corresponding interim period of the preceding fiscal year, the caption
may be combined with others. In calculating average net income, loss
years should be excluded. If losses were incurred in each of the most
recent three years, the average loss shall be used for purposes of this
test. Notwithstanding these tests, Sec.  210.4-02 applies and de
minimis amounts therefore need not be shown separately, except that
registrants reporting under Sec.  210.9 shall show investment
securities gains or losses separately regardless of size.
* * * * *

    (5) The interim financial information shall include disclosures
either on the face of the financial statements or in accompanying
footnotes sufficient so as to make the interim information presented
not misleading. Registrants may presume that users of the interim
financial information have read or have access to the audited financial
statements for the preceding fiscal year and that the adequacy of
additional disclosure needed for a fair presentation may be determined
in that context. Accordingly, footnote disclosure which would
substantially duplicate the disclosure contained in the most recent
annual report to security holders or latest audited financial
statements, such as a statement of significant accounting policies and
practices, details of accounts which have not changed significantly in
amount or composition since the end of the most recently completed
fiscal year, and detailed disclosures prescribed by Sec.  210.4-08 may
be omitted.
* * * * *
    (7) Provide the information required by Sec.  210.3-04 for the
current and comparative year-to-date periods, with subtotals for each
interim period.
    (b) * * *
    (1) Summarized statement of comprehensive income information shall
be given separately as to each subsidiary not consolidated or 50
percent or less owned persons or as to each group of such subsidiaries
or fifty percent or less owned persons for which separate individual or
group statements would otherwise be required for annual periods. Such
summarized information, however, need not be furnished for any such
unconsolidated subsidiary or person which would not be required
pursuant to Sec.  240.13a-13 or Sec.  240.15d-13 of this chapter to
file quarterly financial information with the Commission if it were a
registrant.
    (2) The basis of the earnings per share computation shall be stated
together with the number of shares used in the computation.
    (3) If, during the most recent interim period presented, the
registrant or any of its consolidated subsidiaries entered into a
combination between entities under common control, supplemental
disclosure of the separate results of the combined entities for periods
prior to the combination shall be given, with appropriate explanations.
* * * * *
    (6) For filings on Form 10-Q (Sec.  249.308(a) of this chapter), a
letter from the registrant's independent accountant shall be filed as
an exhibit (in accordance with the provisions of 17 CFR 229.601 (Item
601 of Regulation S-K)) in the first Form 10-Q after the date of an
accounting change indicating whether or not the change is to an
alternative principle which, in the accountant's judgment, is
preferable under the circumstances; except that no letter from the
accountant need be filed when the change is made in response to a
standard adopted by the Financial Accounting Standards Board that
requires such change.
    (7) Any material retroactive prior period adjustment made during
any period covered by the interim financial statements shall be
disclosed, together with the effect thereof upon net income--total and
per share--of any prior period included and upon the balance of
retained earnings. If results of operations for any period presented
have been adjusted retroactively by such an item subsequent to the
initial reporting of such period, similar disclosure of the effect of
the change shall be made.
    (8) Any unaudited interim financial statements furnished shall
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods
presented. A statement to that effect shall be included. If all such
adjustments are of a normal recurring nature, a statement to that
effect shall be made; otherwise, there shall be furnished information
describing in appropriate detail the nature and amount of any
adjustments other than normal recurring adjustments entering into the
determination of the results shown.
    (c) * * *
    (2) Interim statements of comprehensive income shall be provided
for the most recent fiscal quarter, for the period between the end of
the preceding fiscal year and the end of the most recent fiscal
quarter, and for the corresponding periods of the preceding fiscal
year. Such statements may also be presented for the cumulative twelve
month period ended during the most recent fiscal quarter and for the
corresponding preceding period.
* * * * *
    (4) Registrants engaged in seasonal production and sale of a
single-crop agricultural commodity may provide interim statements of
comprehensive income and cash flows for the twelve month period ended
during the most recent fiscal quarter and for the corresponding
preceding period in lieu of the year-to-date statements specified in
paragraphs (c)(2) and (3) of this section.
    (d) Interim review by independent public accountant. Prior to
filing, interim financial statements included in quarterly reports on
Form 10-Q (17 CFR 249.308(a)) must be reviewed by an independent public
accountant using applicable professional standards and procedures for
conducting such reviews, as may be modified or supplemented by the
Commission. If, in any filing, the company states that interim
financial statements have been reviewed by an independent public
accountant, a report of the accountant on the review must be filed with
the interim financial statements.
* * * * *

0
45. Amend Sec.  210.11-02 by:
0
 a. Revising paragraphs (b)(1) and (3) and (b)(5) through (7);
0
b. Redesignating the Instructions following paragraph (b)(8)
consecutively as Instruction 1 to paragraph (b), Instruction 2 to
paragraph (b), Instruction 3 to paragraph (b), Instruction 4 to
paragraph (b), Instruction 5 to paragraph (b), Instruction 6 to
paragraph (b), and Instruction 7 to paragraph (b);
0
c. Revising newly redesignated Instruction 1 to paragraph (b),
Instruction 2 to paragraph (b), Instruction 5 to paragraph (b), and
Instruction 7 to paragraph (b); and
0
d. Revising paragraphs (c)(2) through (4).
    The revisions read as follows:

Sec.  210.11-02  Preparation requirements.

* * * * *
    (b) * * *
    (1) Pro forma financial information shall consist of a pro forma
condensed balance sheet, pro forma condensed statements of
comprehensive income, and accompanying explanatory notes. In certain
circumstances (i.e., where a limited number of pro forma adjustments
are required and those adjustments are easily understood), a narrative
description of the pro forma effects of the transaction may be
furnished in lieu of the statements described herein.
* * * * *
    (3) The pro forma condensed financial information need only include
major captions (i.e., the numbered captions) prescribed by the
applicable sections of part 210 of this chapter (Regulation S-X). Where
any major balance sheet caption is less than 10 percent of total
assets, the caption may be combined with others. When any major
statement of comprehensive income caption is less than 15 percent of
average net income attributable to the registrant for the most recent
three fiscal years, the caption may be combined with others. In
calculating average net income

attributable to the registrant, loss years should be excluded unless
losses were incurred in each of the most recent three years, in which
case the average loss shall be used for purposes of this test.
Notwithstanding these tests, de minimis amounts need not be shown
separately.
* * * * *
    (5) The pro forma condensed statement of comprehensive income shall
disclose income (loss) from continuing operations before nonrecurring
charges or credits directly attributable to the transaction. Material
nonrecurring charges or credits and related tax effects which result
directly from the transaction and which will be included in the income
of the registrant within the 12 months succeeding the transaction shall
be disclosed separately. It should be clearly indicated that such
charges or credits were not considered in the pro forma condensed
statement of comprehensive income. If the transaction for which pro
forma financial information is presented relates to the disposition of
a business, the pro forma results should give effect to the disposition
and be presented under an appropriate caption.
    (6) Pro forma adjustments related to the pro forma condensed
statement of comprehensive income shall be computed assuming the
transaction was consummated at the beginning of the fiscal year
presented and shall include adjustments which give effect to events
that are directly attributable to the transaction, expected to have a
continuing impact on the registrant, and factually supportable. Pro
forma adjustments related to the pro forma condensed balance sheet
shall be computed assuming the transaction was consummated at the end
of the most recent period for which a balance sheet is required by
Sec.  210.3-01 and shall include adjustments which give effect to
events that are directly attributable to the transaction and factually
supportable regardless of whether they have a continuing impact or are
nonrecurring. All adjustments should be referenced to notes which
clearly explain the assumptions involved.
    (7) Historical primary and fully diluted per share data based on
continuing operations (or net income if the registrant does not report
discontinued operations) for the registrant, and primary and fully
diluted pro forma per share data based on continuing operations before
nonrecurring charges or credits directly attributable to the
transaction shall be presented on the face of the pro forma condensed
statement of comprehensive income together with the number of shares
used to compute such per share data. For transactions involving the
issuance of securities, the number of shares used in the calculation of
the pro forma per share data should be based on the weighted average
number of shares outstanding during the period adjusted to give effect
to shares subsequently issued or assumed to be issued had the
particular transaction or event taken place at the beginning of the
period presented. If a convertible security is being issued in the
transaction, consideration should be given to the possible dilution of
the pro forma per share data.
    (8) * * *
    Instruction 1 to paragraph (b). The historical statement of
comprehensive income used in the pro forma financial information shall
not report discontinued operations. If the historical statement of
comprehensive income includes such items, only the portion of the
statement of comprehensive income through ``income from continuing
operations'' (or the appropriate modification thereof) should be used
in preparing pro forma results.
    Instruction 2 to paragraph (b). For a business combination, pro
forma adjustments for the statement of comprehensive income shall
include amortization, depreciation and other adjustments based on the
allocated purchase price of net assets acquired. In some transactions,
such as in financial institution acquisitions, the purchase adjustments
may include significant discounts of the historical cost of the
acquired assets to their fair value at the acquisition date. When such
adjustments will result in a significant effect on earnings (losses) in
periods immediately subsequent to the acquisition which will be
progressively eliminated over a relatively short period, the effect of
the purchase adjustments on reported results of operations for each of
the next five years should be disclosed in a note.
* * * * *
    Instruction 5 to paragraph (b). Adjustments to reflect the
acquisition of real estate operations or properties for the pro forma
statement of comprehensive income shall include a depreciation charge
based on the new accounting basis for the assets, interest financing on
any additional or refinanced debt, and other appropriate adjustments
that can be factually supported. See also Instruction 4 to this
paragraph (b).
* * * * *
    Instruction 7 to paragraph (b). Tax effects, if any, of pro forma
adjustments normally should be calculated at the statutory rate in
effect during the periods for which pro forma condensed statements of
comprehensive income are presented and should be reflected as a
separate pro forma adjustment.
    (c) * * *
    (2)(i) Pro forma condensed statements of comprehensive income shall
be filed for only the most recent fiscal year and for the period from
the most recent fiscal year end to the most recent interim date for
which a balance sheet is required. A pro forma condensed statement of
comprehensive income may be filed for the corresponding interim period
of the preceding fiscal year. A pro forma condensed statement of
comprehensive income shall not be filed when the historical statement
of comprehensive income reflects the transaction for the entire period.
    (ii) For combinations between entities under common control, the
pro forma statements of comprehensive income (which are in effect a
restatement of the historical statements of comprehensive income as if
the combination had been consummated) shall be filed for all periods
for which historical statements of comprehensive income of the
registrant are required.
    (3) Pro forma condensed statements of comprehensive income shall be
presented using the registrant's fiscal year end. If the most recent
fiscal year end of any other entity involved in the transaction differs
from the registrant's most recent fiscal year end by more than 93 days,
the other entity's statement of comprehensive income shall be brought
up to within 93 days of the registrant's most recent fiscal year end,
if practicable. This updating could be accomplished by adding
subsequent interim period results to the most recent fiscal year-end
information and deducting the comparable preceding year interim period
results. Disclosure shall be made of the periods combined and of the
sales or revenues and income for any periods which were excluded from
or included more than once in the condensed pro forma statements of
comprehensive income (e.g., an interim period that is included both as
part of the fiscal year and the subsequent interim period). For
investment companies subject to Sec. Sec.  210.6-01 through 210.6-10,
the periods covered by the pro forma statements must be the same.
    (4) Whenever unusual events enter into the determination of the
results shown for the most recently completed fiscal year, the effect
of such unusual events should be disclosed and consideration should be
given to presenting a pro forma condensed

statement of comprehensive income for the most recent twelve-month
period in addition to those required in paragraph (c)(2)(i) of this
section if the most recent twelve-month period is more representative
of normal operations.

0
46. Amend Sec.  210.11-03 by revising paragraphs (a) introductory text
and (a)(2) to read as follows:

Sec.  210.11-03   Presentation of financial forecast.

    (a) A financial forecast may be filed in lieu of the pro forma
condensed statements of comprehensive income required by Sec.  210.11-
02(b)(1).
* * * * *
    (2) The forecasted statement of comprehensive income shall be
presented in the same degree of detail as the pro forma condensed
statement of comprehensive income required by Sec.  210.11-02(b)(3).
* * * * *

0
47. Amend Sec.  210.12-16 by revising footnotes 4 and 5 to read as
follows:

Sec.  210.12-16   Supplementary insurance information.

