The registrant must furnish this information in plain English. See
Sec.  230.421(d) of Regulation C of this chapter.

0
5. Amend Sec.  229.202 by removing the note at the start of the
section, revising Instruction 3 under ``Instructions to Item 202,'' and
adding ``Note to Sec.  229.202'' to the end of the section.
    The revision and addition read as follows:

Sec.  229.202  (Item 202) Description of registrant's securities.

* * * * *
    Instructions to Item 202: * * *
    3. Section 305(a)(2) of the Trust Indenture Act of 1939, U.S.C.
77aaa et seq., as amended (``Trust Indenture Act''), shall not be
deemed to require the inclusion in a registration statement,
prospectus, or annual report on Form 10-K of any information not
required by this Item or Item 601(b)(4)(vi) of this chapter.
* * * * *

    Note to Sec.  229.202:  If the securities being described have
been accepted for listing on an exchange, the exchange may be
identified. The document should not, however, convey the impression
that the registrant may apply successfully for listing of the
securities on an exchange or that, in the case of an underwritten
offering, the underwriters may request the registrant to apply for
such listing, unless there is reasonable assurance that the
securities to be offered will be acceptable to a securities exchange
for listing.

0
6. Amend Sec.  229.303 by revising Instruction 1 under ``Instructions
to paragraph 303(a)'' to read as follows:

Sec.  229.303  (Item 303) Management's discussion and analysis of
financial condition and results of operations.

* * * * *
    Instructions to paragraph 303(a): 1. The registrant's discussion
and analysis shall be of the financial statements and other statistical
data that the registrant believes will enhance a reader's understanding
of its financial condition, changes in financial condition, and results
of operations. Generally, the discussion shall cover the periods
covered by the financial statements included in the filing and the
registrant may use any presentation that in the registrant's judgment
enhances a reader's understanding. A smaller reporting company's
discussion shall cover the two-year period required in Article 8 of
Regulation S-X and may use any presentation that in the registrant's
judgment enhances a reader's understanding. For registrants providing
financial statements covering three years in a filing, discussion about
the earliest of the three years may be omitted if such discussion was
already included in the registrant's prior filings on EDGAR that
required disclosure in compliance with Item 303 of Regulation S-K,
provided that registrants electing not to include a discussion of the
earliest year must include a statement that identifies the location in
the prior filing where the omitted discussion may be found. An emerging
growth company, as defined in Rule 405 of the Securities Act (Sec.
230.405 of this chapter) or Rule 12b-2 of the Exchange Act (Sec.
240.12b-2 of this chapter), may provide the discussion required in
paragraph (a) of this Item for its two most recent fiscal years if,
pursuant to Section 7(a) of the Securities Act of 1933 (15 U.S.C.
77g(a)), it provides audited financial statements for two years in a
Securities Act registration statement for the initial public offering
of the emerging growth company's common equity securities.
* * * * *

0
7. Amend Sec.  229.401 by removing Instruction 3 to paragraph (b) of
Item 401 and adding an Instruction to Item 401 to the end of the
section.
    The addition reads as follows:

Sec.  229.401  (Item 401) Directors, executive officers, promoters and
control persons.

* * * * *
    Instruction to Item 401. The information regarding executive
officers called for by this Item need not be furnished in proxy or
information statements prepared in accordance with Schedule 14A or
Schedule 14C under the Exchange Act (Sec.  240.14a-101 and Sec.
240.14c-101 of this chapter) if you are relying on General Instruction
G of Form 10-K under the Exchange Act (Sec.  249.310 of this chapter),
such information is furnished in a separate section captioned
``Information about our Executive Officers,'' and is included in Part I
of your annual report on Form 10-K.

0
8. Revise Sec.  229.405 to read as follows:

Sec.  229.405  (Item 405) Compliance with Section 16(a) of the Exchange
Act.

    (a) Reporting obligation. Every registrant having a class of equity
securities registered pursuant to Section 12 of the Exchange Act (15
U.S.C. 78l) and every closed-end investment company registered under
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) must:
    (1) Under the caption ``Delinquent Section 16(a) Reports,''
identify each person who, at any time during the fiscal year, was a
director, officer, beneficial owner of more than ten percent of any
class of equity securities of the registrant registered pursuant to
Section 12 of the Exchange Act, or any other person subject to Section
16 of the Exchange Act with respect to the registrant because of the
requirements of Section 30 of the Investment Company Act (``reporting
person'') that failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year or
prior fiscal years.
    (2) For each such person, set forth the number of late reports, the
number of transactions that were not reported on a timely basis, and
any known failure to file a required form. A known failure to file
would include, but not be limited to, a failure to file a Form 3, which
is required of all reporting persons, and a failure to file a Form 5 in
the absence of the written representation referred to in paragraph
(b)(3) of this section, unless the registrant otherwise knows that no
Form 5 is required.
    Instruction 1 to paragraph (a) of Item 405. If no disclosure is
required, registrants are encouraged to exclude the caption
``Delinquent Section 16(a) Reports.''
    Instruction 2 to paragraph (a) of Item 405. The registrant is only
required to disclose a failure to file timely once. For example, if in
the most recently concluded fiscal year a reporting person filed a Form
4 disclosing a transaction that took place in the prior fiscal year,
and should have been reported in that year, the registrant should
disclose that late filing and transaction pursuant to this Item 405
with respect to the most recently concluded fiscal year, but not in
material filed with respect to subsequent years.
    (b) Scope of the Inquiry. In determining whether disclosure is
required pursuant to paragraph (a) of this section, the registrant may
rely only on the following:
    (1) A review of Forms 3 and 4 (17 CFR 249.103 and 249.104) and
amendments thereto filed electronically with the Commission during the
registrant's most recent fiscal year;
    (2) A review of Forms 5 (17 CFR 249.105) and amendments thereto
filed electronically with the Commission with respect to the
registrant's most recent fiscal year; and
    (3) Any written representation from the reporting person that no
Form 5 is required. The registrant must maintain the representation in
its records for two years, making a copy available to the Commission or
its staff upon request.

0
9. Amend Sec.  229.407 by revising paragraphs (d)(3)(i)(B) and (g) to
read as follows:

Sec.  229.407  (Item 407) Corporate governance.

* * * * *
    (d) * * *
    (3)(i) * * *
    (B) The audit committee has discussed with the independent auditors
the matters required to be discussed by the applicable requirements of
the Public Company Accounting Oversight Board (``PCAOB'') and the
Commission;
* * * * *
    (g) Smaller reporting companies and emerging growth companies. (1)
A registrant that qualifies as a ``smaller reporting company,'' as
defined by Sec.  229.10(f)(1), is not required to provide:
    (i) The disclosure required in paragraph (d)(5) of this Item in its
first annual report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act (15 U.S.C. 78m(a) or 78o(d)) following the effective date
of its first registration statement filed under the Securities Act (15
U.S.C. 77a et seq.) or Exchange Act (15 U.S.C. 78a et seq.); and
    (ii) The disclosure required by paragraphs (e)(4) and (e)(5) of
this Item.
    (2) A registrant that qualifies as an ``emerging growth company,''
as defined in Rule 405 of the Securities Act (Sec.  230.405 of this
chapter) or Rule 12b-2 of the Exchange Act (Sec.  240.12b-2 of this
chapter), is not required to provide the disclosure required by
paragraph (e)(5) of this Item.
* * * * *

0
10. Amend Sec.  229.501 by:
0
a. Revising ``Instruction to paragraph 501(b)(1)'', Instruction 2 under
``Instructions to paragraph 501(b)(3)'', and paragraphs (b)(4) and
(10); and
0
b. Removing paragraph (b)(11).
    The revisions read as follows:

Sec.  229.501  (Item 501) Forepart of Registration Statement and
Outside Front Cover Page of Prospectus.

* * * * *
    (b) * * *
    (1) * * *
    Instruction to paragraph 501(b)(1): If your name is the same as
that of a company that is well known, include information to eliminate
any possible confusion with the other company. If your name indicates a
line of business in which you are not engaged or in which you are
engaged only to a limited extent, include information to eliminate any
misleading inference as to your business.
* * * * *
    Instructions to paragraph 501(b)(3): * * *
* * * * *
    2. If it is impracticable to state the price to the public, explain
the method by which the price is to be determined. Instead of
explaining the method on the outside front cover page of the
prospectus, you may state that the offering price will be determined by
a particular method or formula that is described in the prospectus and
include a cross-reference to the location of such disclosure in the
prospectus, including the page number. Highlight the cross-reference by
prominent type or in another manner. If the securities are to be
offered at the market price, or if the offering price is to be
determined by a formula related to the market price, indicate the
market and market price of the securities as of the latest practicable
date.
* * * * *
    (4) Market for the securities. The national securities exchange(s)
where the securities being offered are listed. If the securities being
offered are not listed on a national securities exchange, the principal
United States market(s) where the registrant, through the engagement of
a registered broker-dealer, has actively sought and achieved quotation.
In each case, also disclose the corresponding trading symbol(s) for the
securities on such market(s).
* * * * *
    (10) Prospectus ``Subject to Completion'' legend. (i) If you use
the prospectus before the effective date of the registration statement
or if you use Rule 430A [Sec.  230.430A of this chapter] to omit
pricing information and the prospectus is used before you determine the
public offering price, include a prominent statement that:
    (A) The information in the prospectus will be amended or completed;
    (B) A registration statement relating to these securities has been
filed with the Securities and Exchange Commission;
    (C) The securities may not be sold until the registration statement
becomes effective; and
    (D) The prospectus is not an offer to sell the securities, and it
is not soliciting an offer to buy the securities, in any state where
offers or sales are not permitted.
    (ii) The legend called for by paragraph (b)(10)(i) of this Item may
be in the following or other clear, plain language:
    The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
    (iii) Registrants may exclude the statement in paragraph
(b)(10)(i)(D) of this Item if the offering is not prohibited by state
law.
* * * * *

Sec.  229.502  [Amended]

0
11. Amend Sec.  229.502 in paragraph (a) by removing the phrase ``Item
503 of this Regulation S-K (17 CFR 229.503)'' and adding in its place
``Item 105 of this Regulation S-K (17 CFR 229.105)''.

Sec.  229.503  [Amended]

0
12. Amend Sec.  229.503 by removing ``and risk factors'' from the
section heading and removing and reserving paragraph (c).

Sec.  229.512  [Amended]

0
13. Amend Sec.  229.512 by removing and reserving paragraphs (c), (d),
(e), and (f).

0
14. Amend Sec.  229.601:
0
a. By revising paragraph (a)(1);
0
b. By adding paragraphs (a)(5) and (6);
0
c. By revising entry (4) to the exhibit table in paragraph (a);
0
d. By adding entry (104) to the exhibit table in paragraph (a);
0
e. By revising paragraph (b)(2);
0
f. By adding paragraph (b)(4)(vi);
0
g. By revising paragraph (b)(10)(i);
0
h. By adding paragraph (b)(10)(iv);
0
i. By revising the instructions to paragraph (b)(10);
0
j. By revising paragraphs (b)(13) and (b)(99); and
0
k. By adding paragraph (b)(104).
    The revisions and addtions read as follows:

Sec.  229.601  (Item 601) Exhibits.

