had a class of securities listed on a national securities exchange
registered pursuant to section 6 of the Exchange Act (15 U.S.C. 78f) or
a national securities association registered pursuant to section 15A of
the Exchange Act (15 U.S.C. 78o-3) at any time during its last
completed fiscal year.
    2. A ``compensation recovery policy'' is the policy required by the
listing standards adopted pursuant to Exchange Act Rule 10D-1 (17 CFR
240.10D-1).
    3. ``Excess incentive-based compensation'' is the erroneously
awarded compensation computed as provided in Exchange Act Rule 10D-
1(b)(1)(iii) (17 CFR 240.10D-1(b)(1)(iii)) and the applicable listing
standards for the listed issuer's securities.
    4. If the aggregate dollar amount of excess incentive-based
compensation has not yet been determined, disclose this fact and
explain the reason(s).
    5. The information required by paragraph (17) of General
Instruction B must be disclosed only in annual reports and does not
apply to registration statements on Form 40-F. The information required
by this paragraph (17) will not be deemed to be incorporated by
reference into any filing under the Securities Act, except to the
extent that the listed issuer specifically incorporates it by
reference.
* * * * *

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

0
11. The general authority citation for Part 274 is revised to read as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78j-4,
78l, 78m, 78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Pub. L.
111-203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *
0
12. Amend Form N-CSR (referenced in 17 CFR 274.128) by:
0
a. Revising General Instruction D;
0
b. Redesignating Item 12 as Item 13;
0
c. Adding new Item 12;
0
d. Redesignating paragraph (a)(2) of newly designated Item 13
(Exhibits) as paragraph (a)(4); and
0
e. Adding paragraphs (a)(2) and (a)(3) to redesignated Item 13
(Exhibits).
    The additions 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

* * * * *

GENERAL INSTRUCTIONS * * *

D. Incorporation by Reference

    A registrant may incorporate by reference information required by
Items 4, 5, 12, and 13(a)(1). No other Items of the Form shall be
answered by incorporating any information by reference. The information
required by Items 4, 5, and 12 may be incorporated by reference from
the registrant's definitive proxy statement (filed or required to be
filed pursuant to Regulation 14A (17 CFR 240.14a-1 et seq.)) or
definitive information statement (filed or to be filed pursuant to
Regulation 14C (17 CFR 240.14c-1 et seq.)) which involves the election
of directors, if such definitive proxy statement or information
statement is filed with the Commission not later than 120 days after
the end of the fiscal year covered by an annual report on this Form.
All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
10(d) of Regulation S-K under the Securities Act of 1933 (17 CFR
229.10(d)) (general rules on incorporation by reference, which, among
other things, prohibit, unless specifically required by this Form,
incorporating by reference a document that includes incorporation by
reference to another document, and limits incorporation to documents
filed within the last 5 years, with certain exceptions); Rule 303 of
Regulation S-T (17 CFR 232.303) (specific requirements for
electronically filed documents); Rules 12b-23 and 12b-32 under the
Exchange Act (additional rules on incorporation by reference for
reports filed pursuant to Sections 13 and 15(d) of the Exchange Act);
and Rules 0-4, 8b-23, and 8b-32 under the Investment Company Act of
1940 (17 CFR 270.0-4, 270.8b-23, and 270.8b-32) (additional rules on
incorporation by reference for investment companies).
* * * * *

Item 12. Recovery of Erroneously Awarded Compensation

    In the case of a registrant that is required to develop and
implement a

policy regarding the recovery of erroneously awarded compensation
pursuant to Rule 10D-1(b)(1) under the Exchange Act (17 CFR 240.10D-1),
if at any time during the last completed fiscal year either a
restatement that required recovery of excess incentive-based
compensation pursuant to the registrant's compensation recovery policy
was completed or there was an outstanding balance of excess incentive-
based compensation from the application of the policy to a prior
restatement, the registrant shall provide the following information:
    (a) For each restatement:
    (1) The date on which the registrant was required to prepare an
accounting restatement, as defined in Rule 10D-1(c)(2) under the
Exchange Act (17 CFR 240.10D-1(c)(2));
    (2) The aggregate dollar amount of excess incentive-based
compensation attributable to such accounting restatement;
    (3) The estimates that were used in determining the excess
incentive-based compensation attributable to such accounting
restatement, if the financial reporting measure related to a stock
price or total shareholder return metric; and
    (4) The aggregate dollar amount of excess incentive-based
compensation that remains outstanding at the end of the last completed
fiscal year;
    (b) If during the last completed fiscal year the registrant decided
not to pursue recovery from any individual subject to recovery of
excess incentive-based compensation attributable to an accounting
restatement, for each such individual, the name and amount forgone and
a brief description of the reason the registrant decided in each case
not to pursue recovery; and
    (c) The name of each individual from whom, as of the end of the
last completed fiscal year, excess incentive-based compensation had
been outstanding for 180 days or longer since the date the issuer
determined the amount the individual owed, and the dollar amount of
outstanding excess incentive-based compensation due from each such
individual.