* * * * *
    \4\ The total of columns I and J should agree with the amount
shown for statement of comprehensive income caption 7.
    \5\ Totals should agree with the indicated balance sheet and
statement of comprehensive income caption amounts, where a caption
number is shown.

0
48. Amend Sec.  210.12-17 by revising footnote 2 to read as follows:

Sec.  210.12-17   Reinsurance.

* * * * *
    \2\ This Column represents the total of column B less column C
plus column D. The total premiums in this column should represent
the amount of premium revenue on the statement of comprehensive
income (or statement of net income if comprehensive income is
presented in two separate but consecutive financial statements).
* * * * *

0
49. Amend Sec.  210.12-18 by revising footnote 1 to read as follows:

Sec.  210.12-18  Supplemental information (for property-casualty
insurance underwriters).

* * * * *
    \1\ Information included in audited financial statements,
including other schedules, need not be repeated in this schedule.
Columns B, C, D, and E are as of the balance sheet dates, columns F,
G, H, I, J, and K are for the same periods for which statements of
comprehensive income are presented in the registrant's audited
consolidated financial statements.
* * * * *

0
50. Amend Sec.  210.12-21 by revising footnote 4 to read as follows:

Sec.  210.12-21   Investments in securities of unaffiliated issuers.

* * * * *
    \4\ If any investments have been written down or reserved
against by such companies pursuant to Sec.  210.6-03(d), indicate
each such item by means of an appropriate symbol and explain in a
footnote.
* * * * *

0
51. Amend Sec.  210.12-22 by revising footnotes 1(a), 4(b), and 6 to
read as follows:

Sec.  210.12-22   Investments in and advances to affiliates and income
thereon.

* * * * *
    \1\ * * *
    (a) The required information is to be given as to all
investments in affiliates as of the close of the period. See
Sec. Sec.  210.6-06(1), 210.6-06(5)(b), 210.6-06(8)(a)(2), and
210.6-06(8)(a)(3). List each issue and group separately (1)
investments in majority-owned subsidiaries, segregating subsidiaries
consolidated; (2) other controlled companies; and (3) other
affiliates. Give totals for each group. If operations of any
controlled companies are different in character from those of the
registrant, group such affiliates within divisions (1) and (2) by
type of activities.
* * * * *
    \4\ * * *
    (b) If any investments have been written down or reserved
against by such companies pursuant to Sec.  210.6-03(d), indicate
each such item by means of an appropriate symbol and explain in a
footnote.
* * * * *
    \6\ Show in column E(1) as to each issue held at close of
period, the dividends or interest included in caption 1 of the
profit and loss or income statement. In addition, show as the final
item in column E(1) the aggregate dividends and interest included in
the profit and loss or income statement in respect of investments in
affiliates not held at the close of the period. The total of this
column should agree with the amounts shown under such caption.
Include in column E(2) all other dividends and interest. Explain
briefly in an appropriate footnote the treatment accorded each item.
Identify by an appropriate symbol all non-cash dividends and explain
the circumstances in a footnote. See Sec. Sec.  210.6-06(3)(a)(2),
210.6-03(g), and 210.6-07(1).
* * * * *

0
52. Amend Sec.  210.12-23 by revising footnotes 9 and 12 to read as
follows:

Sec.  210.12-23   Mortgage loans on real estate and interest earned on
mortgages.\1\

* * * * *
    \9\ If any item of mortgage loans on real estate investments has
been written down or reserved against pursuant to Sec.  210.6-03
describe the item and explain the basis for the write-down or
reserve.
* * * * *
    \12\ Summarize the aggregate amounts for each column applicable
to Sec.  210.6-06(1) and 6-06(5)(a).

0
53. Amend Sec.  210.12-24 by revising the column headings to the first
table and by revising footnotes 5 and 8 to read as follows:

Sec.  210.12-24   Real estate owned and rental income.\1\

* * * * *

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                     Part 1--Real estate owned at end of period                                                                  Part 2--Rental income
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  Column A-- List                                                               Column E-- Amount                                                               Column I--
 classification of                                                               at which carried      Column F--      Column G-- Rents   Column H-- Total     Expended for      Column J-- Net
    property as      Column B-- Amount  Column C-- Initial  Column D-- Cost of     at close of        Reserve for      due and accrued     rental income     interest, taxes,  income applicable
  indicated below     of incumbrances     cost to company   improvements, etc.    period \4\ \5\      depreciation     at end of period    applicable to       repairs and         to period
      \2\ \3\                                                                        \6\ \7\                                                   period            expenses
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
           * * *               * * *               * * *               * * *              * * *              * * *              * * *              * * *              * * *              * * *
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ All money columns shall be totaled.

* * * * *
    \5\ If any item of real estate investments has been written down
or reserved against pursuant to Sec.  210.6-03(d), describe the item
and explain the basis for the write-down or reserve.
* * * * *
    \8\ Summarize the aggregate amounts for each column applicable
to Sec.  210.6-06(1) and 6-06(5)(a).

0
54. Amend Sec.  210.12-27 by revising footnote 3 to read as follows:

Sec.  210.12-27  Qualified assets on deposit.\1\

* * * * *
    \1\ All money columns shall be totaled.
* * * * *
    \3\ Total of column F shall agree with note required by Sec.
210.6-06(4) as to total amount of qualified Assets on Deposit.

0
55. Amend Sec.  210.12-28 by revising the heading in Column I of the
table to read ``Life on which depreciation in latest statements of
comprehensive income is computed'' and by revising the first sentence
of footnote 4.
    The revision reads as follows:

Sec.  210.12-28   Real estate and accumulated depreciation.\1\

* * * * *
    \1\ All money columns shall be totaled.
* * * * *
    \4\ In a note to this schedule, furnish a reconciliation, in the
following form, of the total amount at which real estate was carried
at the beginning of each period for which statements of
comprehensive income are required, with the total amount shown in
column E:
* * * * *

0
56. Amend Sec.  210.12-29 by revising footnote 6 introductory text to
read as follows:

Sec.  210.12-29   Mortgage loans on real estate.\1\

* * * * *
    \1\ All money columns shall be totaled.
* * * * *
    \6\ In a note to this schedule, furnish a reconciliation, in the
following form, of the carrying amount of mortgage loans at the
beginning of each period for which statements of comprehensive
income are required, with the total amount shown in column G:
* * * * *

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

0
57. The authority citation for part 229 continues to read as follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C.
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).

0
58. Amend Sec.  229.10 by revising paragraphs (b)(2) and (e)(2)(i) to
read as follows:

Sec.  229.10   (Item 10) General.

* * * * *
    (b) * * *
    (2) Format for projections. In determining the appropriate format
for projections included in Commission filings, consideration must be
given to, among other things, the financial items to be projected, the
period to be covered, and the manner of presentation to be used.
Although traditionally projections have been given for three financial
items generally considered to be of primary importance to investors
(revenues, net income (loss) and earnings (loss) per share), projection
information need not necessarily be limited to these three items.
However, management should take care to assure that the choice of items
projected is not susceptible of misleading inferences through selective
projection of only favorable items. Revenues, net income (loss) and
earnings (loss) per share usually are presented together in order to
avoid any misleading inferences that may arise when the individual
items reflect contradictory trends. There may be instances, however,
when it is appropriate to present earnings (loss) from continuing
operations in addition to or in lieu of net income (loss). It generally
would be misleading to present sales or revenue projections without one
of the foregoing measures of income. The period that appropriately may
be covered by a projection depends to a large extent on the particular
circumstances of the company involved. For certain companies in certain
industries, a projection covering a two or three year period may be
entirely reasonable. Other companies may not have a reasonable basis
for projections beyond the current year. Accordingly, management should
select the period most appropriate in the circumstances. In addition,
management, in making a projection, should disclose what, in its
opinion, is the most probable specific amount or the most reasonable
range for each financial item projected based on the selected
assumptions. Ranges, however, should not be so wide as to make the
disclosures meaningless. Moreover, several projections based on varying
assumptions may be judged by management to be more meaningful than a
single number or range and would be permitted.
* * * * *
    (e) * * *
    (2) * * *
    (i) Excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly
comparable measure calculated and presented in accordance with GAAP in
the statement of comprehensive income, balance sheet or statement of
cash flows (or equivalent statements) of the issuer; or
* * * * *

0
59. Amend Sec.  229.101 by:
0
a. Removing and reserving paragraphs (b), (c)(1)(xi), and (d);
0
b. Revising paragraphs (e) introductory text and (e)(2) and (3);
0
c. Removing and reserving paragraph (h)(4)(x); and
0
d. Revising paragraph (h)(5)(iii).
    The revisions read as follows:

Sec.  229.101   (Item 101) Description of business.

* * * * *
    (e) Available information. Disclose the information in paragraphs
(e)(1), (e)(2) and (e)(3) of this section in any registration statement
you file under the Securities Act (15 U.S.C. 77a et seq.), and disclose
the information in paragraph (e)(3) of this section in your annual
report on Form 10-K (Sec.  249.310 of this chapter). Further disclose
the information in paragraph (e)(4) of this section if you are an
accelerated filer or a large accelerated filer (as defined in Sec.
240.12b-2 of this chapter) filing an annual report on Form 10-K (Sec.
249.310 of this chapter):
* * * * *
    (2) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov).
    (3) Disclose your internet address, if you have one.
* * * * *
    (h) * * *
    (5) * * *
    (iii) State that the Commission maintains an internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
Commission and state the address of that site (http://www.sec.gov).
Disclose your internet address, if available.
* * * * *

0
60. Amend Sec.  229.201 by:
0
a. Revising paragraph (a)(1);
0
b. Removing and reserving paragraphs (a)(2)(i) and (c)(1);
0
c. Removing the text and reserving Instruction 1 to the Instructions to
Item 201;
0
d. Redesignating Instructions 1 through 5 to Item 201 consecutively as
Instruction 1 to Item 201, Instruction 2 to Item 201, Instruction 3 to
Item 201, Instruction 4 to Item 201 and Instruction 5 to Item 201; and
0
e. Revising newly redesignated Instruction 2 to Item 201.
    The revisions read as follows:

Sec.  229.201   (Item 201) Market price of and dividends on the
registrant's common equity and related stockholder matters.

    (a) * * *
    (1)(i) Identify the principal United States market(s) and the
corresponding trading symbol(s) for each class of the registrant's
common equity. In the case of foreign registrants, also identify the
principal foreign public trading market(s), if any, and the
corresponding

trading symbol(s) for each class of the registrant's common equity.
    (ii) If the principal United States market for such common equity
is not an exchange, indicate, as applicable, that any over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual
transactions.
    (iii) Where there is no established public trading market for a
class of common equity, furnish a statement to that effect and, if
applicable, state the range of high and low bid information for each
full quarterly period within the two most recent fiscal years and any
subsequent interim period for which financial statements are included,
or are required to be included by 17 CFR 210.3-01 through 210.3-20
(Article 3 of Regulation S-X), indicating the source of such
quotations. Reference to quotations shall be qualified by appropriate
explanation. For purposes of this Item the existence of limited or
sporadic quotations should not of itself be deemed to constitute an
``established public trading market.''
* * * * *
    Instruction 1 to Item 201. [Reserved]
    Instruction 2 to Item 201. Bid information reported pursuant to
this Item shall be adjusted to give retroactive effect to material
changes resulting from stock dividends, stock splits and reverse stock
splits.
* * * * *

0
61. Amend Sec.  229.302 by:
0
a. Revising paragraphs (a)(1) and (3);
0
b. Redesignating the Instructions to paragraph (b) consecutively as
Instruction 1 to paragraph (b), Instruction 2 to paragraph (b), and
Instruction 3 to paragraph (b); and
0
c. Revising paragraphs (a) and (c) of newly redesignated Instruction 1
to paragraph (b).
    The revisions read as follows:

Sec.  229.302   (Item 302) Supplementary financial information.