    (a) Exhibits and index required. (1) Subject to Rule 411(c) (Sec.
230.411(c) of this chapter) under the Securities Act and Rule 12b-23(c)
(Sec.  240.12b-23(c) of this chapter) under the Exchange Act regarding
incorporation of exhibits by reference, the exhibits required in the
exhibit table must be filed as indicated, as part of the registration
statement or report.
* * * * *
    (5) Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any

omitted schedule to the Commission or its staff upon request.
    (6) The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses, and similar information).

Exhibit Table

* * * * *

                                                                                Exhibit Table
                                                                                * * * * * * *

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

                                                                                * * * * * * *
(4) Instruments defining the rights of securities holders,               X        X        X        X        X        X        X        X        X        X        X        X        X
 including indentures, (i) through (v)............................
(vi) Description of registrant's securities.......................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X

                                                                                * * * * * * *
(104) Cover Page Interactive Data File............................  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......       X        X
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* * * * *
    (b) * * *
    (2) Plan of acquisition, reorganization, arrangement, liquidation,
or succession.
    (i) Any material plan of acquisition, disposition, reorganization,
readjustment, succession, liquidation, or arrangement and any
amendments thereto described in the statement or report.
    (ii) The registrant may redact provisions or terms of exhibits
required to be filed by paragraph (b)(2) of this Item if those
provisions or terms are both not material and would likely cause
competitive harm to the registrant if publicly disclosed. If it does
so, the registrant should mark the exhibit index to indicate that
portions of the exhibit or exhibits have been omitted and include a
prominent statement on the first page of the redacted exhibit that
certain identified information has been excluded from the exhibit
because it is both not material and would likely cause competitive harm
to the registrant if publicly disclosed. The registrant also must
indicate by brackets where the information is omitted from the filed
version of the exhibit. If requested by the Commission or its staff,
the registrant must promptly provide an unredacted copy of the exhibit
on a supplemental basis. The Commission staff also may request the
registrant to provide its materiality and competitive harm analyses on
a supplemental basis. Upon evaluation of the registrant's supplemental
materials, the Commission or its staff may request the registrant to
amend its filing to include in the exhibit any previously redacted
information that is not adequately supported by the registrant's
materiality and competitive harm analyses. The registrant may request
confidential treatment of the supplemental material submitted under
paragraph (b)(2)(ii) of this Item pursuant to Rule 83 (Sec.  200.83 of
this chapter) while it is in the possession of the Commission or its
staff. After completing its review of the supplemental information, the
Commission or its staff will return or destroy it at the request of the
registrant, if the registrant complies with the procedures outlined in
Rules 418 or 12b-4 (Sec.  230.418 or 240.12b-4 of this chapter).
* * * * *
    (4) * * *
    (vi) For each class of securities that is registered under Section
12 of the Exchange Act, provide the information required by Item 202(a)
through (d) and (f) of Regulation S-K (Sec.  229.202 of this chapter).
    Instruction 1 to paragraph (b)(4)(vi). A registrant is only
required to provide the information called for by Item 601(b)(4)(vi) if
it is filing an annual report under Exchange Act Section 13(a) or
15(d).
    Instruction 2 to paragraph (b)(4)(vi). For purposes of Item
601(b)(4)(vi), all references in Item 202 to securities to be or being
registered, offered, or sold will mean securities that are registered
as of the end of the period covered by the report with which the
exhibit is filed. In addition, for purposes of this Item, the
disclosure will be required for classes of securities that have not
been retired by the end of the period covered by the report.
    Instruction 3 to paragraph (b)(4)(vi). The registrant may
incorporate by reference to an exhibit previously filed in satisfaction
of Item 601(b)(4)(vi) of Regulation S-K, as applicable, so long as
there has not been any change to the information called for by Item 202
(Sec.  229.202 of this chapter) since the filing date of the linked
filing. Such hyperlink will be deemed to satisfy the requirements of
Item 601(b)(4)(vi) for the current filing.
* * * * *
    (10) Material contracts. (i)(A) Every contract not made in the
ordinary course of business that is material to the registrant and is
to be performed in whole or in part at or after the filing of the
registration statement or report. In addition, for newly reporting
registrants, every contract not made in the ordinary course of business
that is material to the registrant and that was entered into not more
than two years before the date on which such registrant:
    (1) First files a registration statement or report; or
    (2) Completes a transaction that had the effect of causing it to
cease being a public shell company.
    (B) The only contracts that need to be filed are those to which the
registrant or a subsidiary of the registrant is a party or has
succeeded to a party by assumption or assignment or in which the
registrant or such subsidiary has a beneficial interest.
* * * * *
    (iv) The registrant may redact provisions or terms of exhibits
required to be filed by this paragraph (b)(10) if those provisions or
terms are both not material and would likely cause competitive harm to
the registrant if publicly disclosed. If it does so, the registrant
should mark the exhibit index to indicate that portions of the exhibit

or exhibits have been omitted and include a prominent statement on the
first page of the redacted exhibit that certain identified information
has been excluded from the exhibit because it is both not material and
would likely cause competitive harm to the registrant if publicly
disclosed. The registrant also must indicate by brackets where the
information is omitted from the filed version of the exhibit. If
requested by the Commission or its staff, the registrant must promptly
provide an unredacted copy of the exhibit on a supplemental basis. The
Commission or its staff also may request the registrant to provide its
materiality and competitive harm analyses on a supplemental basis. Upon
evaluation of the registrant's supplemental materials, the Commission
or its staff may request the registrant to amend its filing to include
in the exhibit any previously redacted information that is not
adequately supported by the registrant's materiality and competitive
harm analyses. The registrant may request confidential treatment of the
supplemental material submitted under this paragraph (b)(10)(iv)
pursuant to Rule 83 (Sec.  200.83 of this chapter) while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it at the request of the registrant if the registrant
complies with the procedures outlined in Rules 418 or 12b-4 (Sec.
230.418 or Sec.  240.12b-4 of this chapter).
    Instruction 1 to paragraph (b)(10) of Item 601: For purposes of
paragraph (b)(10)(i) of this Item, a ``newly reporting registrant'' is:
    1. Any registrant filing a registration statement that, at the time
of such filing, is not subject to the reporting requirements of Section
13(a) or 15(d) of the Exchange Act, whether or not such registrant has
ever previously been subject to the reporting requirements of Section
13(a) or 15(d),
    2. Any registrant that has not filed an annual report since the
revival of a previously suspended reporting obligation, and
    3. Any registrant that:
    a. Was a shell company, other than a business combination related
shell company, as defined in Rule 12b-2 under the Exchange Act (17 CFR
240.12b-2), immediately before completing a transaction that has the
effect of causing it to cease being a shell company and
    b. Has not filed a registration statement or Form 8-K as required
by Items 2.01 and 5.06 of that form, since the completion of such
transaction.
    4. For example, newly reporting registrants would include a
registrant that is filing its first registration statement under the
Securities Act or the Exchange Act, and a registrant that was a public
shell company, other than a business combination related shell company,
and completes a reverse merger transaction causing it to cease being a
shell company.
    Instruction 2 to paragraph (b)(10): With the exception of
management contracts, in order to comply with paragraph (b)(10)(iii) of
this section, registrants need only file copies of the various
compensatory plans and need not file each individual director's or
executive officer's personal agreement under the plans unless there are
particular provisions in such personal agreements whose disclosure in
an exhibit is necessary to an investor's understanding of that
individual's compensation under the plan.
    Instruction 3 to paragraph (b)(10): If a material contract is
executed or becomes effective during the reporting period reflected by
a Form 10-Q or Form 10-K, it must be filed as an exhibit to the Form
10-Q or Form 10-K filed for the corresponding period. See paragraph
(a)(4) of this Item. With respect to quarterly reports on Form 10-Q,
only those contracts executed or becoming effective during the most
recent period reflected in the report must be filed.
* * * * *
    (13) Annual or quarterly report to security holders. (i) The
registrant's annual report to security holders for its last fiscal year
or its quarterly report to security holders, if all or a portion
thereof is incorporated by reference in the filing. Such report, except
for those portions thereof that are expressly incorporated by reference
in the filing, is to be furnished for the information of the Commission
and is not to be deemed ``filed'' as part of the filing. If the
financial statements in the report have been incorporated by reference
in the filing, the accountant's certificate must be manually signed in
one copy. See Rule 439 (Sec.  230.439 of this chapter).
    (ii) Electronic filings. If all, or any portion, of the annual or
quarterly report to security holders is incorporated by reference into
any electronic filing, all, or such portion of the annual or quarterly
report to security holders so incorporated, must be filed in electronic
format as an exhibit to the filing.
* * * * *
    (99) Additional exhibits. (i) Any additional exhibits that the
registrant may wish to file must be so marked as to indicate clearly
the subject matters to which they refer.
    (ii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C.
77k(a)) an issuer makes generally available to its security holders an
earnings statement covering a period of at least 12 months beginning
after the effective date of the registration statement, and if such
earnings statement is made available by ``other methods'' than those
specified in paragraphs (a) or (b) of Sec.  230.158 of this chapter, it
must be filed as an exhibit to the Form 10-Q or the Form 10-K, as
appropriate, covering the period in which the earnings statement was
released.
* * * * *
    (104) Cover Page Interactive Data File. A Cover Page Interactive
Data File (as defined in Sec.  232.11 of this chapter) as required by
Rule 406 of Regulation S-T (17 CFR 232.406), and in the manner provided
by the EDGAR Filer Manual.
* * * * *

0
15. Amend Sec.  229.1016 by adding ``Instructions to Item 1016'' at the
end of the section to read as follows:

Sec.  229.1016  (Item 1016) Exhibits.

* * * * *
    Instructions to Item 1016:
    1. Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    2. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).

0
16. Amend Sec.  229.1100 by:
0
a. Removing the designation ``Instructions to Item 1100(c)(1)'';

0
b. Redesignating instruction 1 as ``Instruction 1 to Item 1100(c)(1)''
and revising it; and
0
c. Redesignating instructions 2 through 5 ``Instruction 2 to paragraph
(c)(1) of Item 1100.'', ``Instruction 3 to paragraph (c)(1) of Item
1100.'', ``Instruction 4 to paragraph (c)(1) of Item 1100.'', and
``Instruction 5 to paragraph (c)(1) of Item 1100'', respectively.
    The revision reads as follows:

Sec.  229.1100  (Item 1100) General.

