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), per share data
based upon such income (loss), 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
Article 3 of Regulation S-X (part 210 of this chapter).
* * * * *
    (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 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 of this chapter) is required.
* * * * *
0
58. Amend Sec.  229.303 by:
0
a. Revising the introductory text of paragraph (a);
0
b. Revising paragraph (b)(2);
0
c. Redesignating paragraphs 1, 2, 3, 4, 5, 6, and 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),
respectively.
0
d. Removing and reserving newly redesignated Instruction 5 to paragraph
(b); and
0
e. 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 section 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 or geographic information or of other subdivisions of the
registrant's business would be appropriate to an understanding of such
business, the discussion shall focus on each relevant, reportable
segment, geographic area, 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.
    Instructions to paragraph (b) of Item 303.
* * * * *
    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
59. Amend Sec.  229.503 by:
0
a. Revising the section heading;
0
b. Removing paragraph (d) and the Instructions to paragraph 503(d); and
0
c. Removing paragraph (e).
    The revision reads as follows:

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

* * * * *
0
60. 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.
* * * * *

Sec.  229.601   [Amended]

0
61. 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), (12), (19), and (22);
0
e. Removing and reserving paragraph (b)(26); and
0
f. Removing paragraph (c).
0
62. 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
63. 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
64. 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
65. Amend Sec.  230.158 by:
0
a. Revising the section heading and paragraph (a)(1) introductory text;
0
b. Designating as Note to paragraph (a) the undesignated text between
paragraphs (a)(2)(ii) and (b) and revising it; and
0
c. Designating as Note to paragraph (b) the undesignated text between
paragraphs (b)(2) and (c).
    The revisions read as follows:

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

    (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 to paragraph (a). A subsidiary issuing debt securities
guaranteed by its parent will be deemed to have met the requirements
of paragraph (a) of this section if the parent's statements of
comprehensive income (as defined in Sec.  210.1-02 of Regulation S-X
of this chapter) 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 paragraph (a) of this
section may otherwise be sufficient for purposes of the last
paragraph of section 11(a) of the Act.

* * * * *
0
66. Amend Sec.  230.405 by revising paragraphs (1) and (3) of the
definition of Significant subsidiary to 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 exceeds 10
percent of such income of the registrant and its subsidiaries
consolidated for the most recently completed fiscal year.
* * * * *
0
67. 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
68. 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, 80a-37, and Sec. 71003 and Sec.
84001, Pub. L. 114-94, 129 Stat. 1312, unless otherwise noted.
* * * * *

Sec.  239.11  [Amended]

0
69. Amend Form S-1 (referenced in Sec.  239.11) by:
0
a. Revising the heading of Item 3; and

0
b. Revising Item 12.(b)(2)(ii).
    The revisions 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.

* * * * *
    (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).
* * * * *

Sec.  239.13  [Amended]

0
70. Amend Form S-3 (referenced in Sec.  239.13) by:
0
a. Revising General Instruction I.B.2;
0
b. Revising the heading of Item 3; and
0
c. Revising Item 12.(c)(2)(ii).
    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).
* * * * *

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.
* * * * *

Sec.  239.18  [Amended]

0
71. Amend Form S-11 (referenced in Sec.  239.18) by:
0
a. Revising the heading of Item 3; and
0
b. Revising Item 29.(b)(2)(ii).
    The revisions 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).
* * * * *

Sec.  239.25  [Amended]

0
72. Amend Form S-4 (referenced in Sec.  239.25) by:
0
a. Revising the heading of Item 3; and
0
b. Revising Items 11.(c)(2) and 13.(d)(2).
    The revisions 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.
* * * * *

Sec.  239.31  [Amended]

0
73. 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 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 (Sec.  210 of this chapter).
    c. [Reserved]
    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).
* * * * *

Sec.  239.33  [Amended]

0
74. 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
(202) 551-8900.
* * * * *
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.
* * * * *

Sec.  239.34  [Amended]

0
75. 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.
    (b) * * *
    (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.
* * * * *