    (a) * * *
    (1) Disclosure shall be made of net sales, gross profit (net sales
less costs and expenses associated directly with or allocated to
products sold or services rendered), income (loss) from continuing
operations, per share data based upon income (loss) from continuing
operations, net income (loss), per share data based upon net income
(loss) and net income (loss) attributable to the registrant, for each
full quarter within the two most recent fiscal years and any subsequent
interim period for which financial statements are included or are
required to be included by 17 CFR 210.3-01 through 210.3-20 (Article 3
of Regulation S-X).
* * * * *
    (3) Describe the effect of any discontinued operations and unusual
or infrequently occurring items recognized in each full quarter within
the two most recent fiscal years and any subsequent interim period for
which financial statements are included or are required to be included
by 17 CFR 210.3-01 through 210.3-20 (Article 3 of Regulation S-X), as
well as the aggregate effect and the nature of year-end or other
adjustments which are material to the results of that quarter.
* * * * *
    (b) * * *
    Instruction 1 to paragraph (b). (a) FASB ASC Subtopic 932-235
disclosures that relate to annual periods shall be presented for each
annual period for which a statement of comprehensive income (as defined
in Sec.  210.1-02 of Regulation S-X) is required,
* * * * *
    (c) FASB ASC Subtopic 932-235 disclosures required as of the
beginning of an annual period shall be presented as of the beginning of
each annual period for which a statement of comprehensive income (as
defined in Sec.  210.1-02 of Regulation S-X) is required.
* * * * *

0
62. Amend Sec.  229.303 by:
0
 a. Revising the paragraphs (a) introductory text and (b)(2);
0
b. Redesignating paragraphs 1 through 7 of the Instructions to
paragraph (b) of Item 303 as Instruction 1 to paragraph (b),
Instruction 2 to paragraph (b), Instruction 3 to paragraph (b),
Instruction 4 to paragraph (b), Instruction 5 to paragraph (b),
Instruction 6 to paragraph (b), and Instruction 7 to paragraph (b),
consecutively.
0
c. Removing and reserving newly redesignated Instruction 5 to paragraph
(b); and
0
d. Adding an Instruction 8 to paragraph (b).
    The revisions and addition read as follows:

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

    (a) Full fiscal years. Discuss registrant's financial condition,
changes in financial condition and results of operations. The
discussion shall provide information as specified in paragraphs (a)(1)
through (5) of this Item and also shall provide such other information
that the registrant believes to be necessary to an understanding of its
financial condition, changes in financial condition and results of
operations. Discussions of liquidity and capital resources may be
combined whenever the two topics are interrelated. Where in the
registrant's judgment a discussion of segment information and/or of
other subdivisions (e.g., geographic areas) of the registrant's
business would be appropriate to an understanding of such business, the
discussion shall focus on each relevant, reportable segment and/or
other subdivision of the business and on the registrant as a whole.
* * * * *
    (b) * * *
    (2) Material changes in results of operations. Discuss any material
changes in the registrant's results of operations with respect to the
most recent fiscal year-to-date period for which a statement of
comprehensive income (or statement of operations if comprehensive
income is presented in two separate but consecutive financial
statements or if no other comprehensive income) is provided and the
corresponding year-to-date period of the preceding fiscal year. If the
registrant is required to or has elected to provide a statement of
comprehensive income (or statement of operations if comprehensive
income is presented in two separate but consecutive financial
statements or if no other comprehensive income) for the most recent
fiscal quarter, such discussion also shall cover material changes with
respect to that fiscal quarter and the corresponding fiscal quarter in
the preceding fiscal year. In addition, if the registrant has elected
to provide a statement of comprehensive income (or statement of
operations if comprehensive income is presented in two separate but
consecutive financial statements or if no other comprehensive income)
for the twelve-month period ended as of the date of the most recent
interim balance sheet provided, the discussion also shall cover
material changes with respect to that twelve-month period and the
twelve-month period ended as of the corresponding interim balance sheet
date of the preceding fiscal year. Notwithstanding the above, if for
purposes of a registration statement a registrant subject to Sec.
210.3-03(b) of Regulation S-X of this chapter provides a statement of
comprehensive income (or statement of operations if comprehensive
income is presented in two separate but consecutive financial
statements or if no other comprehensive income) for the twelve-month
period ended as of the date of the most recent interim balance sheet
provided in lieu

of the interim statements of comprehensive income (or statement of
operations if comprehensive income is presented in two separate but
consecutive financial statements or if no other comprehensive income)
otherwise required, the discussion of material changes in that twelve-
month period will be in respect to the preceding fiscal year rather
than the corresponding preceding period.
* * * * *
    Instruction 8 to paragraph (b). The term statement of comprehensive
income shall mean a statement of comprehensive income as defined in
Sec.  210.1-02 of Regulation S-X of this chapter.
* * * * *

0
63. Amend Sec.  229.406 by revising paragraph (d) to read as follows:

Sec.  229.406   (Item 406) Code of ethics.

* * * * *
    (d) If the registrant intends to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding an amendment to, or a waiver
from, a provision of its code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions and that relates to any element of the code of ethics
definition enumerated in paragraph (b) of this Item by posting such
information on its internet website, disclose the registrant's internet
address and such intention.
* * * * *

0
64. Amend Sec.  229.503 by:
0
 a. Revising the section heading;
0
b. Removing paragraph (d) and the instructions to paragraph (d); and
0
c. Removing paragraph (e).
    The revision reads as follows:

Sec.  229.503   (Item 503) Prospectus summary and risk factors.

* * * * *

0
65. Amend Sec.  229.504 by revising Instruction 3 to the Instructions
to Item 504 to read as follows:

Sec.  229.504   (Item 504) Use of proceeds.

* * * * *
    Instructions to Item 504: * * *
0
3. If any material amounts of other funds are necessary to accomplish
the specified purposes for which the proceeds are to be obtained, state
the amounts of such other funds needed for each such specified purpose
and the sources thereof.
* * * * *

0
66. Amend Sec.  229.508 by revising paragraph (e) introductory text to
read as follows:

Sec.  229.508   (Item 508) Plan of distribution.

* * * * *
    (e) Underwriter's compensation. Provide a table that sets out the
nature of the compensation and the amount of discounts and commissions
to be paid to the underwriter for each security and in total. The table
must show the separate amounts to be paid by the company and the
selling shareholders. In addition, include in the table all other items
considered by the Financial Industry Regulatory Authority (``FINRA'')
to be underwriting compensation for purposes of FINRA rules.
* * * * *

0
67. Amend Sec.  229.512 by revising paragraph (a)(4) to read as
follows:

Sec.  229.512   (Item 512) Undertakings.

* * * * *
    (a) * * *
    (4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Item 8.A of Form 20-F (Sec.  249.220f
of this chapter) at the start of any delayed offering or throughout a
continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) need not
be furnished, provided that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information necessary to
ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3 (Sec.
239.33 of this chapter), a post-effective amendment need not be filed
to include financial statements and information required by Section
10(a)(3) of the Act or Item 8.A of Form 20-F if such financial
statements and information are contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
* * * * *

0
68. Amend Sec.  229.601 by:
0
 a. Removing and reserving entries (11) and (12) from the exhibit table
in paragraph (a);
0
b. In entry (13) in the exhibit table in paragraph (a), adding an X in
the column labelled ``10-Q'';
0
c. Removing and reserving entries (19), (22), and (26) from the exhibit
table in paragraph (a);
0
d. Removing and reserving paragraphs (b)(11) and (12);
0
e. Revising paragraph (b)(14);
0
f. Removing and reserving paragraphs (b)(19), (22), and (26); and
0
g. Removing paragraph (c).
    The revision reads as follows:

Sec.  229.601   (Item 601) Exhibits.

* * * * *
    (b) * * *
    (14) Code of ethics. Any code of ethics, or amendment thereto, that
is the subject of the disclosure required by Sec.  229.406 (Item 406 of
Regulation S-K) or Item 5.05 of Form 8-K (Sec.  249.308 of this
chapter), to the extent that the registrant intends to satisfy the Item
406 or Item 5.05 requirements through filing of an exhibit.
* * * * *

0
69. Amend Sec.  229.1010 by:
0
 a. Revising paragraph (a)(2);
0
b. Removing and reserving paragraph (a)(3);
0
c. Revising paragraph (b)(2); and
0
d. Removing and reserving paragraph (c)(4).
    The revisions read as follows:

Sec.  229.1010   (Item 1010) Financial statements.

    (a) * * *
    (2) Unaudited balance sheets, comparative year-to-date statements
of comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X
of this chapter) and related earnings per share data and statements of
cash flows required to be included in the company's most recent
quarterly report filed under the Exchange Act; and
* * * * *
    (b) * * *
    (2) The company's statement of comprehensive income and earnings
per share for the most recent fiscal year and the latest interim period
provided under paragraph (a)(2) of this section; and
* * * * *

0
70. Amend Sec.  229.1118 by revising paragraph (b)(2) to read as
follows:

Sec.  229.1118   (Item 1118) Reports and additional information.

* * * * *
    (b) * * *
    (2) State that the Commission maintains an internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
Commission and state the address of that site (http://www.sec.gov).
* * * * *

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

0
71. 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
72. Amend Sec.  230.158 by:
0
a. Revising paragraph (a)(1) introductory text; and
0
b. Designating as Note 1 to paragraph (a) the undesignated text between
paragraphs (a)(2)(ii) and (b) and revising it.
    The revisions read as follows:

Sec.  230.158   Definitions of certain terms in the last paragraph of
section 11(a).

    (a) * * *
    (1) There is included the information required for statements of
comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X of
this chapter) contained either:
* * * * *

    Note 1 to paragraph (a). A subsidiary issuing debt securities
guaranteed by its parent will be deemed to have met the requirements
of this paragraph (a) if the parent's statements of comprehensive
income (as defined in Sec.  210.1-02 of Regulation S-X) satisfy the
criteria of this paragraph and information respecting the subsidiary
is included to the same extent as was presented in the registration
statement. An ``earning statement'' not meeting the requirements of
this paragraph (a) may otherwise be sufficient for purposes of the
last paragraph of section 11(a) of the Act.

* * * * *

0
73. Amend Sec.  230.405, in the definition of ``Significant
subsidiary'' by:
0
a. Revising paragraphs (1) and (3);
0
b. Adding a Note 1 following paragraph (3) before the Computational
note;
0
c. Redesignating the Computational note as Computational note 1 to
paragraph (3) and revising it.
    The revisions and addition read as follows:

Sec.  230.405   Definitions of terms.

* * * * *
    Significant subsidiary. * * *
    (1) The registrant's and its other subsidiaries' investments in and
advances to the subsidiary exceed 10 percent of the total assets of the
registrant and its subsidiaries consolidated as of the end of the most
recently completed fiscal year (for a proposed combination between
entities under common control, this condition is also met when the
number of common shares exchanged or to be exchanged by the registrant
exceeds 10 percent of its total common shares outstanding at the date
the combination is initiated); or
* * * * *
    (3) The registrant's and its other subsidiaries' equity in the
income from continuing operations before income taxes of the subsidiary
exclusive of amounts attributable to any noncontrolling interests
exceeds 10 percent of such income of the registrant and its
subsidiaries consolidated for the most recently completed fiscal year.

    Note 1: A registrant that files its financial statements in
accordance with or provides a reconciliation to U.S. Generally
Accepted Accounting Principles shall make the prescribed tests using
amounts determined under U.S. Generally Accepted Accounting
Principles. A foreign private issuer that files its financial
statements in accordance with IFRS as issued by the IASB shall make
the prescribed tests using amounts determined under IFRS as issued
by the IASB.

    Computational note 1 to paragraph (3): For purposes of making
the prescribed income test the following guidance should be applied:
    1. When a loss exclusive of amounts attributable to any
noncontrolling interests has been incurred by either the parent and
its subsidiaries consolidated or the tested subsidiary, but not
both, the equity in the income or loss of the tested subsidiary
exclusive of amounts attributable to any noncontrolling interests
should be excluded from such income of the registrant and its
subsidiaries consolidated for purposes of the computation.
    2. If income of the registrant and its subsidiaries consolidated
exclusive of amounts attributable to any noncontrolling interests
for the most recent fiscal year is at least 10 percent lower than
the average of the income for the last five fiscal years, such
average income should be substituted for purposes of the
computation. Any loss years should be omitted for purposes of
computing average income.