* * * * *
    Instruction 1 to paragraph (c)(1) of Item 1100. In addition to the
conditions in this paragraph (c)(1), any information incorporated by
reference must comply with all applicable Commission rules pertaining
to incorporation by reference, such as Rule 303 of Regulation S-T
(Sec.  232.303 of this chapter), Rule 411 of Regulation C (Sec.
230.411 of this chapter), and Rule 12b-23 of Regulation 12B (Sec.
240.12b-23 of this chapter), except that for purposes of this paragraph
(c)(1), an asset-backed issuer may incorporate by reference to a second
document that incorporates pertinent information by reference to a
third document.
* * * * *

Sec.  229.1103  [Amended]

0
17. Amend Sec.  229.1103 in paragraph (b) by removing the phrase ``Item
503(c) of Regulation S-K (Sec.  229.503(c))'' and adding in its place
``Item 105 of Regulation S-K (17 CFR 229.105)''.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
18. The authority citation for part 230 continues to read in part as
follows:

    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *

0
19. Amend Sec.  230.405 by adding in alphabetical order a definition
for Sub-underwriter to read as follows:

Sec.  230.405   Definition of terms.

* * * * *
    Sub-underwriter. The term sub-underwriter means a dealer that is
participating as an underwriter in an offering by committing to
purchase securities from a principal underwriter for the securities but
is not itself in privity of contract with the issuer of the securities.
* * * * *

0
20. Revise Sec.  230.411 to read as follows:

Sec.  230.411   Incorporation by reference.

    (a) Prospectus. Except as provided by this section, Item 1100(c) of
Regulation AB (Sec.  229.1100(c) of this chapter) for registered
offerings of asset-backed securities, or unless otherwise provided in
the appropriate form, information must not be incorporated by reference
into the prospectus. Where a summary or outline of the provisions of
any document is required in the prospectus, the summary or outline may
incorporate by reference particular items, sections or paragraphs of
any exhibit and may be qualified in its entirety by such reference. In
any financial statements, incorporating by reference, or cross-
referencing to, information outside of the financial statements is not
permitted unless otherwise specifically permitted or required by the
Commission's rules or by U.S. Generally Accepted Accounting Principles
or International Financial Reporting Standards as issued by the
International Accounting Standards Board, whichever is applicable.
    (b) Information not required in a prospectus. Information may be
incorporated by reference in answer, or partial answer, to any item of
a registration statement that calls for information not required to be
included in a prospectus. Except as provided in the Commission's rules
or by U.S. Generally Accepted Accounting Principles or International
Financial Reporting Standards as issued by the International Accounting
Standards Board, whichever is applicable, financial information
required to be given in comparative form for two or more fiscal years
or periods must not be incorporated by reference unless the information
incorporated by reference includes the entire period for which the
comparative data is given. In any financial statements, incorporating
by reference, or cross-referencing to, information outside of the
financial statements is not permitted unless otherwise specifically
permitted or required by the Commission's rules or by U.S. Generally
Accepted Accounting Principles or International Financial Reporting
Standards as issued by the International Accounting Standards Board,
whichever is applicable.
    (c) Exhibits. Any document or part thereof filed with the
Commission pursuant to any Act administered by the Commission may be
incorporated by reference as an exhibit to any registration statement
filed with the Commission by the same or any other person. If any
modification has occurred in the text of any document incorporated by
reference since the filing thereof, the registrant must file with the
reference a statement containing the text of such modification and the
date thereof.
    (d) Hyperlinks. Include an active hyperlink to information
incorporated into a registration statement or prospectus by reference
if such information is publicly available on the Commission's
Electronic Data Gathering, Analysis and Retrieval System (``EDGAR'') at
the time the registration statement or prospectus is filed. For
hyperlinking to exhibits, please refer to Item 601 of Regulation S-K
(Sec.  229.601 of this chapter) or the appropriate form.
    (e) General. Include an express statement clearly describing the
specific location of the information you are incorporating by
reference. The statement must identify the document where the
information was originally filed or submitted and the location of the
information within that document. The statement must be made at the
particular place where the information is required, if applicable.
Information must not be incorporated by reference in any case where
such incorporation would render the disclosure incomplete, unclear, or
confusing. For example, unless expressly permitted or required,
disclosure must not be incorporated by reference from a second document
if that second document incorporates information pertinent to such
disclosure by reference to a third document.

0
21. Revise Sec.  230.491 to read as follows:

Sec.  230.491   Information to be furnished under paragraph (6) of
Schedule B.

    Any foreign government filing a registration statement pursuant to
Schedule B of the act need state, in furnishing the information
required by paragraph (6), the names and addresses only of principal
underwriters, namely, underwriters in privity of contract with the
registrant, provided they are designated as principal underwriters and
a brief statement is made as to the discounts and commissions to be
received by sub-underwriters or dealers.

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
22. The authority citation for part 232 continues to read in part as
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29,

80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350, unless
otherwise noted.
* * * * *

0
23. Amend Sec.  232.11 by adding in alphabetical order a definition for
Cover Page Interactive Data File to read as follows:

Sec.  232.11   Definitions of terms used in part 232.

* * * * *
    Cover Page Interactive Data File. The term Cover Page Interactive
Data File means the machine-readable computer code that presents in
Inline XBRL electronic format the cover page information for specified
forms as required by Rule 406 (Sec.  232.406 of this chapter). NOTE to
definition of Cover Page Interactive Data File: When a filing is
submitted using Inline XBRL, if permitted or required and as provided
by the EDGAR Filer Manual, a portion of the Cover Page Interactive Data
File must be embedded into a form with the remainder submitted as an
exhibit to the form.
* * * * *

0
24. Amend Sec.  232.102 by revising the second sentence of paragraph
(a) introductory text and the third sentence of paragraph (d) to read
as follows:

Sec.  232.102   Exhibits.

    (a) * * * Previously filed exhibits, whether in paper or electronic
format, may be incorporated by reference into an electronic filing to
the extent permitted by Rule 411 under the Securities Act (Sec.
230.411 of this chapter), Rule 12b-23 under the Exchange Act (Sec.
240.12b-23 of this chapter), Rule 0-4 under the Investment Company Act
(Sec.  270.0-4 of this chapter) or Rule 303 of Regulation S-T (Sec.
232.303). * * *
* * * * *
    (d) * * * For electronic filings on Form S-6 (Sec.  239.16 of this
chapter), Form N-14 (Sec.  239.23 of this chapter), Form F-10 (Sec.
239.40 of this chapter), Form 20-F (Sec.  249.220f of this chapter),
Form 8-K (Sec.  249.308 of this chapter), Form N-5 (Sec.  274.5 of this
chapter), Form N-1A (Sec.  274.11A of this chapter), Form N-2 (Sec.
274.11a-1 of this chapter), Form N-3 (Sec.  274.11b of this chapter),
Form N-4 (Sec.  274.11c of this chapter), Form N-6 (Sec.  274.11d of
this chapter), Form N-8B2 (Sec.  274.12 of this chapter), Form N-CSR
(Sec.  274.128 of this chapter), or filings subject to Item 601 of
Regulation S-K (Sec.  229.601 of this chapter), each exhibit identified
in the exhibit index (other than an exhibit filed in eXtensible
Business Reporting Language or an exhibit that is filed with Form ABS-
EE (Sec.  249.1401 of this chapter)) must include an active link to an
exhibit that is filed with the document or, if the exhibit is
incorporated by reference, an active hyperlink to the exhibit
separately filed on EDGAR. * * *
* * * * *

0
25. Amend Sec.  232.105 by revising paragraph (d) and adding paragraph
(e) to read as follows:

Sec.  232.105   Use of HTML and hyperlinks.

* * * * *
    (d) Electronic filers submitting Form S-6 (Sec.  239.16 of this
chapter), Form N-14 (Sec.  239.23 of this chapter), Form F-10 (Sec.
239.40 of this chapter), Form 20-F (Sec.  249.220f of this chapter),
Form N-5 (Sec.  274.5 of this chapter), Form N-1A (Sec.  274.11A of
this chapter), Form N-2 (Sec.  274.11a-1 of this chapter), Form N-3
(Sec.  274.11b of this chapter), Form N-4 (Sec.  274.11c of this
chapter), Form N-6 (Sec.  274.11d of this chapter), Form N-8B2 (Sec.
274.12 of this chapter), Form N-CSR (Sec.  274.128 of this chapter), or
a registration statement or report subject to Item 601 of Regulation S-
K (Sec.  229.601 of this chapter), must submit such registration
statement or report in HTML and each exhibit identified in the exhibit
index (other than an exhibit filed in eXtensible Business Reporting
Language or an exhibit filed with Form ABS-EE (Sec.  249.1401 of this
chapter)) must include an active link to an exhibit that is filed with
the registration statement or report or, if the exhibit is incorporated
by reference, an active hyperlink to the exhibit separately filed on
EDGAR, unless such exhibit is filed in paper pursuant to a temporary or
continuing hardship exemption under Rules 201 or 202 of Regulation S-T
(Sec.  232.201 or Sec.  232.202) or pursuant to Rule 311 of Regulation
S-T (Sec.  232.311).
    Instructions to paragraph (d): (1) No hyperlink is required for any
exhibit incorporated by reference that has not been filed with the
Commission in electronic format.
    (2) An electronic filer must correct an inaccurate or
nonfunctioning link or hyperlink to an exhibit, in the case of a
registration statement that is not yet effective, by filing an
amendment to the registration statement containing the inaccurate or
nonfunctioning link or hyperlink; or, in the case of a registration
statement that has become effective or an Exchange Act report, an
electronic filer must correct the inaccurate or nonfunctioning link or
hyperlink in the next Exchange Act periodic report that requires, or
includes, an exhibit pursuant to Item 601 of Regulation S-K (Sec.
229.601 of this chapter), in the case of an investment company, a
report on Form N-CSR (Sec.  274.128 of this chapter), or, in the case
of a foreign private issuer (as defined in Sec.  229.405 of this
chapter), Form 20-F (Sec.  249.220f of this chapter) or Form F-10
(Sec.  239.40 of this chapter). Alternatively, an electronic filer may
correct an inaccurate or nonfunctioning link or hyperlink in a
registration statement that has become effective by filing a post-
effective amendment to the registration statement.
    (e) Except for exhibits, which are covered by paragraph (d) of this
section, electronic filers that are incorporating information by
reference pursuant to Rule 411 under the Securities Act (Sec.  230.411
of this chapter), Rule 12b-23 under the Exchange Act (Sec.  240.12b-23
of this chapter), or Rule 0-4 under the Investment Company Act (Sec.
270.0-4 of this chapter) must submit such registration statement or
report in HTML and must include an active hyperlink to such
incorporated information when required by those rules. A hyperlink is
not required if the incorporated information is filed in paper pursuant
to a temporary or continuing hardship exemption under Rules 201 or 202
of Regulation S-T (Sec.  232.201 or Sec.  232.202) or pursuant to Rule
311 of Regulation S-T (Sec.  232.311).
    Instructions to paragraph (e): (1) No hyperlink is required for any
information incorporated by reference that has not been filed with the
Commission in electronic format.
    (2) In the case of a registration statement that is not yet
effective, an electronic filer must correct an inaccurate or
nonfunctioning hyperlink by filing an amendment to such registration
statement.

