`[Federal Register Volume 76, Number 156 (Friday, August 12, 2011)]
[Rules and Regulations]
[Pages 50117-50123]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-20413]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 210, 229, 230, 239, 240, 249, 270, and 274

[Release Nos. 33-9250; 34-65052; IC-29748]


Commission Rules and Forms Related to the FASB's Accounting 
Standards Codification

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
adopting technical amendments to various rules and forms under the 
Securities Act of 1933, the Securities Exchange Act of 1934, and the 
Investment Company Act of 1940. These revisions are necessary to 
conform those rules and forms to the FASB Accounting Standards 
Codification\TM\ (``FASB Codification'').\1\ The technical amendments 
include revision of certain rules in Regulation S-X, certain items in 
Regulation S-K, and various rules and forms prescribed under the 
Securities Act, Exchange Act and Investment Company Act.
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    \1\ ``FASB Accounting Standards Codification'' is a registered 
trademark of the Financial Accounting Foundation.

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DATES: Effective Date: August 12, 2011.

FOR FURTHER INFORMATION CONTACT: Jenifer Minke-Girard, Senior Associate 
Chief Accountant, or Annemarie Ettinger, Senior Special Counsel, at 
(202) 551-5300, Office of the Chief Accountant, or Angela Crane, 
Associate Chief Accountant, at (202) 551-3400, Division of Corporation 
Finance, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are adopting technical amendments to each 
of the following provisions of

[[Page 50118]]

Regulation S-X,\2\ Regulation S-K,\3\ and the rules and forms under the 
Securities Act of 1933 \4\ (the ``Securities Act''), the Securities 
Exchange Act of 1934 \5\ (the ``Exchange Act''), and the Investment 
Company Act of 1940 \6\ (the ``Investment Company Act''):
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    \2\ 17 CFR 210.
    \3\ 17 CFR 229.
    \4\ 15 U.S.C. 77a et seq. Additionally, the Commission has 
authorized the staff to issue technical amendments to Industry 
Guides 3 and 7 to conform the guides to the FASB Codification. The 
Industry Guides serve as expressions of the policies and practices 
of the Division of Corporation Finance. They are of assistance to 
issuers, their counsel, and others preparing registration statements 
and reports, as well as to the Commission's staff. The Industry 
Guides are not rules, regulations, or statements of the Commission. 
The Commission has neither approved nor disapproved these 
interpretations. See Release No. 33-6384 (Mar. 16, 1982) [47 FR 
11476].
    \5\ 15 U.S.C. 78a et seq.
    \6\ 15 U.S.C. 80a-1 et seq.
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     Rules 1-02, 4-01, 4-08, 4-10, and 10-01 of Regulation S-
X.\7\
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    \7\ 17 CFR 210.1-02, 210.4-01, 210.4-08, 210.4-10, and 210.10-
01.
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     Items 101, 201, 302, 303, 305, 402, 503, 601, and 1204 of 
Regulation S-K.\8\
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    \8\ 17 CFR 229.101, 229.201, 229.302, 229.303, 229.305, 229.402, 
229.601, and 229.1204.
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     Securities Act Rule 175.\9\
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    \9\ 17 CFR 230.175.
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     Securities Act Forms S-4 and 1-A.\10\
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    \10\ 17 CFR 239.25 and 239.90.
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     Exchange Act Rules 3b-6 and 17h-1T.\11\
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    \11\ 17 CFR 240.3b-6 and 240.17h-1T.
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     Exchange Act Forms 20-F, 40-F, 8-K, and 17-H.\12\
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    \12\ 17 CFR 249.220f, 249.240f, 249.308, and 249.328T.
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     Investment Company Act Rule 3a-8.\13\
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    \13\ 17 CFR 270.3a-8.
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     Investment Company Act Forms N-1A, N-3, N-4, and N-6.\14\
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    \14\ 17 CFR 239.15A and 274.11A; 17 CFR 239.17a and 274.11b; 17 
CFR 239.17b and 274.11c; and 17 CFR 239.17c and 274.11d.
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I. Background