* * * * *

0
74. Amend Sec.  230.436 by revising paragraph (d)(4) to read as
follows:

Sec.  230.436   Consents required in special cases.

* * * * *
    (d) * * *
    (4) A statement that a review of interim financial information is
substantially less in scope than an audit conducted in accordance with
the standards of the Public Company Accounting Oversight Board (United
States) (``PCAOB''), the objective of which is an expression of an
opinion regarding the financial statements taken as a whole, and,
accordingly, no such opinion is expressed; and
* * * * *

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

0
75. 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
76. Amend Form S-1 (referenced in Sec.  239.11) by revising the heading
of Item 3 and revising Item 12.(c)(2)(ii) to read as follows:

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

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 12. Incorporation of Certain Information by Reference.

* * * * *
    (c) * * *
    (2) * * *
    (ii) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov).
* * * * *

0
77. Amend Form S-3 (referenced in Sec.  239.13) by:
0
a. Revising General Instruction I.B.2;
0
b. Revising General Instruction I.C.2 and I.D.1.(c)(iv) to remove the
text, ``(Primary Offerings of Non-Convertible Investment Grade
Securities)'' and add, in its place, the words ``(Primary Offerings of
Non-Convertible Securities Other than Common Equity)'';
0
c. Revising the heading of Item 3;
0
d. Revising Item 12.(c)(2)(ii); and
0
e. Removing Instruction 3 to the Instructions to Signatures.
    The revisions read as follows:

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

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form S-3

* * * * *

B. Transaction Requirements. * * *

    2. Primary Offerings of Non-Convertible Securities Other than
Common Equity. Non-convertible securities, other than common equity, to
be offered for cash by or on behalf of a registrant, provided the
registrant:
    (i) Has issued (as of a date within 60 days prior to the filing of
the registration statement) at least $1 billion in non-convertible
securities, other than common equity, in primary offerings for cash,
not exchange, registered under the Securities Act, over the prior three
years; or
    (ii) has outstanding (as of a date within 60 days prior to the
filing of the registration statement) at least $750 million of non-
convertible securities, other than common equity, issued in primary
offerings for cash, not exchange, registered under the Securities Act;
or
    (iii) is a wholly-owned subsidiary of a well-known seasoned issuer
(as defined in 17 CFR 230.405); or
    (iv) is a majority-owned operating partnership of a real estate
investment trust that qualifies as a well-known seasoned issuer (as
defined in 17 CFR 230.405).
* * * * *

C. Majority-Owned Subsidiaries. * * *

    2. the parent of the registrant-subsidiary meets the Registrant
Requirements and the conditions of Transaction Requirements B.2.
(Primary Offerings of Non-Convertible Securities Other than Common
Equity) are met;
* * * * *

D. Automatic Shelf Offerings by Well-Known Seasoned Issuers. * * *

    1. * * *
    (c) * * *
    (iv) Securities of a majority-owned subsidiary that meet the
conditions of Transaction Requirement I.B.2. of this Form (Primary
Offerings of Non-Convertible Securities Other than Common Equity).
* * * * *

PART I

INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 12. Incorporation of Certain Information by Reference.

* * * * *
    (c) * * *
    (2) * * *
    (ii) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.
* * * * *

0
78. Amend Form S-11 (referenced in Sec.  239.18) by revising the
heading of Item 3 and revising Item 29.(b)(2)(ii) to read as follows:

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

FORM S-11

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

* * * * *
PART I. INFORMATION REQUIRED IN PROSPECTUS
* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 29. Incorporation of Certain Information by Reference.

* * * * *
    (b) * * *
    (2) * * *
    (ii) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov).
* * * * *

0
79. Amend Form S-4 (referenced in Sec.  239.25) by revising the heading
of Item 3 and revising Items 11.(c)(2) and 13.(d)(2) to read as
follows:

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

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

* * * * *

Item 3. Risk Factors and Other Information.

* * * * *

Item 11. Incorporation of Certain Information by Reference.

* * * * *
    (c) * * *
    (2) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.
* * * * *

Item 13. Incorporation of Certain Information by Reference.

* * * * *
    (d) * * *
    (2) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.
* * * * *

0
80. Amend Form F-1 (referenced in Sec.  239.31) by:
0
a. Revising General Instruction II.C;
0
b. Revising the heading of Item 3;
0
c. Revising Item 4.b;
0
d. Removing and reserving Item 4.c;
0
e. Revising Item 4.d;
0
f. Adding Item 4.e;
0
 g. Removing Instruction 2 to Item 4;
0
h. Revising Item 4A.(b)1.iii.;
0
i. Revising the Instruction to Item 4A; and
0
j. Revising Item 5.(b)2.ii.
    The revisions and addition read as follows:

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

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the Form F-1 registration statement in
electronic format via the Commission's Electronic Data Gathering and
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232), except that a registrant that has
obtained a hardship exception under Regulation S-T Rule 201 or 202 (17
CFR 232.201 or 232.202) may file the registration statement in paper.
For assistance with EDGAR questions, call the Filer Support Office at
(202) 551-8900.
* * * * *

PART I--INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *

Item 4. Information with Respect to the Registrant and the Offering.

* * * * *
    b. Information required by Item 18 of Form 20-F (Schedules required
under Regulation S-X shall be filed as ``Financial Statement Schedules
Pursuant to Item 8, Exhibit and Financial Statement Schedules, of this
Form), as well as any information required by Rule 3-05 and Article 11
of Regulation S-X (part 210 of this chapter).
* * * * *
    d. Information required by Item 16F of Form 20-F.
    e. State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.

Item 4A. Material Changes.

* * * * *
    (b)
    1. * * *
    iii. Restated financial statements where a combination of entities
under common control has been consummated subsequent to the most recent
fiscal year and the transferred businesses, considered in the
aggregate, are significant under Rule 11-01(b) (Sec.  210.11-01(b) of
this chapter); or
* * * * *
    Instruction. Financial statements or information required to be
furnished by this Item shall be reconciled pursuant to Item 18 of Form
20-F.
* * * * *

Item 5. Incorporation of Certain Information by Reference.

* * * * *
    (b) * * *
    2. * * *
    ii. State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov).
* * * * *

0
81. Amend Form F-3 (referenced in Sec.  239.33) by:
0
a. Revising General Instructions I.B.2, I.B.3, I.B.4 and II.D;
0
b. Revising the heading of Item 3;
0
c. Revising Item 5 Instructions 1 and 2; and
0
d. Revising Item 6.(e)(2).
    The revisions read as follows:

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

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form F-3
* * * * *
B. Transaction Requirements
* * * * *
    2. Primary Offerings of Non-Convertible Securities Other than
Common Equity. Non-convertible securities, other than common equity, to
be offered for cash by or on behalf of a registrant, provided the
registrant:
    (i) Has issued (as of a date within 60 days prior to the filing of
the registration statement) at least $1 billion in non-convertible
securities, other than common equity, in primary offerings for cash,
not exchange, registered under the Securities Act, over the prior three
years; or
    (ii) has outstanding (as of a date within 60 days prior to the
filing of the registration statement) at least $750 million of non-
convertible securities, other than common equity, issued in primary
offerings for cash, not exchange, registered under the Securities Act;
or
    (iii) is a wholly-owned subsidiary of a well-known seasoned issuer
(as defined in 17 CFR 230.405); or
    (iv) is a majority-owned operating partnership of a real estate
investment trust that qualifies as a well-known seasoned issuer (as
defined in 17 CFR 230.405).
* * * * *
    3. Transactions Involving Secondary Offerings. Outstanding
securities to be offered for the account of any person other than the
issuer, including securities acquired by standby underwriters in
connection with the call or redemption by the issuer of warrants or a
class of convertible securities. The financial statements included in
this registration statement must comply with Item 18 of Form 20-F. In
addition, Form F-3 may be used by affiliates to register securities for
resale pursuant to the conditions specified in General Instruction C to
Form S-8 (Sec.  239.16b of this chapter). In the case of such
securities, the financial statements included in this registration
statement must comply with Item 18 of Form 20-F (Sec.  249.220f of this
chapter).
    4. Rights Offerings, Dividend or Interest Reinvestment Plans, and
Conversions or Warrants. Securities to be offered: (a) Upon the
exercise of outstanding rights granted by the issuer of the securities
to be offered, if such rights are granted pro rata to all existing
security holders of the class of securities to which the rights attach;
or (b) pursuant to a dividend or interest reinvestment plan; or (c)
upon the conversion of outstanding convertible securities or upon the
exercise of outstanding transferable warrants issued by the issuer of
the securities to be offered, or by an affiliate of such issuer. The
financial statements included in this registration statement must
comply with Item 18 of Form 20-F. The registration of securities to be
offered or sold in a standby underwriting in the United States or
similar arrangement is not permitted pursuant to this paragraph. See
paragraphs B.1., B.2., and B.3. of this Instruction.
* * * * *
II. Application of General Rules and Regulations
* * * * *
    D. A registrant must file the Form F-3 registration statement in
electronic format via the Commission's Electronic Data Gathering and
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232), except that a registrant that has
obtained a hardship exception under Regulation S-T Rule 201 or 202 (17
CFR 232.201 or 232.202) may file the registration statement in paper.
For assistance with EDGAR

questions, call the Filer Support Office at<PHONE_NUMBER>.
* * * * *
PART I--INFORMATION REQUIRED IN PROSPECTUS
* * * * *
Item 3. Summary Information and Risk Factors.
* * * * *
Item 5. Material Changes.
* * * * *
Instructions
    1. Financial statements or information required to be furnished by
this Item shall be reconciled pursuant to Item 18 of Form 20-F.
    2. Material changes to be disclosed pursuant to Item 5(a) include
changes in and disagreements with registrant's certifying accountant.
Disclosure pursuant to Item 16F of Form 20-F should be provided as of
the date of the registration statement or prospectus.
Item 6. Incorporation of Certain Information by Reference.
* * * * *
    (e) * * *
    (2) state that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.
* * * * *

0
82. Amend Form F-4 (referenced in Sec.  239.34) by:
0
a. Revising General Instruction D.4;
0
b. Revising the heading of Item 3;
0
c. Revising Instruction 1 of the instructions to paragraphs (e) and (f)
of Item 3;
0
d. Revising Item 10.(c)(3);
0
e. Revising paragraph 1 of the Instructions between Items 11(a) and
(b);
0
f. Revising Item 11.(c)(2);
0
g. Revising the introductory text of Items 12 and 12.(b)(2)
0
h. Revising Items 12.(b)(2)(iv) and 12.(b)(3)(vii) and (ix);
0
i. Revising paragraph 1 of the Instructions between Items 13.(b) and
(c);
0
j. Revising Item 13.(c)(2); and
0
k. Revising Items 14.(h) and 14.(j).
    The revisions read as follows:

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

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

D. Application of General Rules and Regulations.

* * * * *
    4. A registrant must file the Form F-4 registration statement in
electronic format via the Commission's Electronic Data Gathering and
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232), except that a registrant that has
obtained a hardship exception under Regulation S-T Rule 201 or 202 (17
CFR 232.201 or 232.202) may file the registration statement in paper.
For assistance with EDGAR questions, call the Filer Support Office at
(202) 551-8900.
* * * * *
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
* * * * *

Item 3. Risk Factors and Other Information.

* * * * *

Instructions to paragraphs (e) and (f).

    1. For a business combination accounted for as a purchase, the
financial information required by paragraphs (e) and (f) shall be
presented only for the most recent fiscal year and interim period. For
a combination of entities under common control, the financial
information required by paragraphs (e) and (f) (except for information
with regard to book value) shall be presented for the most recent three
fiscal years and interim period. For a combination of entities under
common control, information with regard to book value shall be
presented as of the end of the most recent fiscal year and interim
period. Equivalent pro forma per share amounts shall be calculated by
multiplying the pro forma income (loss) per share before non-recurring
charges or credits directly attributable to the transaction, pro forma
book value per share, and the pro forma dividends per share of the
registrant by the exchange ratio so that the per share amounts are
equated to the respective values for one share of the company being
acquired.
* * * * *

Item 10. Information With Respect to F-3 Companies.