0
26. Amend Sec.  232.303 by revising the first sentence of paragraph (b)
to read as follows:

Sec.  232.303   Incorporation by reference.

* * * * *
    (b) If a filer incorporates by reference into an electronic filing
any portion of an annual or quarterly report to security holders, it
must also file the portion of the annual or quarterly report to
security holders in electronic format as an exhibit to the filing, as
required by Regulation S-K Item 601(b)(13) (Sec.  229.601(b)(13) of
this chapter). * * *

Sec.  232.312   [Removed and Reserved]

0
27. Remove and reserve Sec.  232.312.

0
28. Add Sec.  232.406 to read as follows:

Sec.  232.406   Cover Page XBRL Data Tagging.

    Electronic filers submitting Forms 10-K (Sec.  249.310 of this
chapter), 10-Q (Sec.  249.308a of this chapter), 8-K (Sec.  249.308 of
this chapter), 20-F (Sec.  249.220f of this chapter) or 40-F

(Sec.  249.240f of this chapter) who are required to submit Interactive
Data Files (Sec.  232.11) in Inline XBRL format in accordance with this
Regulation S-T must tag in Inline XBRL electronic format, in the manner
provided by the EDGAR Filer Manual, all of the information provided by
the electronic filer that is required on the cover page of these forms.

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

0
29. The authority citation for part 239 continues to read in part as
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a),
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24,
80a-26, 80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106,
126 Stat. 312, unless otherwise noted.
* * * * *

0
30. Amend Form S-1 (referenced in Sec.  239.11) by revising the last
sentence of Instruction V under ``General Instructions'', the first
paragraph of Instruction VII under ``General Instructions'', and Item 3
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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

V. Registration of Additional Securities

    * * * See Rule 439(b) under the Securities Act (17 CFR 230.439(b)).
* * * * *

VII. Eligibility To Use Incorporation by Reference

    If a registrant meets the following requirements in paragraphs A-F
immediately prior to the time of filing a registration statement on
this Form, it may elect to provide information required by Items 3
through 11 of this Form in accordance with Item 11A and Item 12 of this
Form. Notwithstanding the foregoing, in the financial statements,
incorporating by reference or cross-referencing to information outside
of the financial statements is not permitted unless otherwise
specifically permitted or required by the Commission's rules or by U.S.
Generally Accepted Accounting Principles or International Financial
Reporting Standards as issued by the International Accounting Standards
Board, whichever is applicable. * * *
* * * * *

Item 3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges.

    Furnish the information required by Items 105 and 503 of Regulation
S-K (Sec.  229.105 and Sec.  229.503 of this chapter).
* * * * *

0
31. Amend Form S-3 (referenced in Sec.  239.13) by revising the last
sentence of Instruction IV.A. under ``General Instructions'', Item 3,
and paragraph (d) of Item 12 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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

IV. Registration of Additional Securities and Additional Classes of
Securities

A. Registration of Additional Securities Pursuant to Rule 462(b).

    * * * See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
* * * * *

Item 3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges.

    Furnish the information required by Items 105 and 503 of Regulation
S-K (Sec.  229.105 and Sec.  229.503 of this chapter).
* * * * *

Item 12. Incorporation of Certain Information by Reference.

* * * * *
    (d) Any information required in the prospectus in response to Item
3 through Item 11 of this Form may be included in the prospectus
through documents filed pursuant to Section 13(a), 14, or 15(d) of the
Exchange Act that are incorporated or deemed incorporated by reference
into the prospectus that is part of the registration statement.
Notwithstanding the foregoing, in the financial statements,
incorporating by reference or cross-referencing to information outside
of the financial statements is not permitted unless otherwise
specifically permitted or required by the Commission's rules or by U.S.
Generally Accepted Accounting Principles or International Financial
Reporting Standards as issued by the International Accounting Standards
Board, whichever is applicable.
* * * * *

0
32. Amend Form S-6 (referenced in Sec.  239.16) by revising
``Instructions as to Exhibits'' to add a paragraph to read as follows:

    Note:  The text of Form S-6 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form S-6

* * * * *
INSTRUCTIONS AS TO EXHIBITS
* * * * *
    Additional Instructions: Schedules (or similar attachments) to the
exhibits required by this Item are not required to be filed provided
that they do not contain information material to an investment or
voting decision and that information is not otherwise disclosed in the
exhibit or the disclosure document. Each exhibit filed must contain a
list briefly identifying the contents of all omitted schedules.
Registrants need not prepare a separate list of omitted information if
such information is already included within the exhibit in a manner
that conveys the subject matter of the omitted schedules and
attachments. In addition, the registrant must provide a copy of any
omitted schedule to the Commission or its staff upon request.
    2. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).
    3. The registrant may redact provisions or terms of exhibits
required to be filed by paragraph (9) of section IX of Form N-8B-2
(Exhibits) if those provisions or terms are both (i) not material and
(ii) would likely cause competitive harm to the registrant if publicly
disclosed. If it does so, the registrant should mark the exhibit index
to indicate that portions of the exhibit

or exhibits have been omitted and include a prominent statement on the
first page of the redacted exhibit that certain identified information
has been excluded from the exhibit because it is both (i) not material
and (ii) would likely cause competitive harm to the registrant if
publicly disclosed. The registrant also must indicate by brackets where
the information is omitted from the filed version of the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly provide an unredacted copy of the exhibit on a supplemental
basis. The Commission staff also may request the registrant to provide
its materiality and competitive harm analyses on a supplemental basis.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may request the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's materiality and
competitive harm analyses. The registrant may request confidential
treatment of the supplemental material pursuant to Rule 83 (Sec.
200.83 of this chapter) while it is in the possession of the Commission
or its staff. After completing its review of the supplemental
information, the Commission or its staff will return or destroy it at
the request of the registrant, if the registrant complies with the
procedures outlined in Rules 418 (Sec.  230.418 of this chapter).
    4. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.
* * * * *

0
33. Amend Form S-11 (referenced in Sec.  239.18) by revising the last
sentence of Instruction G. under ``General Instructions'', the first
paragraph of instruction H. under ``General Instructions'', and Item
3(a) 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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF
CERTAIN REAL ESTATE COMPANIES
GENERAL INSTRUCTIONS
* * * * *

G. Registration of Additional Securities

    * * * Any opinion or consent required in the Rule 462(b)
registration statement may be incorporated by reference from the
earlier registration statement with respect to the offering, if: (i)
Such opinion or consent expressly provides for such incorporation; and
(ii) such opinion relates to the securities registered pursuant to Rule
462(b). See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].

H. Eligibility To Use Incorporation by Reference

    If a registrant meets the following requirements in paragraphs 1-6
immediately prior to the time of filing a registration statement on
this Form, it may elect to provide information required by Items 3
through 28 of this Form in accordance with Item 28A and Item 29 of this
Form. Notwithstanding the foregoing, in the financial statements,
incorporating by reference or cross-referencing to information outside
of the financial statement is not permitted unless otherwise
specifically permitted or required by the Commission's rules or by U.S.
Generally Accepted Accounting Principles or International Financial
Reporting Standards as issued by the International Accounting Standards
Board, whichever is applicable. * * *
* * * * *

Item 3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges.

    (a) Furnish the information required by Items 105 and 503 of
Regulation S-K (Sec.  229.105 and Sec.  229.503 of this chapter).
* * * * *

0
34. Amend Form N-14 (referenced in Sec.  239.23) by revising the third
paragraph of General Instruction G; and revising the Instruction to
Item 16 to add new paragraphs to read as follows:

    Note:  The text of Form N-14 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-14

* * * * *
GENERAL INSTRUCTIONS
* * * * *

G. Incorporation by Reference and Delivery of Prospectuses or Reports
Filed With the Commission

* * * * *
    All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
411 under the Securities Act [17 CFR 230.411] (general rules on
incorporation by reference in a prospectus) and rule 303 of Regulation
S-T [17 CFR 232.303] (specific requirements for electronically filed
documents).
* * * * *

Item 16. Exhibits

* * * * *

Instructions:

    1. Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    2. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).
    3. The registrant may redact provisions or terms of exhibits
required to be filed by paragraph (13) of this Item if those provisions
or terms are both (i) not material and (ii) would likely cause
competitive harm to the registrant if publicly disclosed. If it does
so, the registrant should mark the exhibit index to indicate that
portions of the exhibit or exhibits have been omitted and include a
prominent statement on the first page of the redacted exhibit that
certain identified information has been excluded from the exhibit
because it is both (i) not material and (ii) would

likely cause competitive harm to the registrant if publicly disclosed.
The registrant also must indicate by brackets where the information is
omitted from the filed version of the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly provide an unredacted copy of the exhibit on a supplemental
basis. The Commission staff also may request the registrant to provide
its materiality and competitive harm analyses on a supplemental basis.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may request the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's materiality and
competitive harm analyses. The registrant may request confidential
treatment of the supplemental material pursuant to Rule 83 (Sec.
200.83 of this chapter) while it is in the possession of the Commission
or its staff. After completing its review of the supplemental
information, the Commission or its staff will return or destroy it at
the request of the registrant, if the registrant complies with the
procedures outlined in Rules 418 (Sec.  230.418 of this chapter).
    4. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.
* * * * *

0
35. Amend Form S-4 (referenced in Sec.  239.25) by revising the last
sentence of Instruction K. under ``General Instructions'' and the first
sentence of Item 3 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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

K. Registration of Additional Securities.

    * * * Any opinion or consent required in the Rule 462(b)
registration statement may be incorporated by reference from the
earlier registration statement with respect to the offering, if: (i)
Such opinion or consent expressly provides for such incorporation; and
(ii) such opinion relates to the securities registered pursuant to Rule
462(b). See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
* * * * *

Item 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information.

    Provide in the forepart of the prospectus a summary containing the
information required by Items 105 and 503 of Regulation S-K (Sec.
229.105 and Sec.  229.503 of this chapter) and the following:
* * * * *

0
36. Amend Form F-1 (referenced in Sec.  239.31) by revising the last
sentence of Instruction V. under ``General Instructions,'' the first
paragraph of instruction VI. under ``General Instructions,'' and Item 3
to read as follows:

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

V. Registration of Additional Securities

    * * * See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].

VI. Eligibility To Use Incorporation by Reference

    If a registrant meets the following requirements immediately prior
to the time of filing a registration statement on this Form, it may
elect to provide information required by Item 3 and Item 4 of this Form
in accordance with Item 4A and Item 5 of this Form. Notwithstanding the
foregoing, in the financial statements, incorporating by reference or
cross-referencing to information outside of the financial statements is
not permitted unless otherwise specifically permitted or required by
the Commission's rules or by U.S. Generally Accepted Accounting
Principles or International Financial Reporting Standards as issued by
the International Accounting Standards Board, whichever is applicable.
* * * * *

Item 3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges.