    Section 108 of the Sarbanes-Oxley Act of 2002 \15\ (the ``Sarbanes-
Oxley Act'') amended Section 19(b) of the Securities Act \16\ to 
provide that the Commission may recognize, as generally accepted for 
purposes of the securities laws, any accounting principles established 
by a standard-setting body that meets specified criteria. On April 25, 
2003, the Commission issued a policy statement concluding that the 
Financial Accounting Standards Board (``FASB'') and its parent 
organization, the Financial Accounting Foundation, satisfied the 
criteria for an accounting standard-setting body under the Sarbanes-
Oxley Act, and recognizing the FASB's financial accounting and 
reporting standards as ``generally accepted'' for purposes of the 
Federal securities laws.\17\
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    \15\ 15 U.S.C. 7201 et seq.
    \16\ 15 U.S.C. 77s(b).
    \17\ See Commission Statement of Policy Reaffirming the Status 
of the FASB as a Designated Private-Sector Standard Setter, Release 
No. 33-8221 (April 25, 2003) [68 FR 23333].
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    On June 30, 2009, the FASB issued FASB Statement of Financial 
Accounting Standards No. 168, The FASB Accounting Standards 
Codification\TM\ and the Hierarchy of Generally Accepted Accounting 
Principles--a replacement of FASB Statement No. 162 (``Statement No. 
168''), to establish the FASB Codification as the source of 
authoritative non-Commission accounting principles recognized by the 
FASB to be applied by nongovernmental entities in the preparation of 
financial statements in conformity with U.S. generally accepted 
accounting principles (``U.S. GAAP''). Statement No. 168 became 
effective for financial statements issued for interim and annual 
periods ending after September 15, 2009. The FASB Codification 
reorganizes existing U.S. accounting and reporting standards issued by 
the FASB and other related private-sector standard setters. All 
guidance contained in the FASB Codification carries an equal level of 
authority.\18\
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    \18\ The FASB Codification is available at http://asc.fasb.org/home.
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    The FASB Codification affects those Commission rules, regulations, 
releases, and staff bulletins (collectively referred to in this release 
as ``Commission rules and staff guidance'') that refer to specific FASB 
standards or other private sector standard-setter literature under U.S. 
GAAP, because such references are now superseded by the FASB 
Codification. As is discussed further below, on August 18, 2009, the 
Commission issued interpretive guidance \19\ to avoid confusion on the 
part of issuers, auditors, investors, and other users of financial 
statements about the use of U.S. GAAP references in Commission rules 
and staff guidance.
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    \19\ Release No. 33-9062A (Aug. 18, 2009) [74 FR 42772].
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II. Discussion

    Many parts of Commission rules and staff guidance include direct 
references to specific standards under U.S. GAAP. For example, 
Regulation S-X--which, together with the Commission's Financial 
Reporting Releases, sets forth the form and content of and requirements 
for financial statements required to be filed with the Commission 
\20\--includes references to specific standards under U.S. GAAP.\21\ In 
addition, some parts of Commission rules and staff guidance outside of 
the financial statement context include references to specific 
standards under U.S. GAAP, such as in Item 402 of Regulation S-K 
regarding disclosure of executive compensation.\22\
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    \20\ See 17 CFR 210.1-01.
    \21\ See, e.g., Rule 1-02(u) of Regulation S-X [17 CFR 210.1-
02(u)], which defines the term ``related parties'' by reference to 
FASB Statement of Financial Accounting Standards No. 57, Related 
Party Disclosures.
    \22\ See 17 CFR 229.402.
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    In its August 18, 2009 interpretive release, the Commission noted 
that given the possible confusion between Commission rules and staff 
guidance, on the one hand, and the FASB's Codification, on the other 
hand, effective immediately, references in Commission rules and staff 
guidance to specific standards under U.S. GAAP should be understood to 
mean the corresponding reference in the FASB Codification. In the 
August 18, 2009 release, the Commission stated that it intended to 
embark on a longer term rulemaking and updating initiative to revise 
comprehensively specific references to specific standards under U.S. 
GAAP in the Commission's rules and staff guidance. This release is a 
result of that initiative with respect to the Commission's rules and 
forms.\23\
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    \23\ References to U.S. GAAP in Commission staff guidance in the 
codification of Staff Accounting Bulletins have been updated as a 
result of SAB No. 114 issued on March 7, 2011, available at http://www.sec.gov/interps/account/sab114.pdf. In addition, the Commission 
is adopting a technical amendment to the heading of Part 210 of the 
Code of Federal Regulations to remove a reference to the Public 
Utility Holding Company Act of 1935, which was repealed by the 
Energy Policy Act of 2005. Public Law 109-58 Sec.  1263, 119 Stat. 
624, 974 (2005).
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    Most of the technical amendments in this release result from a 
straightforward conversion of the prior U.S. GAAP reference to the 
corresponding reference in the FASB Codification. For a few specific 
references, the specific U.S. GAAP standard referenced in the 
Commission rule or form was superseded by the FASB prior to the 
establishment of the FASB Codification. In these instances, the 
particular term referenced in the Commission rule or form is no longer 
used in U.S. GAAP, or has a meaning different than under the prior 
referenced standard. In these instances, these amendments either delete 
the prior U.S. GAAP reference without replacement where it is no longer 
needed, or incorporates directly into the Commission rule or form the 
definition that had been used in the now-superseded standard in U.S.

[[Page 50119]]

GAAP, as appropriate. All of the changes are technical in nature and 
none of the changes are intended to represent a substantive change in 
the underlying rules or forms.