* * * * *
    (c) * * *
    (3) Restated financial statements prepared in accordance with or,
if prepared using a basis of accounting other than IFRS as issued by
the IASB, reconciled to U.S. GAAP and Regulation S-X where one or more
business combinations accounted for as combinations of entities under
common control have been consummated subsequent to the most recent
fiscal year and the transferred businesses, considered in the
aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X
(Sec.  210.11-01(b) of this chapter); or
* * * * *

Item 11. Incorporation of Certain Information by Reference.

* * * * *
    (a) * * *

Instructions

    1. All annual reports or registration statements incorporated by
reference pursuant to Item 11 of this Form shall contain financial
statements that comply with Item 18 of Form 20-F.
* * * * *
    (c) * * *
    (2) state that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.
* * * * *

Item 12. Information with Respect to F-3 Registrants.

    If the registrant meets the requirements for use of Form F-3 or
Form S-3 and elects to comply with this Item, furnish the information
required by either paragraph (a) or (b) of this Item. However, the
registrant shall not provide prospectus information in the manner
allowed by paragraph (a) of this Item if the financial statements
incorporated by reference pursuant to Item 13 reflect: (1) Restated
financial statements prepared in accordance with or reconciled to U.S.
GAAP and Regulation S-X if there has been a change in accounting
principles or a correction of an error where such a change or
correction requires a material retroactive statement of financial
statements; (2) restated financial statements prepared in accordance
with or reconciled to U.S. GAAP and Regulation S-X where a combination
of

entities under common control has been consummated subsequent to the
most recent fiscal year and the transferred businesses, considered in
the aggregate, are significant pursuant to Rule 11-01(b) of Regulation
S-X; or (3) any financial information required because of a material
disposition of assets outside of the normal course of business.
* * * * *
    (b) * * *
    (2) Include financial statements and information as required by
Item 18 of Form 20-F. In addition, provide: * * *
    (iv) Restated financial statements prepared in accordance with or,
if prepared using a basis of accounting other than IFRS as issued by
the IASB, reconciled to U.S. GAAP and Regulation S-X where a
combination of entities under common control has been consummated
subsequent to the most recent fiscal year and the transferred
businesses, considered in the aggregate, are significant pursuant to
Rule 11-01(b) of Regulation S-X; and
* * * * *
    (3) * * *
    (vii) Financial statements required by Item 18 of Form 20-F, and
financial information required by Rule 3-05 and Article 11 of
Regulation S-X with respect to transactions other than that pursuant to
which the securities being registered are to be issued;
* * * * *
    (ix) Item 16F of Form 20-F, change in registrant's certifying
accountant.

Item 13. Incorporation of Certain Information by Reference.

* * * * *
    (b) * * *

Instructions

    1. All annual reports incorporated by reference pursuant to Item 13
of this Form shall contain financial statements that comply with Item
18 of Form 20-F.
* * * * *
    (c) * * *
    (2) state that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.

Item 14. Information With Respect to Registrants Other Than F-3
Registrants.

* * * * *
    (h) Financial statements required by Item 18 of Form 20-F. In
addition, financial information required by Rule 3-05 and Article 11 of
Regulation S-X with respect to transactions other than that pursuant to
which the securities being registered are to be issued. (Schedules
required by Regulation S-X shall be filed as ``Financial Statement
Schedules'' pursuant to Item 21 of this Form.);
* * * * *
    (j) Item 16F of Form 20-F, change in registrant's certifying
accountant.
* * * * *

0
83. Amend Form F-6 (referenced in Sec.  239.36) by revising the first
paragraph of General Instruction III.C to read as follows:

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

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY
SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

* * * * *

GENERAL INSTRUCTIONS

* * * * *

III. Application of General Rules and Regulations

* * * * *
    C. You must file the Form F-6 registration statement in electronic
format via the Commission's Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232). For assistance with EDGAR
questions, call the Filer Support Office at<PHONE_NUMBER>.
* * * * *

0
84. Amend Form F-7 (referenced in Sec.  239.37) by revising the first
paragraph of General Instruction II.C 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.

FORM F-7

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in electronic
format via the Commission's Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232). For assistance with EDGAR
questions, call the Filer Support Office at<PHONE_NUMBER>.
* * * * *

0
85. Amend Form F-8 (referenced in Sec.  239.38) by revising the first
paragraph of General Instruction IV.C 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.

FORM F-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in electronic
format via the Commission's Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232). For assistance with EDGAR
questions, call the Filer Support Office at<PHONE_NUMBER>.
* * * * *

0
86. Amend Form F-10 (referenced in Sec.  239.40) by revising the first
paragraph of General Instruction II.D 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.

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

II. Application of General Rules and Regulations

* * * * *
    D. A registrant must file the registration statement in electronic
format via the Commission's Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232). For assistance with EDGAR
questions, call the Filer Support Office at<PHONE_NUMBER>.
* * * * *

0
87. Amend Form F-80 (referenced in Sec.  239.41) by revising the first
paragraph of General Instruction IV.C 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.

FORM F-80

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in electronic
format via the Commission's Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232). For assistance with EDGAR
questions, call the Filer Support Office at<PHONE_NUMBER>.
* * * * *

0
88. Amend Form SF-1 (referenced in Sec.  239.44) by revising Item
10.(b)(2)(ii) 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.

FORM SF-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 10. Incorporation of Certain Information by Reference.

* * * * *
    (b)(2) * * *
    (ii) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address (or address of the specified transaction party where such
information is posted), if available.
* * * * *

0
89. Amend Form SF-3 (referenced in Sec.  239.45) by revising Item
10.(e)(2)(ii) 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.

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I

INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 10. Incorporation of Certain Information by Reference.

* * * * *
    (e)(1) * * *
    (2) * * *
    (ii) State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address (or address of the specified transaction party where such
information is posted), if available.
* * * * *

0
90. Amend Form 1-A (referenced in Sec.  239.90) by:
0
a. Revising the section entitled ``Financial Statements'' in Item 1 of
Part I;
0
b. Removing and reserving Items 7.(a)(1)(iii) and 7.(b) of Part II;
0
c. Revising paragraph (3) of the Instruction to Item 9.(a) of Part II;
and
0
d. Revising paragraphs (b)(4) and (5) and paragraph (c)(1)(i) of Part
F/S of Part II.
    The revisions read as follows:

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

FORM 1-A

REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART I--NOTIFICATION

* * * * *

ITEM 1. Issuer Information

* * * * *

Financial Statements

* * * * *
BILLING CODE 8011-01-P

[GRAPHIC] [TIFF OMITTED] TR04OC18.000

[GRAPHIC] [TIFF OMITTED] TR04OC18.001

BILLING CODE 8011-01-C
* * * * *

PART II--INFORMATION REQUIRED IN OFFERING CIRCULAR

* * * * *

Item 9. Management's Discussion and Analysis of Financial Condition and
Results of Operations

* * * * *
    (a) * * *

Instruction to Item 9(a)

* * * * *
    (3) When interim period financial statements are included, discuss
any material changes in financial condition from the end of the
preceding fiscal year to the date of the most recent interim

balance sheet provided. Discuss any material changes in the issuer's
results of operations with respect to the most recent fiscal year-to-
date period for which a statement of comprehensive income (or statement
of net income if comprehensive income is presented in two separate but
consecutive financial statements or if no other comprehensive income)
is provided and the corresponding year-to-date period of the preceding
fiscal year.
* * * * *

Part F/S

* * * * *

(b) Financial Statements for Tier 1 Offerings

* * * * *
    (4) Statements of comprehensive income, cash flows, and changes in
stockholders' equity. File consolidated statements of comprehensive
income (either in a single continuous financial statement or in two
separate but consecutive financial statements; or a statement of net
income if there was no other comprehensive income), cash flows, and
changes in stockholders' equity for each of the two fiscal years
preceding the date of the most recent balance sheet being filed or such
shorter period as the issuer has been in existence.
    (5) Interim financial statements.
    (i) If a consolidated interim balance sheet is required by (b)(3)
of Part F/S, consolidated interim statements of comprehensive income
(either in a single continuous financial statement or in two separate
but consecutive financial statements; or a statement of net income if
there was no other comprehensive income) and cash flows shall be
provided and must cover at least the first six months of the issuer's
fiscal year and the corresponding period of the preceding fiscal year.
An analysis of the changes in each caption of stockholders' equity
presented in the balance sheets must be provided in a note or separate
statement. This analysis shall be presented in the form of a
reconciliation of the beginning balance to the ending balance for each
period for which a statement of comprehensive income is required to be
filed with all significant reconciling items described by appropriate
captions with contributions from and distributions to owners shown
separately. Dividends per share for each class of shares shall also be
provided.
    (ii) Interim financial statements of issuers that report under U.S.
GAAP may be condensed as described in Rule 8-03(a) of Regulation S-X.
    (iii) The interim statements of comprehensive income for all
issuers must be accompanied by a statement that in the opinion of
management all adjustments necessary in order to make the interim
financial statements not misleading have been included.
* * * * *

(c) Financial Statement Requirements for Tier 2 Offerings

    (1) * * *
    (i) Issuers that report under U.S. GAAP and, when applicable, other
entities for which financial statements are required, must comply with
Article 8 of Regulation S-X, as if they were conducting a registered
offering on Form S-1, except the age of financial statements may follow
paragraphs (b)(3)-(4) of this Part F/S.
* * * * *

0
91. Amend Form 1-K (referenced in Sec.  239.91) by revising Item 7.(e)
of Part II to read as follows:

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

FORM 1-K

* * * * *

PART II

INFORMATION TO BE INCLUDED IN REPORT

* * * * *

Item 7. Financial Statements

* * * * *
    (e) Statements of comprehensive income, cash flows, and changes in
stockholders' equity. File audited consolidated statements of
comprehensive income (either in a single continuous financial statement
or in two separate but consecutive financial statements; or a statement
of net income if there was no other comprehensive income), cash flows,
and changes in stockholders' equity for each of the two fiscal years
preceding the date of the most recent balance sheet being filed or such
shorter period as the issuer has been in existence.
* * * * *

0
92. Amend Form 1-SA (referenced in Sec.  239.92) by:
0
a. Revising the third paragraph of the undesignated introductory text
of Item 3;
0
b. Revising Item 3.(b);
0
c. Redesignating current Items 3.(d) and (e) as 3.(e) and (f),
respectively;
0
d. Adding new Item 3.(d); and
0
e. Revising newly redesignated Item 3.(e).
    The revisions and addition read as follows:

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

FORM 1-SA

[ ] SEMIANNUAL REPORT PURSUANT TO REGULATION A

or

[ ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

* * * * *

INFORMATION TO BE INCLUDED IN REPORT

* * * * *

Item 3. Financial Statements

* * * * *
    The financial statements included pursuant to this item may be
condensed, unaudited, and are not required to be reviewed. For
additional guidance on presentation of the financial statements,
issuers that report under U.S. GAAP should refer to Rule 8-03(a) of
Regulation S-X. The financial statements for all issuers must include
the following:
* * * * *
    (b) Interim consolidated statements of comprehensive income (either
in a single continuous financial statement or in two separate but
consecutive financial statements; or a statement of net income if there
was no other comprehensive income) must be provided for the six month
interim period covered by this report and for the corresponding period
of the preceding fiscal year. Statements of comprehensive income must
be accompanied by a statement that in the opinion of management all
adjustments necessary in order to make the interim financial statements
not misleading have been included.
* * * * *
    (d) An analysis of the changes in each caption of stockholders'
equity presented in the balance sheets must be provided in a note or
separate statement. This analysis shall be presented in the form of a
reconciliation of the beginning balance to the ending balance for each
period for which a statement of comprehensive income is required to be
filed with all significant reconciling items described by appropriate
captions with contributions from and distributions to owners shown
separately. Dividends per share for each class of shares shall also be
presented.
    (e) Footnote and other disclosures should be provided as needed for
fair presentation and to ensure that the financial statements are not
misleading. Issuers that report under U.S. GAAP

should refer to Rule 8-03(b) of Regulation S-X for examples of
disclosures that may be needed.
    (f) Financial Statements of Guarantors and Issuers of Guaranteed
Securities. * * *
* * * * *

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

0
93. 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; and
Pub. L. 111-203, 939A, 124 Stat. 1887 (2010); and secs. 503 and 602,
Pub. L. 112-106, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *

0
94. Amend Sec.  240.3a51-1 by revising paragraph (a)(2)(i)(A)(3) to
read as follows:

Sec.  240.3a51-1  Definition of ``penny stock''.