Sec.  239.36  [Amended]

0
76. 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>.
* * * * *

Sec.  239.37  [Amended]

0
77. 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>.
* * * * *

Sec.  239.38  [Amended]

0
78. 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>.
* * * * *

Sec.  239.40  [Amended]

0
79. 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>.
* * * * *

Sec.  239.41  [Amended]

0
80. 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>.
* * * * *

Sec.  239.44  [Amended]

0
81. 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.
* * * * *

Sec.  239.45  [Amended]

0
82. 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.
* * * * *

Sec.  239.90  [Amended]

0
83. 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 8011-11-P

[GRAPHIC] [TIFF OMITTED] TP04AU16.001

[GRAPHIC] [TIFF OMITTED] TP04AU16.002

BILLING CODE 8011-11-C

PART II--INFORMATION REQUIRED IN OFFERING CIRCULAR

* * * * *

Item 7. Description of Business

    (a) * * *
    (1) * * *
    (iii) [Reserved]
* * * * *
    (b) [Reserved]
* * * * *

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.
* * * * *

Sec.  239.91  [Amended]

0
84. 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.
* * * * *

Sec.  239.92  [Amended]

0
85. 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.
    (c) * * *
    (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
86. 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, 78dd, 78ll, 78mm,
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.,
and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350;
and Pub. L. 111-203, 939A, 124 Stat. 1376 (2010), unless otherwise
noted.

* * * * *
0
87. 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
88. 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 Items 304(a)(2)(D) and 304(a)(3)
of Regulation S-K, Sec. Sec.  229.304(a)(2)(D) and 229.304(a)(3) of
this chapter, 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 and the rules or interpretations of the Commission that
modify or supplement those auditing standards.
* * * * *
0
89. Amend Sec.  240.12b-2 by:
0
a. Revising the introductory text of paragraph (3) of the definition of
Significant subsidiary; and
0
b. Redesignating the Computational note following paragraph (3) as
Computational note to paragraph (3).
    The revision reads 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 exclusive of
amounts attributable to any non-controlling interests exceeds 10
percent of such income of the registrant and its subsidiaries
consolidated for the most recently completed fiscal year.
* * * * *
0
90. 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
91. 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 Public Company Accounting Oversight Board, or other professional
or regulatory standards);
    (ii) Not to perform audit, review or other procedures required by
the standards of the Public Company Accounting Oversight Board or other
professional standards;
* * * * *

Sec.  240.14a-101  [Amended]

0
92. Amend Sec.  240.14a-101 by:
0
a. Removing paragraph (c) from Item 10. Compensation Plans and the
Instructions to paragraph (c) of Item 10. Compensation Plans; and
0
b. Removing the undesignated center heading ``Instructions'' following
paragraph (b)(2)(ii)(G) and adding in its place ``Instructions to Item
10''.
0
93. Amend Sec.  240.15c3-1g by revising paragraphs (b)(1)(i)(A),
(b)(1)(ii)(A), (b)(1)(ii)(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 section,
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 of this chapter) 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 of this chapter) 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
94. 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
95. 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
96. Amend Sec.  240.17a-5 by adding a Note 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 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
97. Amend Sec.  240.17a-12 by adding a Note to paragraph (b)(2) to read
as follows:

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

* * * * *

    (b) Annual filing of audited financial statements. * * *
    (2) * * *

    Note 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
98. 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
99. Amend Sec.  240.17h-1T by adding a Note 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 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
100. 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; and Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309,
unless otherwise noted.

* * * * *

Sec.  249.220f  [Amended]

0
101. 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. Removing and reserving Instruction 3 to Item 17;
0
q. Removing Special Instruction for Certain European Issuers to Item
17;
0
r. Revising Instruction 1 to Instruction to Item 18;
0
s. Removing Special Instruction for Certain European Issuers to Item
18; and
0
t. 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

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

OR

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 U.S. and 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 host and principal market(s) and 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.

* * * * *

General Instructions to Items 11(a), 11(b), 11(c), 11(d), and 11(e).

    1. [Reserved]
* * * * *

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.