Instructions

    1. The information required by this Item is only required in an
annual report on Form N-CSR.
    2. A ``compensation recovery policy'' is the policy required by the
listing standards adopted pursuant to Rule 10D-1 under the Exchange Act
(17 CFR 240.10D-1).
    3. ``Excess incentive-based compensation'' is the erroneously
awarded compensation computed as provided in Rule 10D-1(b)(1)(iii)
under the Exchange Act (17 CFR 240.10D-1(b)(1)(iii)) and the applicable
listing standards for the listed registrant's securities.
    4. If the aggregate dollar amount of excess incentive-based
compensation has not yet been determined, disclose this fact and
explain the reason(s).

Item 13. Exhibits

    (a) * * *
    (2) Any policy required by the listing standards adopted pursuant
to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the
registered national securities exchange or registered national
securities association upon which the registrant's securities are
listed.

Instruction to Paragraph (a)(2)

    The exhibit required by this paragraph (a)(2) is only required in
an annual report on Form N-CSR.
    (3) Unless the information required by Item 12 is answered by
incorporating by reference from the registrant's definitive proxy
statement or definitive information statement pursuant to General
Instruction D, provide the information required to be disclosed by Item
12 in an exhibit to this Form electronically formatted using the
eXtensible Business Reporting Language (XBRL) interactive data standard
in accordance with the EDGAR Filer manual (17 CFR 232.11). The exhibit
must be block-text tagged.

Instruction to Paragraph (a)(3)

    The exhibit required by this paragraph (a)(3) is only required in
an annual report on Form N-CSR.
* * * * *

    By the Commission.
    Dated: July 1, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-16613 Filed 7-13-15; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 74 (Thursday, April 16, 2020)]
[Notices]
[Pages 21246-21247]
[FR Doc No: 2020-08004]

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

DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2009-N-0360]

Agency Information Collection Activities; Proposed Collection;
Comment Request; Food and Drug Administration Safety Communication
Readership Survey; Withdrawal of Notice

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice; withdrawal.

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

SUMMARY: The Food and Drug Administration (FDA) is announcing the
withdrawal of a notice that was published in the Federal Register of
March 6, 2020.

DATES: The notice is withdrawn on April 16, 2020.

FOR FURTHER INFORMATION CONTACT: Ila S. Mizrachi, Office of Operations,
Food and Drug Administration, Three White

Flint North, 10A63, 11601 Landsdown St., North Bethesda, MD 20852, 301-
796-7726<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: In a notice published in the Federal
Register of March 6, 2020 (85 FR 13171), ``Agency Information
Collection Activities; Proposed Collection; Comment Request; Food and
Drug Administration Safety Communication Readership Survey,'' FDA
requested comment on the information collection associated with Safety
Communication Readership Surveys.
    Under the Paperwork Reduction Act of 1995 (the PRA), Federal
Agencies are required to publish notice in the Federal Register
concerning each proposed collection of information, including each
proposed extension of an existing collection of information, and to
allow 60 days for public comment in response to the notice.
    In the March 6, 2020, Federal Register document, FDA proposed to
extend the information collection related to the Safety Communication
Readership Survey (OMB control number 0910-0341). However, we are
withdrawing the notice because, upon further review of the information
collection request (ICR), we have determined that it is more
appropriate to include the estimated burden expressed in the Safety
Communication Readership Survey ICR in the ``generic'' ICR for
``Testing Communications on Medical Devices and Radiation-Emitting
Products'' (OMB control number 0910-0678).
    Because we intend to submit information collections for safety
communication readership surveys under the generic information
collection approval, OMB control number 0910-0678, we will discontinue
the ICR for OMB control number 0910-0341 and we are withdrawing the
March 6, 2020, document requesting comment on the information
collection.

    Dated: April 8, 2020.
Lowell J. Schiller,
Principal Associate Commissioner for Policy.
[FR Doc. 2020-08004 Filed 4-15-20; 8:45 am]
 BILLING CODE 4164-01-P


Comment Info: =================

General Comment:vaping has changed my life becuase i dont smell like cigerttes i have more energy i dont feel like i need a nap in the middle of the day. i couldnt visit my neice because she couldnt beathe after i had a smoke now i can visit her and she isnt affected. no one i have run into says anything about the smell when i am vaping most people like the smell. i just went from 12 mg of nicatine to 6 mg of nicotine and planing to quit by the end of the year altogether. ive been off analog cigs for just over a month now thanks to vaping.

A 75 day comment period is insufficient time for the vaping industry and the wider vaping community to comment on the proposed deeming regulations. I would respectfully request that the period for comment be extended to 180 days.