* * * * *
    (a) * * *
    (2) * * *
    (i) * * *
    (A) * * *
    (3) Net income of $750,000 (excluding non-recurring items) in the
most recently completed fiscal year or in two of the last three most
recently completed fiscal years;
* * * * *

0
95. Amend Sec.  240.10A-1 by revising paragraph (b)(3) to read as
follows:

Sec.  240.10A-1   Notice to the Commission Pursuant to Section 10A of
the Act.

* * * * *
    (b) * * *
    (3) Submission of the report (or documentation) by the independent
accountant as described in paragraphs (b)(1) and (2) of this section
shall not replace, or otherwise satisfy the need for, the newly engaged
and former accountants' letters under Sec. Sec.  229.304(a)(2)(D) and
229.304(a)(3) of this chapter (Items 304(a)(2)(D) and 304(a)(3) of
Regulation S-K, respectively) and shall not limit, reduce, or affect in
any way the independent accountant's obligations to comply fully with
all other legal and professional responsibilities, including, without
limitation, those under the standards of the Public Company Accounting
Oversight Board (United States) (``PCAOB'') and the rules or
interpretations of the Commission that modify or supplement those
auditing standards.
* * * * *

0
96. Amend Sec.  240.12b-2 in the definition of ``Significant
subsidiary'' by:
0
a. Revising paragraph (3);
0
b. Adding a Note 1 following paragraph (3) before the Computational
note; and
0
c. Redesignating the Computational note as Computational note 1 to
paragraph (3).
    The revision and addition read as follows:

Sec.  240.12b-2   Definitions.

* * * * *
    Significant subsidiary. * * *
    (3) The registrant's and its other subsidiaries' equity in the
income from continuing operations before income taxes of the subsidiary
exclusive of amounts attributable to any noncontrolling interests
exceeds 10 percent of such income of the registrant and its
subsidiaries consolidated for the most recently completed fiscal year.

    Note 1: A registrant that files its financial statements in
accordance with or provides a reconciliation to U.S. Generally
Accepted Accounting Principles shall make the prescribed tests using
amounts determined under U.S. Generally Accepted Accounting
Principles. A foreign private issuer that files its financial
statements in accordance with IFRS as issued by the IASB shall make
the prescribed tests using amounts determined under IFRS as issued
by the IASB.

* * * * *

0
97. Amend Sec.  240.12g-3 by revising paragraphs (a)(2), (b)(2), and
(c)(2) to read as follows:

Sec.  240.12g-3   Registration of securities of successor issuers under
section 12(b) or 12(g).

    (a) * * *
    (2) All securities of such class are held of record by fewer than
300 persons, or 1,200 persons in the case of a bank; a savings and loan
holding company, as such term is defined in section 10 of the Home
Owners' Loan Act (12 U.S.C. 1461); or a bank holding company, as such
term is defined in section 2 of the Bank Holding Company Act of 1956
(12 U.S.C. 1841); or
* * * * *
    (b) * * *
    (2) All securities of such class are held of record by fewer than
300 persons, or 1,200 persons in the case of a bank; a savings and loan
holding company, as such term is defined in section 10 of the Home
Owners' Loan Act (12 U.S.C. 1461); or a bank holding company, as such
term is defined in section 2 of the Bank Holding Company Act of 1956
(12 U.S.C. 1841); or
* * * * *
    (c) * * *
    (2) All securities of such class are held of record by fewer than
300 persons, or 1,200 persons in the case of a bank; a savings and loan
holding company, as such term is defined in section 10 of the Home
Owners' Loan Act (12 U.S.C. 1461); or a bank holding company, as such
term is defined in section 2 of the Bank Holding Company Act of 1956
(12 U.S.C. 1841); or
* * * * *

0
98. Amend Sec.  240.13a-10 by revising paragraphs (b) and (g)(3) to
read as follows:

Sec.  240.13a-10  Transition reports.

* * * * *
    (b) The report pursuant to this section shall be filed for the
transition period not more than the number of days specified in
paragraph (j) of this section after either the close of the transition
period or the date of the determination to change the fiscal closing
date, whichever is later. The report shall be filed on the form
appropriate for annual reports of the issuer, shall cover the period
from the close of the last fiscal year end and shall indicate clearly
the period covered. The financial statements for the transition period
filed therewith shall be audited. Financial statements, which may be
unaudited, shall be filed for the comparable period of the prior year,
or a footnote, which may be unaudited, shall state for the comparable
period of the prior year, revenues, gross profits, income taxes, income
or loss from continuing operations and net income or loss. The effects
of any discontinued operations as classified under the provisions of
generally accepted accounting principles also shall be shown, if
applicable. Per share data based upon such income or loss and net
income or loss shall be presented in conformity with applicable
accounting standards. Where called for by the time span to be covered,
the comparable period financial statements or footnote shall be
included in subsequent filings.
* * * * *
    (g) * * *
    (3) The report for the transition period shall be filed on Form 20-
F (Sec.  249.220f of this chapter) responding to all items to which
such issuer is required to respond when Form 20-F is used as an annual
report. The financial statements for the transition period filed
therewith shall be audited. The report shall be filed within four
months after either the

close of the transition period or the date on which the issuer made the
determination to change the fiscal closing date, whichever is later.
* * * * *

0
99. Amend Sec.  240.13b2-2 by revising paragraphs (b)(2)(i) and (ii) to
read as follows:

Sec.  240.13b2-2   Representations and conduct in connection with the
preparation of required reports and documents.

* * * * *
    (b) * * *
    (2) * * *
    (i) To issue or reissue a report on an issuer's financial
statements that is not warranted in the circumstances (due to material
violations of generally accepted accounting principles, the standards
of the PCAOB, or other professional or regulatory standards);
    (ii) Not to perform audit, review or other procedures required by
the standards of the PCAOB or other professional standards;
* * * * *

0
100. Amend Sec.  240.15c3-1g by revising paragraphs (b)(1)(i)(A),
(b)(1)(ii)(A) and (E), and (b)(2)(i)(A) and (D) to read as follows:

Sec.  240.15c3-1g   Conditions for ultimate holding companies of
certain brokers or dealers (Appendix G to 17 CFR 240.15c3-1).

* * * * *
    (b) * * *
    (1) * * *
    (i) * * *
    (A) A consolidated balance sheet and income statement (including
notes to the financial statements) for the ultimate holding company and
statements of allowable capital and allowances for market, credit, and
operational risk computed pursuant to paragraph (a) of this appendix G,
except that the consolidated balance sheet and income statement for the
first month of the fiscal year may be filed at a later time to which
the Commission agrees (when reviewing the affiliated broker's or
dealer's application under Sec.  240.15c3-1e(a)). A statement of
comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X of
this chapter) shall be included in place of an income statement, if
required by the applicable generally accepted accounting principles.
* * * * *
    (ii) * * *
    (A) Consolidating balance sheets and income statements for the
ultimate holding company. The consolidating balance sheet must provide
information regarding each material affiliate of the ultimate holding
company in a separate column, but may aggregate information regarding
members of the affiliate group that are not material affiliates into
one column. Statements of comprehensive income (as defined in Sec.
210.1-02 of Regulation S-X) shall be included in place of an income
statement, if required by the applicable generally accepted accounting
principles;
* * * * *
    (E) For a quarter-end that coincides with the ultimate holding
company's fiscal year-end, the ultimate holding company need not
include consolidated and consolidating balance sheets and income
statements (or statements of comprehensive income, as applicable) in
its quarterly reports. The consolidating balance sheet and income
statement (or statement of comprehensive income, as applicable) for the
quarter-end that coincides with the fiscal year-end may be filed at a
later time to which the Commission agrees (when reviewing the
affiliated broker's or dealer's application under Sec.  240.15c3-
1e(a));
* * * * *
    (2) * * *
    (i) * * *
    (A) Consolidated (including notes to the financial statements) and
consolidating balance sheets and income statements for the ultimate
holding company. Statements of comprehensive income (as defined in
Sec.  210.1-02 of Regulation S-X) shall be included in place of income
statements, if required by the applicable generally accepted accounting
principles;
* * * * *
    (D) For a quarter-end that coincides with the ultimate holding
company's fiscal year-end, the ultimate holding company need not
include consolidated and consolidating balance sheets and income
statements (or statements of comprehensive income, as applicable) in
its quarterly reports. The consolidating balance sheet and income
statement (or statement of comprehensive income, as applicable) for the
quarter-end that coincides with the fiscal year-end may be filed at a
later time to which the Commission agrees (when reviewing the
affiliated broker's or dealer's application under Sec.  240.15c3-
1e(a)).
* * * * *

0
101. Amend Sec.  240.15d-2 by revising paragraph (a) to read as
follows:

Sec.  240.15d-2   Special financial report.

    (a) If the registration statement under the Securities Act of 1933
did not contain certified financial statements for the registrant's
last full fiscal year (or for the life of the registrant if less than a
full fiscal year) preceding the fiscal year in which the registration
statement became effective, the registrant shall, within 90 days after
the effective date of the registration statement, file a special report
furnishing certified financial statements for such last full fiscal
year or other period, as the case may be, meeting the requirements of
the form appropriate for annual reports of the registrant. If the
registrant is a foreign private issuer as defined in Sec.  230.405 of
this chapter, then the special financial report shall be filed on the
appropriate form for annual reports of the registrant and shall be
filed by the later of 90 days after the date on which the registration
statement became effective, or four months following the end of the
registrant's latest full fiscal year.
* * * * *

0
102. Amend Sec.  240.15d-10 by revising paragraphs (b) and (g)(3) to
read as follows:

Sec.  240.15d-10   Transition reports.

* * * * *
    (b) The report pursuant to this section shall be filed for the
transition period not more than the number of days specified in
paragraph (j) of this section after either the close of the transition
period or the date of the determination to change the fiscal closing
date, whichever is later. The report shall be filed on the form
appropriate for annual reports of the issuer, shall cover the period
from the close of the last fiscal year end and shall indicate clearly
the period covered. The financial statements for the transition period
filed therewith shall be audited. Financial statements, which may be
unaudited, shall be filed for the comparable period of the prior year,
or a footnote, which may be unaudited, shall state for the comparable
period of the prior year, revenues, gross profits, income taxes, income
or loss from continuing operations and net income or loss. The effects
of any discontinued operations as classified under the provisions of
generally accepted accounting principles also shall be shown, if
applicable. Per share data based upon such income or loss and net
income or loss shall be presented in conformity with applicable
accounting standards. Where called for by the time span to be covered,
the comparable period financial statements or footnote shall be
included in subsequent filings.
* * * * *
    (g) * * *
    (3) The report for the transition period shall be filed on Form 20-
F (Sec.  249.220f of this chapter) responding to all items to which
such issuer is required to

respond when Form 20-F is used as an annual report. The financial
statements for the transition period filed therewith shall be audited.
The report shall be filed within four months after either the close of
the transition period or the date on which the issuer made the
determination to change the fiscal closing date, whichever is later.
* * * * *

0
103. Amend Sec.  240.17a-5 by adding Note 1 to paragraph (d)(2)(i) to
read as follows:

Sec.  240.17a-5  Reports to be made by certain brokers and dealers.

* * * * *
    (d) * * *
    (2) * * *
    (i) * * *

    Note 1 to paragraph (d)(2)(i). If there is other comprehensive
income in the period(s) presented, the financial report must contain
a Statement of Comprehensive Income (as defined in Sec.  210.1-02 of
Regulation S-X of this chapter) in place of a Statement of Income.

* * * * *

0
104. Amend Sec.  240.17a-12 by adding Note 1 to paragraph (b)(2) to
read as follows:

Sec.  240.17a-12   Reports to be made by certain OTC derivatives
dealers.