* * * * *

Instructions to Item 16F:

    1. [Reserved]
* * * * *

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.

* * * * *

Instructions:

* * * * *
    3. [Reserved]
* * * * *

Item 18. Financial Statements.

* * * * *
    Instructions to Item 18:
    1. All of the instructions to Item 17 also apply to this Item.
* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
    6. [Reserved]
    7. [Reserved]
* * * * *

Sec.  249.240f  [Amended]

0
102. 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.
* * * * *

Sec.  249.310  [Amended]

0
103. Amend Form 10-K (referenced in Sec.  249.310) by:
0
a. Reserving paragraph J.(1)(e) of the General Instructions; and
0
b. Revising paragraph J.(1)(f) of the General Instructions and Item 12.
    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) * * *
    (e) [Reserved]
    (f) Item 5, Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities;
* * * * *

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

    Furnish the information required by Item 403 of Regulation S-K
(Sec.  229.403 of this chapter).
* * * * *

Sec.  249.311  [Amended]

0
104. 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).
* * * * *

Sec.  249.312  [Amended]

0
105. 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.

Sec.  249.617  [Amended]

0
106. 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] TP04AU16.003

Sec.  249.617  [Amended]

0
107. 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.
* * * * *

Sec.  249.617  [Amended]

0
108. 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.

[GRAPHIC] [TIFF OMITTED] TP04AU16.004

Sec.  249.617  [Amended]

0
109. 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.
* * * * *

Sec.  249.617  [Amended]

0
110. 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.

[GRAPHIC] [TIFF OMITTED] TP04AU16.005

Sec.  249.617  [Amended]

0
111. 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 AFFIMRATION

* * * * *
    [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
112. 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 Public Law 111-203,
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

Sec. Sec.  239.24 and 274.5  [Amended]

0
113. 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_ADDRESS>* * * * *

Sec. Sec.  239.15A and 274.11A  [Amended]

0
114. 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

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

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 Web site at http://www.sec.gov; and (iii)
if the Fund makes the information on Form N-Q available to shareholders
on its Web site or upon request, a description of how the information
may be obtained from the Fund.
* * * * *

Sec. Sec.  239.14 and 274.11a-1  [Amended]

0
115. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by:
0
a. Revising Item 18.15; and
0
b. Revising Instruction 6.b to Item 24.
    The revisions read as follows:

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

FORM N-2

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

PART B--INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

* * * * *

Item 18. Management.

* * * * *
    15. Codes of Ethics: Provide a brief statement disclosing whether
the Registrant and its investment adviser and principal underwriter
have adopted codes of ethics under Rule 17j-1 of the 1940 Act [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 in the statement 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_ADDRESS>* * * * *

Item 24. Financial Statements

    * * *

Instructions

    * * *
    6. * * *
    b. a statement that: (i) The Registrant 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 Registrant's Forms
N-Q are available on the Commission's Web site at http://www.sec.gov;
and (iii) if the Registrant makes the information on Form N-Q available
to shareholders on its Web site or upon request, a description of how
the information may be obtained from the Registrant.
* * * * *

Sec. Sec.  239.17a and 274.11b  [Amended]

0
116. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b) by:
0
a. Revising Instruction 4.(c)(i) to Item 3.(a);
0
b. Revising Item 20.(m); and
0
c. Removing Instruction 6.(ii)(C) to Item 28.(a) and redesignating
current Instruction 6.(ii)(D) to Item 28.(a) as Instruction 6.(ii)(C)
to Item 28.(a).
    The revisions read as follows:

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

FORM N-3

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

PART A--INFORMATION REQUIRED IN A PROSPECTUS

* * * * *

Item 3. Synopsis or Highlights

* * * * *

Instructions

* * * * *
    4. * * *
    (c) * * *
    (i) ``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 Registrant's ``Other Expenses,'' the Registrant should
disclose in the narrative following the table what the ``Other
Expenses'' would have been had extraordinary expenses been included.
* * * * *