    Furnish the information required by Items 105 and 503 of Regulation
S-K (Sec.  229.105 and Sec.  229.503 of this chapter).
* * * * *

0
37. Amend Form F-3 (referenced in Sec.  239.33) by revising the last
sentence of Instruction IV.A. under ``General Instructions'' and Item 3
to read as follows:

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
GENERAL INSTRUCTIONS
* * * * *

IV. Registration of Additional Securities and Additional Classes of
Securities

A. Registration of Additional Securities Pursuant to Rule 462(b). * * *

    See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
* * * * *

Item 3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges.

    Furnish the information required by Items 105 and 503 of Regulation
S-K (Sec.  229.105 and Sec.  229.503 of this chapter).
* * * * *

0
38. Amend Form F-4 (referenced in 239.34) by revising the last sentence
of Instruction H. under ``General Instructions'' and Item 3 to read as
follows:

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

H. * * * See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].

* * * * *

Item 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information.

    Provide in the forepart of the prospectus a summary containing the
information required by Items 105 and 503 of Regulation S-K (Sec.
229.105 and Sec.  229.503 of this chapter) and the following:
* * * * *

0
39. Revise Item 3 of Form F-7 (referenced in Sec.  239.37) to read as
follows:

    Note: The text of Form F-7 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-7

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

* * * * *

Item 3. Incorporation of Certain Information by Reference

    Information called for by this Form, including exhibits, may be
incorporated by reference at the Registrant's option from documents
that the Registrant has filed previously with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act or submitted to the
Commission pursuant to Rule 12g3-2(b) under the Exchange Act. For
information that you are incorporating by reference, identify the
document where the information was originally filed or submitted and
the specific location of the information within that document. The
statement must be made at the particular place where the information is
required, if applicable. Unless expressly permitted or required,
disclosure must not be incorporated by reference from a second document
if that second document incorporates information pertinent to such
disclosure by reference to a third document. If any information is
incorporated by reference into the prospectus, the prospectus must
provide the name, address and telephone number of an officer of the
Registrant from whom copies of such information may be obtained upon
request without charge.
* * * * *

0
40. Revise Item 3 of Form F-8 (referenced in Sec.  239.38) to read as
follows:

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

* * * * *

Item 3. Incorporation of Certain Information by Reference

    Information called for by this Form, including exhibits, may be
incorporated by reference at the Registrant's option from documents
that the Registrant has filed previously with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act or submitted to the
Commission pursuant to Rule 12g3-2(b) under the Exchange Act. For
information that you are incorporating by reference, identify the
document where the information was originally filed or submitted and
the specific location of the information within that document. The
statement must be made at the particular place where the information is
required, if applicable. Unless expressly permitted or required,
disclosure must not be incorporated by reference from a second document
if that second document incorporates information pertinent to such
disclosure by reference to a third document. If any information is
incorporated by reference into the prospectus, the prospectus must
provide the name, address, and telephone number of an officer of the
Registrant from whom copies of such information may be obtained upon
request without charge.
* * * * *

0
41. Revise Item 4 of Form F-10 (referenced in Sec.  239.40) to read as
follows:

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

* * * * *

Item 4. Incorporation of Certain Information by Reference

    Information called for by this Form, including exhibits, may be
incorporated by reference at the Registrant's option from documents
that the Registrant has filed previously with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act or submitted to the
Commission pursuant to Rule 12g3-2(b) under the Exchange Act. For
information that you are incorporating by reference, identify the
document where the information was originally filed or submitted and
the specific location of the information within that document. The
statement must be made at the particular place where the information is
required, if applicable. Unless expressly permitted or required,
disclosure must not be incorporated by reference from a second document
if that second document incorporates information pertinent to such
disclosure by reference to a third document. If any information is
incorporated by reference into the prospectus, the prospectus must
provide the name, address, and telephone number of an officer of the
Registrant from whom copies of such information may be obtained upon
request without charge.
* * * * *

0
42. Revise Item 3 of Form F-80 (referenced in Sec.  239.41) to read as
follows:

    Note: The text of Form F-80 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-80

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

* * * * *

Item 3 Incorporation of Certain Information by Reference

    Information called for by this Form, including exhibits, may be
incorporated by reference at the Registrant's option from documents
that the Registrant has filed previously with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act or submitted to the
Commission pursuant to Rule 12g3-2(b) under the Exchange Act. For
information that you are incorporating by reference, identify the
document where the information was originally filed or submitted and
the specific location of the information within that document. The
statement must be made at the particular place where the information is
required, if applicable. Unless expressly permitted or required,
disclosure must not be incorporated by reference from a second document
if that second document incorporates information pertinent to such
disclosure by reference to a third document. If any information is
incorporated by reference into the prospectus, the prospectus must
provide the name, address, and telephone number of an officer of the
Registrant from whom copies of such information may be obtained upon
request without charge.
* * * * *

0
43. Amend Form SF-1 (referenced in Sec.  239.44) by revising the last
sentence of Instruction III. under ``General Instructions'' and the
last sentence of Item 2 to read as follows:

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION,

Washington, DC 20549

FORM SF-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *

GENERAL INSTRUCTIONS

* * * * *

III. Registration of Additional Securities

    * * * See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
* * * * *

Item 2. Inside Front and Outside Back Cover Pages of Prospectus.

    Furnish the information required by Items 105 and 503 of Regulation
S-K (17 CFR 229.105 and 17 CFR 229.503) and Item 1103 of Regulation AB
(17 CFR 229.1103).
* * * * *

0
44. Amend Form SF-3 (referenced in Sec.  239.45) by revising the last
sentence of Instruction III. under ``General Instructions'' and the
last sentence of Item 2 to read as follows:

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

III. Registration of Additional Securities Pursuant to Rule 462(b)

    * * * See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
* * * * *

Item 2. Inside Front and Outside Back Cover Pages of Prospectus.

    Furnish the information required by Items 105 and 503 of Regulation
S-K (17 CFR 229.105 and 17 CFR 229.503) and Item 1103 of Regulation AB
(17 CFR 229.1103).
* * * * *

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

0
45. 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, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 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;
Pub. L. 111-203, 939A, 124 Stat. 1887 (2010); sec. 503 and 602, and
Pub. L. 112-106, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *

0
46. Revise Sec.  240.12b-23 to read as follows:

Sec.  240.12b-23   Incorporation by reference.

    (a) Registration statement or report. Except as provided by this
section or in the appropriate form, information may be incorporated by
reference in answer, or partial answer, to any item of a registration
statement or report.
    (b) Financial information. Except as provided in the Commission's
rules, financial information required to be given in comparative form
for two or more fiscal years or periods must not be incorporated by
reference unless the information incorporated by reference includes the
entire period for which the comparative data is given. In the financial
statements, incorporating by reference, or cross-referencing to,
information outside of the financial statements is not permitted unless
otherwise specifically permitted or required by the Commission's rules
or by U.S. Generally Accepted Accounting Principles or International
Financial Reporting Standards as issued by the International Accounting
Standards Board, whichever is applicable.
    (c) Exhibits. Any document or part thereof filed with the
Commission pursuant to any Act administered by the Commission may be
incorporated by reference as an exhibit to any statement or report
filed with the Commission by the same or any other person. Any document
or part thereof filed with an exchange pursuant to the Act may be
incorporated by reference as an exhibit to any statement or report
filed with the exchange by the same or any other person. If any
modification has occurred in the text of any document incorporated by
reference since the filing thereof, the registrant must file with the
reference a statement containing the text of any such modification and
the date thereof.
    (d) Hyperlinks. You must include an active hyperlink to information
incorporated into a registration statement or report by reference if
such information is publicly available on the Commission's Electronic
Data Gathering, Analysis and Retrieval System (``EDGAR'') at the time
the registration statement or form is filed. For hyperlinking to
exhibits, please refer to Item 601 of Regulation S-K (Sec.  229.601 of
this chapter) or the appropriate form.

    (e) General. Include an express statement clearly describing the
specific location of the information you are incorporating by
reference. The statement must identify the document where the
information was originally filed or submitted and the location of the
information within that document. The statement must be made at the
particular place where the information is required, if applicable.
Information must not be incorporated by reference in any case where
such incorporation would render the disclosure incomplete, unclear, or
confusing. For example, unless expressly permitted or required,
disclosure must not be incorporated by reference from a second document
if that second document incorporates information pertinent to such
disclosure by reference to a third document.

Sec.  240.12b-32  [Removed and Reserved]

0
47. Remove and reserve Sec.  240.12b-32.

0
48. Amend Sec.  240.14a-101 by revising the first sentence of Note D.1
to read as follows:

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

* * * * *

D. * * *

    1. Disclosure must not be incorporated by reference from a second
document if that second document incorporates information pertinent to
such disclosure by reference to a third document. * * *
* * * * *

Sec.  240.16a-3   [Amended]

0
49. Amend Sec.  240.16a-3 by removing and reserving paragraph (e).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
50. 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.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124
Stat. 1904; Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309 (2012);
Sec. 107, Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001,
Pub. L. 114-94, 129 Stat. 1312 (2015), unless otherwise noted.
* * * * *

General Instruction 3 to Form 3 (referenced in Sec.  249.103) [Amended]

0
51. Remove and reserve paragraph (c) of General Instruction 3 to Form 3
(referenced in Sec.  249.103).

General Instruction 2 to Form 4 (referenced in Sec.  249.104) [Amended]

0
52. Remove and reserve paragraph (c) of General Instruction 2 to Form 4
(referenced in Sec.  249.104).

General Instruction 2 to Form 5 (referenced in Sec.  249.105) [Amended]

0
53. Remove and reserve paragraph (c) of General Instruction 2 to Form 5
(referenced in Sec.  249.105).

0
54. Amend Form 8-A (referenced in Sec.  249.208a) by revising the
Instructions as to Exhibits to read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

* * * * *

INSTRUCTIONS FOR EXHIBITS

    If the securities to be registered on this form are to be
registered on an exchange on which other securities of the registrant
are registered, or are to be registered pursuant to Section 12(g) of
the Act, copies of all constituent instruments defining the rights of
the holders of each class of such securities, including any contracts
or other documents which limit or qualify the rights of such holders,
must be filed as exhibits with each copy of the registration statement
filed with the Commission or with an exchange, subject to Rule 12b-
23(c) regarding incorporation of exhibits by reference.
* * * * *

0
55. Amend Form 10 (referenced in Sec.  249.210) by revising the first
sentence in Item 1A to read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

* * * * *

INFORMATION REQUIRED IN REGISTRATION STATEMENT

* * * * *

Item 1A. Risk Factors.