* * * * *
    (b) * * *
    (2) * * *

    Note 1 to paragraph (b)(2).  If there is other comprehensive
income in the period(s) presented, the financial report must contain
a Statement of Comprehensive Income (as defined in Sec.  210.1-02 of
Regulation S-X of this chapter) in place of a Statement of Income.

* * * * *

0
105. Amend Sec.  240.17g-3 by revising paragraph (a)(1)(i) to read as
follows:

Sec.  240.17g-3  Annual financial and other reports to be filed or
furnished by nationally recognized statistical rating organizations.

    (a) * * *
    (1) * * *
    (i) Include a balance sheet, an income statement (or a statement of
comprehensive income, as defined in Sec.  210.1-02 of Regulation S-X of
this chapter, if required by the applicable generally accepted
accounting principles noted in paragraph (a)(1)(ii) of this section)
and statement of cash flows, and a statement of changes in ownership
equity;
* * * * *

0
106. Amend Sec.  240.17h-1T by adding Note 1 to Paragraph (a)(1)(v) to
read as follows:

Sec.  240.17h-1T   Risk assessment recordkeeping requirements for
associated persons of brokers and dealers.

    (a) * * *
    (1) * * *
    (v) * * *

    Note 1 to paragraph (a)(1)(v). Statements of comprehensive
income (as defined in Sec.  210.1-02 of Regulation S-X of this
chapter) must be included in place of income statements, if required
by the applicable generally accepted accounting principles.

* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
107. 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.
* * * * *

0
108. Amend Sec.  249.210 by revising the section heading to read as
follows:

Sec.  229.210   Form 10, general form for registration of securities
pursuant to section 12(b) or (g) of the Securities Exchange Act of
1934.

* * * * *

0
109. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Revising General Instructions A.(b), D.(a), E.(c), G.(c) and
G.(f)(1);
0
b. Removing Item 3.A.3;
0
c. Revising Instruction 2. of the Instructions to Item 3.A;
0
d. Adding Item 4.A.8;
0
e. Revising Item 5.C;
0
f. Revising Item 8.A.1.(b) and Item 8.A.5;
0
g. Revising Instruction 2 of the Instructions to Items 8.A.2 and 8.A.4;
0
h. Revising Item 9.A.4;
0
i. Revising Item 10.F;
0
j. Removing and reserving Instruction 1 to General Instructions to
Items 11(a), 11(b), 11(c), 11(d), and 11(e);
0
k. Revising Instruction 1 of the Instructions to Item 12;
0
l. Removing Instruction to Item 14.B;
0
m. Removing Item 15T;
0
n. Removing and reserving Instruction 1 to Instructions to Item 16F;
0
o. Revising Instruction to Item 16G;
0
p. Revising Items 17(c)(2)(v) and (vi);
0
q. Removing and reserving Instruction 3 to Item 17;
0
r. Removing Special Instruction for Certain European Issuers to Item
17;
0
s. Revising Instruction 1 to Instruction to Item 18;
0
t. Removing Special Instruction for Certain European Issuers to Item
18; and
0
u. Removing and reserving Instructions 6 and 7 of the Instructions as
to Exhibits.
    The 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.

FORM 20-F

[square] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

OR

[square] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

* * * * *

GENERAL INSTRUCTIONS

A. Who May Use Form 20-F and When It Must be Filed.

* * * * *
    (b) A foreign private issuer must file its annual report on this
Form within four months after the end of the fiscal year covered by the
report.
* * * * *

D. How to File Registration Statements and Reports on this Form.

    (a) You must file the Form 20-F registration statement or annual
report in electronic format via our Electronic Data Gathering and
Retrieval System (EDGAR) in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232). The Form 20-F registration
statement or annual report must be in the English language as required
by Regulation S-T Rule 306 (17 CFR 232.306). You must provide the
signatures required for the Form 20-F registration statement or annual
report in accordance with Regulation S-T Rule 302 (17 CFR 232.302). If
you have EDGAR questions, call the Filer Support Office at (202) 551-
8900.
* * * * *

E. Which Items to Respond to in Registration Statements and Annual
Reports.

* * * * *
    (c) Financial Statements. (1) An Exchange Act registration
statement or annual report filed on this Form must contain the
financial statements and related information specified in Item 18 of
this Form. Note that Items 17 and 18 may require you to file the
financial statements of other entities in certain circumstances. These
circumstances are described in Regulation S-X.
    (2) The issuer's financial statements must be audited in accordance
with the standards of the Public Company

Accounting Oversight Board (United States) (``PCAOB''), and the auditor
must be qualified and independent in accordance with Article 2 of
Regulation S-X. The financial statements of entities other than the
issuer must be audited in accordance with applicable professional
standards. If you have any questions about these requirements, contact
the Office of Chief Accountant in the Division of Corporation Finance
at<PHONE_NUMBER>.
* * * * *

G. First-Time Application of International Financial Reporting
Standards.

* * * * *
    (c) Selected Financial Data. The selected historical financial data
required pursuant to Item 3.A shall be based on financial statements
prepared in accordance with IFRS and shall be presented for the two
most recent financial years.
* * * * *
    (f) Financial Information.
    (1) General. With respect to the financial information of the
issuer required by Item 8.A, all instructions contained in Item 8,
including the instruction requiring audits in accordance with the
standards of the PCAOB, shall apply.
* * * * *

PART I

* * * * *

Item 3. Key Information

* * * * *

Instructions to Item 3.A:

* * * * *
    2. You may present the selected financial data on the basis of the
accounting principles used in your primary financial statements. If you
use a basis of accounting other than IFRS as issued by the IASB,
however, you also must include in this summary any reconciliations of
the data to U.S. generally accepted accounting principles and
Regulation S-X, pursuant to Item 17 or 18 of this Form. For financial
statements prepared using a basis of accounting other than IFRS as
issued by the IASB, you only have to provide selected financial data on
a basis reconciled to U.S. generally accepted accounting principles for
(i) those periods for which you were required to reconcile the primary
annual financial statements in a filing under the Securities Act or the
Exchange Act, and (ii) any interim periods. An issuer that adopted IFRS
as issued by the IASB during the past three years is only required to
provide selected financial data for the periods that it prepared
financial statements in accordance with IFRS as issued by the IASB.
* * * * *

Item 4. Information on the Company

* * * * *
    A. * * *
    8. State that the SEC maintains an internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your internet
address, if available.
* * * * *

Item 5. Operating and Financial Review and Prospects

* * * * *
    C. Research and development, patents and licenses, etc. Provide a
description of the company's research and development policies for the
last three years.
* * * * *

Item 8. Financial Information

* * * * *
    A. * * *
    1. * * *
    (b) statement of comprehensive income (either in a single
continuous financial statement or in two separate but consecutive
financial statements; or a statement of net income if there was no
other comprehensive income);
* * * * *
    5. If the document is dated more than nine months after the end of
the last audited financial year, it should contain consolidated interim
financial statements, which may be unaudited (in which case that fact
should be stated), covering at least the first six months of the
financial year. The interim financial statements should include a
balance sheet, statement of comprehensive income (either in a single
continuous financial statement or in two separate but consecutive
financial statements; or a statement of net income if there was no
other comprehensive income), cash flow statement, and a statement
showing either (i) changes in equity other than those arising from
capital transactions with owners and distributions to owners, or (ii)
all changes in equity (including a subtotal of all non-owner items
recognized directly in equity). Each of these statements may be in
condensed form as long as it contains the major line items from the
latest audited financial statements and includes the major components
of assets, liabilities and equity (in the case of the balance sheet);
income and expenses (in the case of the statement of comprehensive
income) and the major subtotals of cash flows (in the case of the cash
flow statement). The interim financial statements should include
comparative statements for the same period in the prior financial year,
except that the requirement for comparative balance sheet information
may be satisfied by presenting the year end balance sheet. If not
included in the primary financial statements, a note should be provided
analyzing the changes in each caption of shareholders' equity presented
in the balance sheet. The interim financial statements should include
selected note disclosures that will provide an explanation of events
and changes that are significant to an understanding of the changes in
financial position and performance of the enterprise since the last
annual reporting date. If, at the date of the document, the company has
published interim financial information that covers a more current
period than those otherwise required by this standard, the more current
interim financial information must be included in the document.
Companies are encouraged, but not required, to have any interim
financial statements in the document reviewed by an independent
auditor. If such a review has been performed and is referred to in the
document, a copy of the auditor's interim review report must be
provided in the document.
* * * * *

Instructions to Item 8.A.2:

* * * * *
    2. The financial statements of the issuer must be audited in
accordance with the standards of the PCAOB and the auditor must comply
with the Commission standards for auditor independence. Refer to
Article 2 of Regulation S-X, which contains requirements for
qualifications and reports of accountants.
* * * * *

Instructions to Item 8.A.4:

* * * * *
    2. The additional requirement that financial statements be no older
than 12 months at the date of filing applies only in those limited
cases where a nonpublic company is registering its initial public
offering of securities. A company may comply with only the 15-month
requirement in this item if the company is able to represent that it is
not required to comply with the 12-month requirement in any other
jurisdiction outside the United States

and that complying with the 12-month requirement is impracticable or
involves undue hardship. File this representation as an exhibit to the
registration statement.
* * * * *

Item 9. The Offer and Listing.

* * * * *
    A. * * *
    4. Identify the principal host market(s) and principal market(s)
outside the principal host market and corresponding trading symbol(s)
for those markets for each class of the registrant's common equity. If
significant trading suspensions occurred in the prior three years, they
shall be disclosed. If the securities are not regularly traded in an
organized market, information shall be given about any lack of
liquidity.
* * * * *

Item 10. Additional Information.

* * * * *

F. Dividends and paying agents. Disclose the date on which the
entitlement to dividends arises, if known, and any procedures for
nonresident holders to claim dividends. Identify the financial
organizations which, at the time of admission of shares to official
listing, are the paying agents of the company in the countries where
admission has taken place or is expected to take place.

* * * * *

Item 11. Quantitative and Qualitative Disclosure About Market Risk.

* * * * *

Item 12. Description of Securities Other than Equity Securities.

* * * * *

Instructions to Item 12:

    1. Except for Item 12.D.3. and Item 12.D.4, you do not need to
provide the information called for by this Item if you are using this
form as an annual report.
* * * * *

Item 16F. Change in Registrant's Certifying Accountant.

* * * * *

Item 16G. Corporate Governance.

* * * * *

Instructions to Item 16G:

    Item 16G only applies to annual reports, and not to registration
statements on Form 20-F. Registrants should provide a brief and general
discussion, rather than a detailed, item-by-item analysis.
* * * * *

Item 17. Financial Statements.

* * * * *
    (c) * * *
    (2) * * *
    (v) Issuers that prepare financial statements on a basis of
accounting other than U.S. generally accepted accounting principles
that are furnished for a business acquired or to be acquired pursuant
to Sec.  210.3-05 of this chapter may omit the disclosures specified by
paragraphs (c)(2)(i), (c)(2)(ii), and (c)(2)(iii) of this Item if the
conditions specified in the definition of a significant subsidiary in
Sec.  210.1-02(w) of this chapter do not exceed 30 percent. Issuers
that prepare financial statements using IFRS as issued by the IASB that
are furnished pursuant to Sec.  210.3-05 may omit the disclosures
specified by paragraphs (c)(2)(i), (c)(2)(ii), and (c)(2)(iii) of this
Item regardless of the size of the business acquired or to be acquired.
    (vi) Issuers that prepare financial statements on a basis of
accounting other than U.S. generally accepted accounting principles
that are furnished for a less-than-majority-owned investee pursuant to
Sec.  210.3-09 of this chapter may omit the disclosures specified by
paragraphs (c)(2)(i), (c)(2)(ii), and (c)(2)(iii) of this Item if the
first and third conditions specified in the definition of a significant
subsidiary in Sec.  210.1-02(w) of this chapter do not exceed 30
percent. Issuers that prepare financial statements using IFRS as issued
by the IASB that are furnished pursuant to Sec.  210.3-09 may omit the
disclosures specified by paragraphs (c)(2)(i), (c)(2)(ii), and
(c)(2)(iii) of this Item regardless of the size of the investee.
* * * * *

Item 18. Financial Statements.