Item 20. Management

* * * * *
    (m) Provide a brief statement disclosing whether the Registrant and
its investment adviser and principal underwriter have adopted codes of
ethics under Rule 17j-1 of the 1940 Act [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 in the statement 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_ADDRESS>* * * * *

Item 28. Financial Statements

    (a) * * *

Instructions

    (6) * * *
    (ii) a statement that: (A) The Registrant files its complete
schedule of portfolio holdings with the Commission for the first and
third quarters of each fiscal year on Form N-Q; (B) the Registrant's
Forms N-Q are available on the Commission's Web site at http://www.sec.gov; and (C) if the Registrant makes the information on Form N-
Q available to contractowners on its Web site or upon request, a
description of how the information may be obtained from the Registrant;
* * * * *

Sec. Sec.  239.17b and 274.11c  [Amended]

0
117. Amend Form N-4 (referenced in Sec. Sec.  239.17b and 274.11c) by:

0
a. Revising Item 1.(a)(v); and
0
b. Revising Instruction 17.(b) to Item 3(a).
    The revisions read as follows:

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

FORM N-4

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

INFORMATION REQUIRED IN A PROSPECTUS

* * * * *

Item 1. Cover Page

    (a) * * *
    (v) a statement or statements that: (A) The prospectus sets forth
the information about the Registrant that a prospective investor ought
to know before investing; (B) the prospectus should be kept for future
reference; (C) additional information about the Registrant has been
filed with the Commission and is available upon written or oral request
without charge (This statement should explain how to obtain the
Statement of Additional Information, whether any of it has been
incorporated by reference into the prospectus, and where the table of
contents of the Statement of Additional Information appears in the
prospectus. If the Registrant intends to disseminate its prospectus
electronically, also include the information that the Commission
maintains a Web site (http://www.sec.gov) that contains the Statement
of Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically with
the Commission.);
* * * * *

Item 3. Synopsis

* * * * *

Instructions

* * * * *
    17. * * *
    (b) ``Total Annual [Portfolio Company] Operating 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 by
any portfolio company that would, if included, materially affect the
minimum or maximum amounts shown in the table, disclose in a footnote
to the table what the minimum and maximum ``Total Annual [Portfolio
Company] Operating Expenses'' would have been had the extraordinary
expenses been included.
* * * * *

Sec. Sec.  239.17c and 274.11d  [Amended]

0
118. Amend Form N-6 (referenced in Sec. Sec.  239.17c and 274.11d) by
revising Item 1.(b)(3) and Instruction 4.(c) to Item 3 to read as
follows:

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

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

* * * * *

PART A: INFORMATION REQUIRED IN A PROSPECTUS

* * * * *

Item 1. Front and Back Cover Pages

* * * * *
    (b) * * *
    (3) State that reports and other information about the Registrant
are available on the Commission's Internet site at http://www.sec.gov.
* * * * *

Item 3. Risk/Benefit Summary: Fee Table

* * * * *
    Instructions.
* * * * *
    4. * * *
    (c) ``Total Annual [Portfolio Company] Operating 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 by
any Portfolio Company that would, if included, materially affect the
minimum or maximum amounts shown in the table, disclose in a footnote
to the table what the minimum and maximum ``Total Annual [Portfolio
Company] Operating Expenses'' would have been had the extraordinary
expenses been included.
* * * * *

Sec.  274.12  [Amended]

0
119. Amend Form N-8B-2 (referenced in Sec.  274.12) by revising Item
52.(e) to read as follows:

    Note:  The text of Form N-8B-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM N-8B-2

REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE CURRENTLY
ISSUING SECURITIES

* * * * *
VII
POLICY OF REGISTRANT
    52. * * *
    (e) Provide a brief statement disclosing whether the trust and its
principal underwriter have adopted codes of ethics under rule 17j-l of
the Act [17 CFR 270.l7j- l] 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 trust. 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_ADDRESS>* * * * *

    By the Commission.

    Dated: July 13, 2016.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-16964 Filed 8-3-16; 8:45 am]
 BILLING CODE 8011-01-P