    Set forth, under the caption ``Risk Factors,'' where appropriate,
the risk factors described in Item 105 of Regulation S-K (Sec.  229.105
of this chapter) applicable to the registrant. * * *
* * * * *

0
56. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Adding a field to the cover page to include trading symbol(s);
0
b. Adding Instruction 6 under ``Instructions to Item 5'';
0
c. Revising Instruction 1(b) under ``Instructions to Item 10'';
0
d. Revising Instructions 1 and 2 under ``Instructions to Item 12'';
0
e. Revising the introductory text and Instruction 4(a) and adding
Instructions 2(d) and 104 under ``Instructions As To Exhibits''.
    The additions and revisions read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

* * * * *
    Securities registered or to be registered pursuant to Section 12(b)
of the Act.

----------------------------------------------------------------------------------------------------------------
                                               Trading
           Title of each class                symbol(s)          Name of each exchange on which registered
----------------------------------------------------------------------------------------------------------------
                                                           .....................................................
----------------------------------------------------------------------------------------------------------------

* * * * *

GENERAL INSTRUCTIONS

* * * * *

Item 5. Operating and Financial Review and Prospects

* * * * *

    Instructions to Item 5:
* * * * *
    6. Generally, the discussion shall cover the periods covered by the
financial statements and the registrant may use any format that in the
registrant's judgment enhances a reader's understanding. For
registrants providing financial statements covering three years in a
filing, a discussion of the earliest of the three years may be omitted
if such discussion was already included in any other of the
registrant's prior filings on EGDAR that required disclosure in
compliance with Item 5 of Form 20-F, provided that registrants electing
not to include a discussion of the earliest year must include a
statement that identifies the location in the prior filing where the
omitted discussion may be found.
* * * * *

Item 10. Additional Information

* * * * *
    Instructions to Item 10:
* * * * *
    1. * * *
    (b) If the information called for by Item 10.B has been reported
previously in a registration statement on Form 20-F or a registration
statement filed under the Securities Act and has not changed, you may
incorporate that information by a specific reference in the annual
report to the previous registration statement or, to the extent that
this information has been provided in the exhibit required by
instruction 2(d) of the Instructions as to Exhibits, you may refer to
the exhibit for this information.
* * * * *

Item 12. Description of Securities Other Than Equity Securities

* * * * *
    Instructions to Item 12:
* * * * *
    1. If you are using the form as an annual report, provide the
information required by Item 12.D.3 and Item 12.D.4 under this Item of
your annual report and provide the remainder of the information
required by this Item in an exhibit to such report pursuant to
paragraph 2(d) of Instructions as to Exhibits.
    2. You do not need to include any information in a registration
statement, prospectus, or annual report on Form 20-F in response to
Item 305(a)(2) of the Trust Indenture Act of 1939, 15 U.S.C. 77aaa et
seq., as amended, if the information is not otherwise required by this
Item or Instruction 2(d) under Instructions as to Exhibits of this
Form.

INSTRUCTIONS AS TO EXHIBITS

    File the exhibits listed below as part of an Exchange Act
registration statement or report. Exchange Act Rule 12b-23(c) explains
the circumstances in which you may incorporate exhibits by reference.
Exchange Act Rule 24b-2 explains the procedure to be followed in
requesting confidential treatment of information required to be filed.
    Previously filed exhibits may be incorporated by reference. If any
previously filed exhibits have been amended or modified, file copies of
the amendment or modification or copies of the entire exhibit as
amended or modified.
    If the Form 20-F registration statement or annual report requires
the inclusion, as an exhibit or attachment, of a document that is in a
foreign language, you must provide instead either an English
translation or an English summary of the foreign language document in
accordance with Exchange Act Rule 12b-12(d) (17 CFR 240.12b-12(d)) for
both electronic and paper filings. You may submit a copy of the
unabridged foreign language document along with the English translation
or summary as permitted by Regulation S-T Rule 306(b) (17 CFR
232.306(b)) for electronic filings or by Exchange Act Rule 12b-12(d)(4)
(17 CFR 240.12b-12(d)(4)) for paper filings.
    Include an exhibit index in each registration statement or report
you file, immediately preceding the exhibits you are filing. The
exhibit index must list each exhibit according to the number assigned
to it below. If an exhibit is incorporated by reference, note that fact
in the exhibit index. For paper filings, the pages of the manually
signed original registration statement should be numbered in sequence,
and the exhibit index should give the page number in the sequential
numbering system where each exhibit can be found.
    Schedules (or similar attachments) to the exhibits required by this
Form 20-F are not required to be filed unless they contain information
material to an investment or voting decision and that information is
not otherwise disclosed in the exhibit or the disclosure document. Each
exhibit filed must contain a list briefly identifying the contents of
all omitted schedules. Registrants need not prepare a separate list of
omitted information if such information is already included within the
exhibit in a manner that conveys the subject matter of the omitted
schedules and attachments. In addition, the registrant must provide a
copy of any omitted schedule to the Commission or its staff upon
request.
    The registrant may redact information from exhibits required to be
filed by this Form 20-F if disclosure of that information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information). The registrant is not required to
undertake or provide to the Commission upon request a materiality or
competitive harm analysis of this redacted information.
* * * * *
    2. * * *
    (d) If a registrant is filing an annual report under Exchange Act
Section 13(a) or 15(d), the registrant must provide as an exhibit a
description of the rights of each class of securities that is
registered under Section 12 of the Exchange Act as of the end of the
period covered by the report with which the exhibit is filed. The
description must include information for the securities comparable to
that required by Item 9.A.3, A.5, A.6, and A.7, Item 10.B.3, B.4, B.6,
B.7, B.8, B.9, and B.10, and Item 12.A, 12.B, 12.C, and 12.D.1 and
12.D.2 of Form 20-F (collectively, the ``Description of Securities'').
However, for purposes of this paragraph 2(d), all references in those
Items to securities to be or being registered, offered or sold will
mean securities that are registered as of the end of the period covered
by the report with which the exhibit is filed. In addition, for
purposes of this Item, the disclosure will be required for classes of
securities that have not been retired by the end of the period covered
by the report. A registrant may incorporate by reference and provide an
active hyperlink to a prior periodic filing containing the disclosure
required by this paragraph 2(d) so long as there has not been any
change to the information called for by the Description of Securities
since the filing date of the linked filing. Such hyperlink will be
deemed to satisfy the requirements of this paragraph 2(d) for the
current filing.
* * * * *
    4.(a) Every contract not made in the ordinary course of business
that is material to the registrant and is to be performed in whole or
in part at or after the filing of the registration statement or report.
In addition, for newly reporting registrants, every contract not made
in the ordinary course of business that is material to the registrant
and that was entered into not more than two years before the date on
which such registrant:
    (i) First files a registration statement or report; or

    (ii) completes a transaction that had the effect of causing it to
cease being a public shell company.
    The only contracts that must be filed are those to which the
registrant or a subsidiary of the registrant is a party or has
succeeded to a party by assumption or assignment or in which the
registrant or such subsidiary has a beneficial interest.
    The registrant may redact provisions or terms of exhibits required
to be filed by this Form 20-F if those provisions or terms are both (i)
not material and (ii) would likely cause competitive harm to the
registrant if publicly disclosed. If it does so, the registrant should
mark the exhibit or exhibits to indicate that portions of the exhibit
or exhibits have been omitted and include a prominent statement on the
first page of the redacted exhibit that certain identified information
has been excluded from the exhibit because it is both (i) not material
and (ii) would likely cause competitive harm to the registrant if
publicly disclosed. The registrant also must indicate by brackets where
the information is omitted from the filed version of the exhibit.
    If requested by the Commission or its staff, the registrant must
provide an unredacted copy of the exhibit on a supplemental basis. The
Commission staff also may request that the registrant provide its
materiality and competitive harm analyses on a supplemental basis. Upon
evaluation of the registrant's supplemental materials, the Commission
staff may request that registrant amend its filing to include in the
exhibit any previously redacted information that is not adequately
supported by the registrant's materiality and competitive harm
analyses.
    The registrant may request confidential treatment of the
supplemental material submitted to the Commission or the staff pursuant
to Rule 83 (17 CFR 200.83) while it is in the possession of the
Commission staff. After reviewing the supplemental information, the
Commission staff will return or destroy it at the request of the
registrant, if the registrant complies with the procedures outlined in
Rules 418 or 12b-4 (17 CFR 230.418 or 17 CFR 240.12b-4).

    Note:  A ``newly reporting registrant'' is (i) any registrant
filing a registration statement that, at the time of such filing, is
not subject to the reporting requirements of Section 13(a) or 15(d)
of the Exchange Act, whether or not such registrant has ever
previously been subject to the reporting requirements of Section
13(a) or 15(d), (ii) any registrant that has not filed an annual
report since the revival of a previously suspended reporting
obligation, and (iii) any registrant that (a) was a shell company,
other than a business combination related shell company, as defined
in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately
before completing a transaction that has the effect of causing it to
cease being a shell company and (b) has not filed a Form 20-F since
the completion of such transaction. For example, newly reporting
registrants would include (i) a registrant that is filing its first
registration statement under the Securities Act or the Exchange Act,
and (ii) a registrant that was a public shell company, other than a
business combination related shell company, and completes a reverse
merger transaction causing it to cease being a shell company.

* * * * *
    102 and 103 [Reserved]
    104. Cover Page Interactive Data File. If the Form 20-F is being
used as an annual report, a Cover Page Interactive Data File (as
defined in 17 CFR 232.11) as required by Rule 406 of Regulation S-T [17
CFR 232.406], and in the manner provided by the EDGAR Filer Manual.

0
57. Amend Form 40-F (referenced in Sec.  249.240f) by:
0
a. Adding a field to the cover page to include trading symbol(s);
0
b. Adding paragraph B.17 under ``General Instructions''; and
0
c. Revising paragraph D.1 under ``General Instructions''.
    The additions and revisions read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 40-F

* * * * *
    Securities registered or to be registered pursuant to Section 12(b)
of the Act.