* * * * *

Instructions to Item 18:

    1. All of the instructions to Item 17 also apply to this Item.
* * * * *

0
110. Amend Form 40-F (referenced in Sec.  249.240f) by revising the
first paragraph of General Instruction D.(7) to read as follows:

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

FORM 40-F

[square] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

OR

[square] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

* * * * *

GENERAL INSTRUCTIONS

* * * * *

D. Application of General Rules and Regulations

* * * * *
    (7) A filer must file the Form 40-F registration statement or
annual report in electronic format via the Commission's Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system in accordance with
the EDGAR rules set forth in Regulation S-T (17 CFR part 232). For
assistance with EDGAR questions, call the Filer Support Office at (202)
551-8900.
* * * * *

0
111. Amend Form 10-K (referenced in Sec.  249.310) by:
0
a. Removing and reserving paragraph J.(1)(e) of the General
Instructions; and
0
b. Revising paragraph J.(1)(f) of the General Instructions.
    The revisions read as follows:

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

FORM 10-K

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

GENERAL INSTRUCTIONS

* * * * *
    J. * * *
    (1) * * *
    (f) Item 5, Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities;
* * * * *

0
112. Amend Form 11-K (referenced in Sec.  249.311) by revising
paragraph 2 of Required Information to read as follows:

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

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

* * * * *

REQUIRED INFORMATION

* * * * *
    2. An audited statement of comprehensive income (either in a single
continuous financial statement or in two separate but consecutive
financial statements; or a statement of net income if there was no
other comprehensive income) and changes in plan equity for each of the
latest three fiscal years of the plan (or such lesser period as the
plan has been in existence).
* * * * *

Form 10-D (referenced in Sec.  249.312) [Amended]

0
113. Amend Form 10-D (referenced in Sec.  249.312) by removing and
reserving Item 5.

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

0
114. Amend the Form X-17A-5 Part II (FOCUS Report) (referenced in Sec.
249.617) by:
0
 a. Revising under the heading ``Statement of Financial Condition''
paragraph 29 by redesignating current paragraphs 29.E and F as
paragraphs 29.F and G, respectively and adding a new paragraph 29.E;
and
0
b. Revising the heading ``Statement of Income (Loss)'' and under that
heading, revising the subheading ``Net Income'', removing and reserving
paragraphs 32, 32.a and 33, revising paragraph 34, redesignating
current paragraph 35 as paragraph 37, adding new paragraph 35 and
paragraphs 35.a and 36, and revising newly redesignated paragraph 37.
    The revisions and additions read as follows:

    Note: The text of Form X-17A-5 Part II does not, and this
amendment will not, appear in the Code of Federal Regulations.

[GRAPHIC] [TIFF OMITTED] TR04OC18.002

0
115. Amend the Form X-17A-5 Part II (FOCUS Report) (referenced in Sec.
249.617) General Instructions by:
0
a. Revising the heading ``Statement of Income (Loss)'' and removing
from under that heading the subheadings ``Extraordinary Items'' and
``Effect of Changes in Accounting Principles'' and their related text;
and
0
 b. Revising under the heading ``Statement of Changes in Ownership
Equity (Sole Proprietorship, Partnership or Corporation)'' the text
related to the

subheading ``Net Income (Loss) For Period''.
    The revisions read as follows:

    Note:  The text of Form X-17A-5 Part II does not, and this
amendment will not, appear in the Code of Federal Regulations.

FORM X-17A-5 PART II

(FOCUS Report)

GENERAL INSTRUCTIONS

* * * * *

STATEMENT OF INCOME (LOSS) or STATEMENT OF COMPREHENSIVE INCOME

(as defined in Sec.  210.1-02 of Regulation S-X), as applicable

    If there are no items of other comprehensive income in the period
presented, the broker or dealer is not required to report comprehensive
income.
* * * * *

STATEMENT OF CHANGES IN OWNERSHIP EQUITY

(SOLE PROPRIETORSHIP, PARTNERSHIP OR CORPORATION)

* * * * *

Net Income (Loss) for Period

    Report the amount of net income (loss) for the period reported on
the Statement of Income (Loss) or Statement of Comprehensive Income, as
applicable.
* * * * *

0
116. Amend the Form X-17A-5 Part IIA (FOCUS Report) (referenced in
Sec.  249.617) by:
0
a. Revising under the heading ``Statement of Financial Condition for
Noncarrying, Nonclearing and Certain other Brokers or Dealers''
paragraph 23 by redesignating current paragraphs 23.E and F as
paragraphs 23.F and G, respectively and adding a new paragraph 23.E;
and
0
b. Revising the heading ``Statement of Income (Loss)'' and under that
heading, revising the subheading ``Net Income'', removing and reserving
paragraphs 20, 20.a and 21, revising paragraph 22, redesignating
current paragraph 23 as paragraph 25, adding new paragraph 23 and
paragraphs 23.a and 24, and revising newly redesignated paragraph 25.
    The revisions and additions read as follows:

    Note:  The text of Form X-17A-5 Part IIA does not, and this
amendment will not, appear in the Code of Federal Regulations.

BILLING CODE 8011-01-P

[GRAPHIC] [TIFF OMITTED] TR04OC18.003

BILLING CODE 8011-01-C

0
117. Amend the Form X-17A-5 Part IIA (FOCUS Report) (referenced in
Sec.  249.617) General Instructions by:
0
 a. Revising the heading ``Statement of Income (Loss)'' and removing
from under that heading paragraphs 20 and 21; and
0
 b. Revising under the heading ``Statement of Changes in Ownership
Equity (Sole Proprietorship, Partnership or Corporation)'' the text
related to the subheading ``Net Income (Loss) For Period''.
    The revisions read as follows:

    Note: The text of Form X-17A-5 Part IIA does not, and this
amendment will not, appear in the Code of Federal Regulations.

FORM X-17A-5 PART IIA

(FOCUS Report)

GENERAL INSTRUCTIONS

* * * * *

STATEMENT OF INCOME (LOSS) or STATEMENT OF COMPREHENSIVE INCOME

(as defined in Sec.  210.1-02 of Regulation S-X), as applicable

    If there are no items of other comprehensive income in the period
presented, the broker or dealer is not required to report comprehensive
income.
* * * * *

STATEMENT OF CHANGES IN OWNERSHIP EQUITY

(SOLE PROPRIETORSHIP, PARTNERSHIP OR CORPORATION)

* * * * *

Net Income (Loss) for Period

    Report the amount of net income (loss) for the period reported on
the Statement of Income (Loss) or Statement of Comprehensive Income, as
applicable.
* * * * *

0
118. Amend the Form X-17A-5 Part IIB (FOCUS Report) (referenced in
Sec.  249.617) by:
0
 a. Revising under the heading ``Statement of Financial Condition for
OTC Derivatives Dealers'' paragraph 28 by redesignating current
paragraphs 28.E and F as paragraphs 28.F and G, respectively and adding
a new paragraph 28.E; and
0
 b. Revising the heading ``Statement of Income (Loss)'' and under that
heading, revising the subheading ``Net Income'', removing and reserving
paragraphs 29, 29.a and 30, revising paragraph 31, redesignating
current paragraph 32 as paragraph 34. adding new paragraph 32 and
paragraphs 32.a and 33, and revising newly redesignated paragraph 34.
    The revisions and additions read as follows:

    Note:  The text of Form X-17A-5 Part IIB does not, and this
amendment will not, appear in the Code of Federal Regulations.

BILLING CODE 8011-01-P

[GRAPHIC] [TIFF OMITTED] TR04OC18.004

BILLING CODE 8011-01-C

0
119. Amend the Form X-17A-5 Part III (FOCUS Report) (referenced in
Sec.  249.617) by revising under the heading ``Oath or Affirmation''
checkbox (c) to read as follows:

    Note: The text of Form X-17A-5 Part III does not, and this
amendment will not, appear in the Code of Federal Regulations.

ANNUAL AUDITED REPORT

FORM X-17A-5

PART III

* * * * *

OATH OR AFFIRMATION

* * * * *
[square] (c) Statement of Income (Loss) or, if there is other
comprehensive income in the period(s) presented, a Statement of
Comprehensive Income (as defined in Sec.  210.1-02 of Regulation S-X).
* * * * *

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

0
120. 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
121. Amend Form N-5 (referenced in Sec. Sec.  239.24 and 274.5) by
revising Item 3(i) 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.

FORM N-5

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

* * * * *
PART I. INFORMATION REQUIRED IN REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
* * * * *
Item 3. Policies with Respect to Security Investments.
* * * * *
    (i) Whether the registrant and its investment adviser and principal
underwriter have adopted codes of ethics under Rule l 7j-1 of the
Investment Company Act of 1940 [17 CFR 270.17j-1] and whether these
codes of ethics permit personnel subject to the codes to invest in
securities, including securities that may be purchased or held by the
registrant. Also explain that these codes of ethics are available on
the EDGAR Database on the Commission's internet site at http://www.sec.gov, and that copies of these codes of ethics may be obtained,
after paying a duplicating fee, by electronic request at the following
Email address: [email protected].
* * * * *

0
122. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by:
0
a. Revising Item 1.(b)(3);
0
b. Revising Instruction 3.(c)(ii) to Item 3 and Instruction 2.(a)(ii)
to Item 27.(d)(1); and
0
c. Removing Item 27.(d)(3)(iii) and redesignating current Item
27.(d)(3)(iv) as Item 27.(d)(3)(iii).
    The revisions 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

* * * * *
[square] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
[square] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
* * * * *

PART A--INFORMATION REQUIRED IN PROSPECTUS

* * * * *

Item 1. Front and Back Cover Pages

* * * * *
    (b) * * *
    (3) State that reports and other information about the Fund are
available on the EDGAR Database on the Commission's internet site at
http://www.sec.gov, and that copies of this information may be
obtained, after paying a duplicating fee, by electronic request at the
following Email address: [email protected].
* * * * *

Item 3. Risk/Return Summary: Fee Table

* * * * *

Instructions

* * * * *
    3. * * *
    (c) * * *
    (ii) ``Other Expenses'' do not include extraordinary expenses.--
``Extraordinary expenses'' refers to expenses that are distinguished by
their unusual nature and by the infrequency of occurrence. Unusual
nature means the expense has a high degree of abnormality and is
clearly unrelated to, or only incidentally related to, the ordinary and
typical activities of the fund, taking into account the environment in
which the fund operates. Infrequency of occurrence means the expense is
not reasonably expected to recur in the foreseeable future, taking into
consideration the environment in which the fund operates. The
environment of a fund includes such factors as the characteristics of
the industry or industries in which it operates, the geographical
location of its operations, and the nature and extent of governmental
regulation. If extraordinary expenses were incurred that materially
affected the Fund's ``Other Expenses,'' disclose in a footnote to the
table what ``Other Expenses'' would have been had the extraordinary
expenses been included.
* * * * *

Item 27. Financial Statements

* * * * *
    (d) * * *
    (1) * * *

Instructions

* * * * *
    2. * * *
    (a) * * *
    (ii) For purposes of this Item 27(d)(1), ``Other Expenses'' include
extraordinary expenses. ``Extraordinary expenses'' refers to expenses
that are distinguished by their unusual nature and by the infrequency
of occurrence. Unusual nature means the expense has a high degree of
abnormality and is clearly unrelated to, or only incidentally related
to, the ordinary and typical activities of the fund, taking into
account the environment in which the fund operates. Infrequency of
occurrence means the expense is not reasonably expected to recur in the
foreseeable future, taking into consideration the environment in which
the fund operates. The environment of a fund includes such factors as
the characteristics of the industry or industries in which it operates,
the geographical location of its operations, and the nature and extent
of governmental regulation. If extraordinary expenses were incurred
that materially affected the Fund's ``Other Expenses,'' the Fund may
disclose in a footnote to the Example what ``actual expenses'' would
have been had the extraordinary expenses not been included.
* * * * *
    (3). Statement Regarding Availability of Quarterly Portfolio
Schedule. A statement that: (i) The Fund files its complete schedule of
portfolio holdings with the Commission for the first and third quarters
of each fiscal year on Form N-Q; (ii) the Fund's Forms N-Q are
available on the Commission's

website at http://www.sec.gov; and (iii) if the Fund makes the
information on Form N-Q available to shareholders on its website or