----------------------------------------------------------------------------------------------------------------
                                               Trading
           Title of each class                symbol(s)          Name of each exchange on which registered
----------------------------------------------------------------------------------------------------------------
                                                           .....................................................
----------------------------------------------------------------------------------------------------------------

* * * * *

B. Information To Be Filed on This Form

* * * * *
    (17) Cover Page Interactive Data File. If the Form 40-F is being
used as an annual report, a Cover Page Interactive Data File (as
defined in 17 CFR 232.11) as required by Rule 406 of Regulation S-T [17
CFR 232.406], in the manner provided by the EDGAR Filer Manual and
listed as exhibit 104.
* * * * *

D. Application of General Rules and Regulations

    (1) Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14,
12b-21, 12b-22, 12b-23(a), 12b-23(b), 12b-23(d), 12b-25, 12b-33 and
12b-37 under the Exchange Act shall not apply to filings on this Form.
The rules and regulations applicable in the home jurisdiction regarding
the form and method of preparation of disclosure documents shall apply
to filings on this Form. Exchange Act rules and regulations other than
Rules 12b-2, 12b-5, 12b-10, 12b-11, 12b-12, 12b-13, 12b-14, 12b-21,
12b-22, 12b-23(a), 12b-23(d), 12b-23(b), 12b-25, 12b-33 and 12b-37
shall apply to filings on this Form unless specifically excluded in
this Form. * * *
* * * * *

0
58. Amend Form 8-K (referenced in Sec.  249.308) by adding a field to
the cover page for securities registered pursuant to Section 12(b) of
the Exchange Act, the title of each class of such securities, trading
symbol(s) and name of each exchange on which registered; and adding
Instructions 4, 5 and 6 under Item 1.01 to read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION,

Washington, DC 20549

FORM 8-K

* * * * *
    Securities registered pursuant to Section 12(b) of the Act:

----------------------------------------------------------------------------------------------------------------
                                               Trading
           Title of each class                symbol(s)          Name of each exchange on which registered
----------------------------------------------------------------------------------------------------------------

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

* * * * *

Instructions

* * * * *
    4. To the extent a material definitive agreement is filed as an
exhibit under this Item 1.01, schedules (or similar attachments) to the
exhibits are not required to be filed unless they contain information
material to an investment or voting decision and that information is
not otherwise disclosed in the exhibit or the disclosure document. Each
exhibit filed must contain a list briefly identifying the contents of
all omitted schedules. Registrants need not prepare a separate list of
omitted information if such information is already included within the
exhibit in a manner that conveys the subject matter of the omitted
schedules and attachments. In addition, the registrant must provide a
copy of any omitted schedule to the Commission or its staff upon
request.
    5. To the extent a material definitive agreement is filed as an
exhibit under this Item 1.01, the registrant may redact information
from the exhibit if disclosure of such information would constitute a
clearly unwarranted invasion of personal privacy (e.g., disclosure of
bank account numbers, social security numbers, home addresses and
similar information).
    6. To the extent a material definitive agreement is filed as an
exhibit under this Item 1.01, the registrant may redact provisions or
terms of the exhibit if those provisions or terms are both (i) not
material and (ii) would likely cause competitive harm to the registrant
if publicly disclosed, provided that the registrant intends to
incorporate by reference this filing into its future periodic reports
or registration statements, as applicable, in satisfaction of Item
601(b)(10) of Regulation S-K. If it chooses to redact information
pursuant to this instruction, the registrant should mark the exhibit
index to indicate that portions of the exhibit or exhibits have been
omitted and include a prominent statement on the first page of the
redacted exhibit that certain identified information has been excluded
from the exhibit because it is both (i) not material and (ii) would
likely cause competitive harm to the registrant if publicly disclosed.
The registrant also must indicate by brackets where the information is
omitted from the filed version of the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly provide an unredacted copy of the exhibit on a supplemental
basis. The Commission or its staff also may request the registrant to
provide its materiality and competitive harm analyses on a supplemental
basis. Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may request the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's materiality and
competitive harm analyses.
    The registrant may request confidential treatment of the
supplemental material submitted under Instruction 6 of this Item
pursuant to Rule 83 (Sec.  200.83 of this chapter) while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it at the request of the registrant, if the
registrant complies with the procedures outlined in Rules 418 or 12b-4
(Sec.  230.418 or 240.12b-4 of this chapter).
* * * * *

0
59. Amend Form 10-Q (referenced in Sec.  249.308a) by adding a field to
the cover page for securities registered pursuant to Section 12(b) of
the Exchange Act, the title of each class of such securities, trading
symbol(s) and name of each exchange on which registered:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

* * * * *
    Securities registered pursuant to Section 12(b) of the Act:

----------------------------------------------------------------------------------------------------------------
                                               Trading
           Title of each class                symbol(s)          Name of each exchange on which registered
----------------------------------------------------------------------------------------------------------------

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

* * * * *

0
60. Amend Form 10-K (referenced in Sec.  249.310) by:
0
a. Revising the last sentence of Instruction (G)(3) under ``General
Instructions'', the first sentence in Item 1A, and paragraph (a) under
``Supplemental Information to be Furnished With Reports Filed Pursuant
to Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act'';
0
b. Removing the second sentence of Instruction (G)(4) under ``General
Instructions'', the checkbox that relates to disclosure under Item 405,
and the instruction to Item 10; and
0
c. Adding a field to the cover page to include trading symbol(s).
    The revision and addition read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 GENERAL INSTRUCTIONS

* * * * *

G. Information To Be Incorporated by Reference

* * * * *

    (3) * * * See the Instruction to Item 401 of Regulation S-K (Sec.
229.401 of this chapter).
* * * * *

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

* * * * *
    Securities registered pursuant to Section 12(b) of the Act:

----------------------------------------------------------------------------------------------------------------
                                               Trading
           Title of each class                symbol(s)          Name of each exchange on which registered
----------------------------------------------------------------------------------------------------------------

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

* * * * *

Item 1A. Risk Factors

    Set forth, under the caption ``Risk Factors,'' where appropriate,
the risk factors described in Item 105 of Regulation S-K (Sec.  229.105
of this chapter) applicable to the registrant. * * *
* * * * *

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT

    (a) Except to the extent that the materials enumerated in (1) and/
or (2) below are specifically incorporated into this Form by reference,
every registrant which files an annual report on this Form pursuant to
Section 15(d) of the Act must furnish to the Commission for its
information, at the time of filing its report on this Form, four copies
of the following: * * *
* * * * *

0
61. Amend Form 10-D (referenced in Sec.  249.312 of this chapter) by:
0
a. Removing and reserving General Instruction D(2)(a); and
0
b. Revising General Instruction D(2)(d) to read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-D

ASSET-BACKED ISSUER DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

* * * * *
    (d) Exchange Act Rules 12b-23 (17 CFR 240.12b-23) (additional rules
on incorporation by reference for reports filed pursuant to Sections 13
and 15(d) of the Act).
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1934

0
62. The authority citation for part 270 continues to read in part as
follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
* * * * *

0
63. Revise Sec.  270.0-4 to read as follows:

Sec.  270.0-4  Incorporation by reference.

    (a) Registration statements and reports. Except as provided by this
section or in the appropriate form, information may be incorporated by
reference in answer, or partial answer, to any item of a registration
statement or report. Where an item requires a summary or outline of the
provisions of any document, the summary or outline may incorporate by
reference particular items, sections, or paragraphs of any exhibit and
may be qualified in its entirety by such reference.
    (b) Financial information. Except as provided in the Commission's
rules, financial information required to be given in comparative form
for two or more fiscal years or periods must not be incorporated by
reference unless the information incorporated by reference includes the
entire period for which the comparative data is given. In the financial
statements, incorporating by reference, or cross-referencing to,
information outside of the financial statements is not permitted unless
otherwise specifically permitted or required by the Commission's rules
or by U.S. Generally Accepted Accounting Principles or International
Financial Reporting Standards as issued by the International Accounting
Standards Board, whichever is applicable.
    (c) Exhibits. Any document or part thereof, including any financial
statement or part thereof, filed with the Commission pursuant to any
Act administered by the Commission may be incorporated by reference as
an exhibit to any registration statement, application, or report filed
with the Commission by the same or any other person. If any
modification has occurred in the text of any document incorporated by
reference since the filing thereof, the registrant must file with the
reference a statement containing the text of any such modification and
the date thereof.
    (d) Hyperlinks. Include an active hyperlink to information
incorporated into a registration statement, application, or report by
reference if such information is publicly available on the Commission's
Electronic Data Gathering, Analysis and Retrieval System (``EDGAR'') at
the time the registration statement, application, or report is filed.
For hyperlinking to exhibits, please refer to the appropriate form.
    (e) General. Include an express statement clearly describing the
specific location of the information you are incorporating by
reference. The statement must identify the document where the
information was originally filed or submitted and the location of the
information within that document. The statement must be made at the
particular place where the information is required, if applicable.
Information must not be incorporated by reference in any case where
such incorporation would render the disclosure incomplete, unclear, or
confusing. For example, unless expressly permitted or required,
disclosure must not be incorporated by reference from a second document
if that second document incorporates information pertinent to such
disclosure by reference to a third document.

Sec.  270.8b-23   [Removed and Reserved]

0
64. Remove and reserve Sec.  270.8b-23.

Sec.  270.8b-24   [Removed and Reserved]

0
65. Remove and reserve Sec.  270.8b-24.

Sec.  270.8b-32  [Removed and Reserved]

0
66. Remove and reserve Sec.  270.8b-32.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1934

0
67. 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, 80a-29, and Pub. L. 111-203,
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

0
68. Amend Form N-5 (referenced in Sec. Sec.  239.24 and 274.5 of this
chapter) ``Instructions as to Exhibits'' by adding paragraphs 1 through
4 immediately following the introductory text to read as follows:

    Note:  The text of Form N-5 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-5

REGISTRATION STATEMENT SMALL BUSINESS INVESTMENT COMPANY UNDER THE
SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940 *

* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
    Instructions: Schedules (or similar attachments) to the exhibits
required by this Item are not required to be filed provided that they
do not contain information material to an investment or voting decision
and that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    2. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).
    3. The registrant may redact provisions or terms of exhibits
required to be filed by paragraph 9 of this Item if those provisions or
terms are both (i) not material and (ii) would likely cause competitive
harm to the registrant if publicly disclosed. If it does so, the
registrant should mark the exhibit index to indicate that portions of
the exhibit or exhibits have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is
both (i) not material and (ii) would likely cause competitive harm to
the registrant if publicly disclosed. The registrant also must indicate
by brackets where the information is omitted from the filed version of
the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly provide an unredacted copy of the exhibit on a supplemental
basis. The Commission staff also may request the registrant to provide
its materiality and competitive harm analyses on a supplemental basis.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may request the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's materiality and
competitive harm analyses. The registrant may request confidential
treatment of the supplemental material pursuant to Rule 83 (Sec.
200.83 of this chapter) while it is in the possession of the Commission
or its staff. After completing its review of the supplemental
information, the Commission or its staff will return or destroy it at
the request of the registrant, if the registrant complies with the
procedures outlined in Rules 418 (Sec.  230.418 of this chapter).
    4. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.
* * * * *

0
69. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A of
this chapter) by revising General Instruction D.2 and the Instructions
to Item 28 to read as follows:

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

FORM N-1A

* * * * *

General Instructions

* * * * *

D. Incorporation by Reference

* * * * *
2. General Requirements
    All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
411 under the Securities Act [17 CFR 230.411] (general rules on
incorporation by reference in a prospectus); rule 303 of Regulation S-T
[17 CFR 232.303] (specific requirements for electronically filed
documents); and rule 0-4 [17 CFR 270.0-4] (additional rules on
incorporation by reference for Funds).
* * * * *

Item 28. Exhibits

* * * * *

Instructions

    1. A Fund that is a Feeder Fund also must file a copy of all codes
of ethics applicable to the Master Fund.
    2. Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    3. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).
    4. The registrant may redact provisions or terms of exhibits
required to be filed by paragraph (h) of this Item if those provisions
or terms are both (1) not material and (2) would likely cause
competitive harm to the registrant if publicly disclosed. If it does
so, the registrant should mark the exhibit index to indicate that
portions of the exhibit or exhibits have been omitted and include a
prominent statement on the first page of the redacted exhibit that
certain identified information has been

excluded from the exhibit because it is both (1) not material and (2)
would likely cause competitive harm to the registrant if publicly
disclosed. The registrant also must indicate by brackets where the
information is omitted from the filed version of the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly provide an unredacted copy of the exhibit on a supplemental
basis. The Commission staff also may request the registrant to provide
its materiality and competitive harm analyses on a supplemental basis.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may request the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's materiality and
competitive harm analyses. The registrant may request confidential
treatment of the supplemental material pursuant to Rule 83 (Sec.
200.83 of this chapter) while it is in the possession of the Commission
or its staff. After completing its review of the supplemental
information, the Commission or its staff will return or destroy it at
the request of the registrant, if the registrant complies with the
procedures outlined in Rules 418 (Sec.  230.418 of this chapter).
    5. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.
* * * * *

0
70. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1 of
this chapter) by revising General Instruction F and the Instructions to
Item 25.2 to add Instructions 4, 5, 6, and 7 to 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

* * * * *

GENERAL INSTRUCTIONS

* * * * *

F. Incorporation by Reference

    Incorporation by reference permits a Registrant to include
documents and exhibits filed previously with the Commission as part of
the registration statement by making reference to where, and under what
designation, these documents can be found in previous filings. A
Registrant may incorporate all or part of the Statement of Additional
Information (the ``SAI'') into the prospectus delivered to investors
without physically delivering the SAI with the prospectus, so long as
the SAI is available to investors upon request at no charge and any
information or documents incorporated by reference into the SAI are
provided along with the SAI, except to the extent provided by paragraph
F.3 below.
    In general, a Registrant may incorporate by reference, in response
to any item of Form N-2 not required to be included in the prospectus,
any information contained elsewhere in the registration statement or in
other statements, applications, or reports filed with the Commission.
    A Registrant may incorporate by reference into the prospectus or
the SAI in response to Item 4.1 or 24 of this form the information
contained in Form N-CSR [17 CFR 249.331 and 274.128] or any report to
shareholders meeting the requirements of Section 30(e) of the 1940 Act
[15 U.S.C. 80a-29(e)] and Rule 30e-1 [17 CFR 270.30e-1] thereunder (and
a Registrant that has elected to be regulated as a business development
company may so incorporate into Items 4.2, 8.6.c, or 24 of this form
the information contained in its annual report under the Securities
Exchange Act of 1934 [15 U.S.C. 78a et seq.] (the ``Exchange Act'')),
provided:
    1. The material incorporated by reference is prepared in accordance
with, and covers the periods specified by, this form.
    2. The Registrant states in the prospectus or the SAI, at the place
where the information required by Items 4.1, 4.2, 8.6.c, or 24 of this
form would normally appear, that the information is incorporated by
reference from a report to shareholders or a report on Form N-CSR. (The
Registrant also may describe briefly, in either the prospectus, the
SAI, or Part C of the registration statement (in response to Item 25.1)
those portions of the report to shareholders or report on Form N-CSR
that are not incorporated by reference and are not a part of the
registration statement.)
    3. The material incorporated by reference is provided with the
prospectus and/or the SAI to each person to whom the prospectus and/or
the SAI is sent or given, unless the person holds securities of the
Registrant and otherwise has received a copy of the material. (The
Registrant must state in the prospectus and/or the SAI that it will
furnish, without charge, a copy of such material on request and provide
the name, address, and telephone number of the person to contact.)
    All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
411 under the Securities Act [17 CFR 230.411] (general rules on
incorporation by reference in a prospectus); rule 303 of Regulation S-T
[17 CFR 232.303] (specific requirements for electronically filed
documents); and rule 0-4 [17 CFR 270.0-4] (additional rules on
incorporation by reference for investment companies).
* * * * *

Item 25. Financial Statements and Exhibits

* * * * *
    2. Exhibits:
* * * * *

Instructions

* * * * *
    4. Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    5. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).
    6. The registrant may redact provisions or terms of exhibits
required to be filed by paragraph k. of this Item if those provisions
or terms are both (1) not material and (2) would likely cause
competitive harm to the registrant if publicly disclosed. If it does
so, the registrant should mark the exhibit index to indicate that
portions of the exhibit or exhibits have been omitted and include a
prominent statement on the first page of the redacted exhibit that
certain identified information has been excluded from the exhibit
because it is

both (1) not material and (2) would likely cause competitive harm to
the registrant if publicly disclosed. The registrant also must indicate
by brackets where the information is omitted from the filed version of
the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly provide an unredacted copy of the exhibit on a supplemental
basis. The Commission staff also may request the registrant to provide
its materiality and competitive harm analyses on a supplemental basis.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may request the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's materiality and
competitive harm analyses. The registrant may request confidential
treatment of the supplemental material pursuant to Rule 83 (Sec.
200.83 of this chapter) while it is in the possession of the Commission
or its staff. After completing its review of the supplemental
information, the Commission or its staff will return or destroy it at
the request of the registrant, if the registrant complies with the
procedures outlined in Rules 418 (Sec.  230.418 of this chapter).
    7. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.
* * * * *

0
71. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b of
this chapter) by revising General Instruction G and the Instructions to
Item 29(b) to add Instructions 3, 4, 5, and 6 to read as follows:

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

FORM N-3

* * * * *

GENERAL INSTRUCTIONS

* * * * *

G. Incorporation by Reference

    A Registrant may, at its discretion, incorporate all or part of the
Statement of Additional Information into the prospectus, without
physically delivering the Statement of Additional Information to
investors with the prospectus. But the Statement of Additional
Information must be available to the investor upon request at no charge
and any information or documents incorporated by reference into the
Statement of Additional Information must be provided along with the
Statement of Additional Information.
    In general, a Registrant may incorporate by reference, in the
answer to any item of Form N-3 not required to be in the prospectus,
any information elsewhere in the registration statement or in other
statements, applications, or reports filed with the Commission.
    Subject to these rules, a Registrant may incorporate by reference
into the prospectus or the Statement of Additional Information in
response to Items 4(a) or 28 of Form N-3 the information in Form N-CSR
[17 CFR 249.331 and 274.128] or any report to contract owners meeting
the requirements of Section 30(e) of the 1940 Act [15 U.S.C. 80a-29(e)]
and Rule 30e-1 [17 CFR 270.30e-1] provided:
    1. The material incorporated by reference is prepared in accordance
with, and covers the periods specified by, this Form.
    2. The Registrant states in the prospectus or the Statement of
Additional Information, at the place where the information would
normally appear, that the information is incorporated by reference from
a report to security holders or a report on Form N-CSR. The Registrant
may also describe, in either the prospectus, the Statement of
Additional Information, or Part C of the Registration Statement (in
response to Item 29(a)), any parts of the report to security holders or
the report on Form N-CSR that are not incorporated by reference and are
not a part of the Registration Statement.
    3. The material incorporated by reference is provided with the
prospectus or the Statement of Additional Information to each person to
whom the prospectus or the Statement of Additional Information is
given, unless the person holds securities of the Registrant and
otherwise has received a copy of the material. However, Registrant must
state in the prospectus or the Statement of Additional Information that
it will furnish, without charge, another copy of such report on request
and the name, address, and telephone number of the person to contact.
    All incorporation by reference must comply with the requirements of
this Form and the following rules on incorporation by reference: Rule
411 under the Securities Act [17 CFR 230.411] (general rules on
incorporation by reference in a prospectus); rule 303 of Regulation S-T
[17 CFR 232.303] (specific requirements for electronically filed
documents); and rule 0-4 [17 CFR 270.0-4] (additional rules on
incorporation by reference for investment companies).
* * * * *

Item 29. Financial Statements and Exhibits

* * * * *
    (b) Exhibits:
* * * * *

Instructions

* * * * *
    3. Schedules (or similar attachments) to the exhibits required by
this Item are not required to be filed provided that they do not
contain information material to an investment or voting decision and
that information is not otherwise disclosed in the exhibit or the
disclosure document. Each exhibit filed must contain a list briefly
identifying the contents of all omitted schedules. Registrants need not
prepare a separate list of omitted information if such information is
already included within the exhibit in a manner that conveys the
subject matter of the omitted schedules and attachments. In addition,
the registrant must provide a copy of any omitted schedule to the
Commission or its staff upon request.
    4. The registrant may redact information from exhibits required to
be filed by this Item if disclosure of such information would
constitute a clearly unwarranted invasion of personal privacy (e.g.,
disclosure of bank account numbers, social security numbers, home
addresses and similar information).
    5. The registrant may redact provisions or terms of exhibits
required to be filed by paragraphs (9) and (11) of this Item if those
provisions or terms are both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed. If it
does so, the registrant should mark the exhibit index to indicate that
portions of the exhibit or exhibits have been omitted and include a
prominent statement on the first page of the redacted exhibit that
certain identified information has been excluded from the exhibit
because it is both (i) not material and (ii) would likely cause
competitive harm to the registrant if publicly disclosed. The
registrant also must indicate by brackets where the information is
omitted from the filed version of the exhibit.
    If requested by the Commission or its staff, the registrant must
promptly

provide an unredacted copy of the exhibit on a supplemental basis. The
Commission staff also may request the registrant to provide its
materiality and competitive harm analyses on a supplemental basis. Upon
evaluation of the registrant's supplemental materials, the Commission
or its staff may request the registrant to amend its filing to include
in the exhibit any previously redacted information that is not
adequately supported by the registrant's materiality and competitive
harm analyses. The registrant may request confidential treatment of the
supplemental material pursuant to Rule 83 (Sec.  200.83 of this
chapter) while it is in the possession of the Commission or its staff.
After completing its review of the supplemental information, the
Commission or its staff will return or destroy it at the request of the
registrant, if the registrant complies with the procedures outlined in
Rules 418 (Sec.  230.418 of this chapter).
    6. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.
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0
72. Amend Form N-4 (referenced in Sec. Sec.  239.17b and 274.11c of
this chapter) by revising General Instruction G and the Instructions to
Item 24(b) to add Instructions 3, 4, 5, and 6 to read as follows:

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

FORM N-4

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GENERAL INSTRUCTIONS

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G. Incorporation by Reference

    A Registrant may, at its discretion, incorporate all or part of the
Statement of Additional Information into the prospectus, without
physically delivering the Statement of Additional Information to
investors with the prospectus. But the Statement of Additional