III. Certain Findings

    Under the Administrative Procedure Act, a notice of proposed 
rulemaking is not required when the agency, for good cause, finds that 
notice and public comment are impracticable, unnecessary, or contrary 
to the public interest.\24\ These amendments are technical changes to 
eliminate obsolete terminology and revise reporting and disclosure 
requirements as necessary to achieve consistency between the 
Commission's compliance requirements and the FASB Codification. Because 
no one is likely to want to comment on such non-substantive, technical 
amendments, the Commission finds that it is unnecessary to publish 
notice of these amendments.\25\
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    \24\ 5 U.S.C. 553(b).
    \25\ For similar reasons, the amendments do not require analysis 
under the Regulatory Flexibility Act or analysis of major rule 
status under the Small Business Regulatory Enforcement Fairness Act. 
See 5 U.S.C. 601(2) (for purposes of Regulatory Flexibility Act 
analysis, the term ``rule'' means any rule for which the agency 
publishes a general notice of proposed rulemaking); and 5 U.S.C. 
804(3)(C) (for purposes of Congressional review of agency 
rulemaking, the term ``rule'' does not include any rule of agency 
organization, procedure or practice that does not substantially 
affect the rights or obligations of non-agency parties).
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    The Administrative Procedure Act also requires publication of a 
rule at least 30 days before its effective date unless the agency finds 
otherwise for good cause.\26\ Because the amendments are non-
substantive, and no affected parties would need time to learn of the 
changes and modify their practices, the Commission finds there is good 
cause for the amendments to take effect on August 12, 2011.
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    \26\ See 5 U.S.C. 553(d)(3).
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IV. Consideration of Competitive Effects of Amendments

    Section 23(a)(2) of the Exchange Act requires the Commission, in 
adopting rules under the Exchange Act, to consider the competitive 
effects of such rules, if any, and to refrain from adopting a rule that 
would impose a burden on competition not necessary or appropriate in 
furtherance of the purposes of the Exchange Act.\27\ Because these 
amendments merely make technical changes to update references to 
applicable paragraphs, subtopics, or topics in the FASB Codification, 
we do not anticipate any competitive advantages or disadvantages will 
be created.
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    \27\ 15 U.S.C. 78w(a)(2).
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V. Statutory Basis and Text of Amendments

    We are adopting these technical amendments pursuant to Sections 6, 
7, 10, and 19 of the Securities Act,\28\ Sections 3, 10, 12, 13, 14, 
15, 17, and 23 of the Exchange Act,\29\ and Sections 8, 20(a), 24, 30, 
and 38 of the Investment Company Act.\30\
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    \28\ 15 U.S.C. 77f, 77g, 77j, and 77s(a).
    \29\ 15 U.S.C. 78c, 78j, 78l, 78m, 78n, 78o, 78q, and 78w.
    \30\ 15 U.S.C. 80a-8, 80a-20, 80a-24, 80a-29, and 80a-37.
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List of Subjects

17 CFR Part 210

    Accountants, Accounting, Reporting and recordkeeping requirements, 
Securities.

17 CFR Parts 229, 239, and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Advertising, Reporting and recordkeeping requirements, Securities.

17 CFR Part 240

    Brokers, Reporting and recordkeeping requirements, Securities.

17 CFR Parts 270 and 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

Text of Amendments

    For the reasons set out in the preamble, Title 17, Chapter II, of 
the Code of Federal Regulations is amended as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL 
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 
1934, INVESTMENT COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF 
1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

0
1. The authority citation for Part 210 continues to read as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77aa(25), 77aa(26), 77nn(25), 77nn(26), 78c, 78j-1, 78l, 78m, 78n, 
78o(d), 78q, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30, 
80a-31, 80a-37(a), 80b-3, 80b-11, 7202, and 7262, unless otherwise 
noted.


0
2. The part heading is revised to read as shown above.


Sec.  210.1-02  [Amended]

0
3. In Sec.  210.1-02 amend paragraph (u) by removing ``the Glossary to 
Statement of Financial Accounting Standards No. 57, `Related Party 
Disclosures' '' and adding in its place ``the FASB ASC Master 
Glossary''.


Sec.  210.4-01  [Amended]

0
4. In Sec.  210.4-01:
0
a. Amend paragraph (a)(3)(i) introductory text by removing ``Statement 
of Financial Accounting Standards No. 123 (revised 2004), Share-Based 
Payment (`Statement No. 123R')'' and adding in its place ``FASB ASC 
Topic 718, Compensation--Stock Compensation'' and by removing 
``Statement No. 123R'' and adding in its place ``FASB ASC Topic 718''.
0
b. Amend paragraph (a)(3)(ii) by removing ``both Statement No. 123R and 
Statement of Financial Accounting Standards No. 123, Accounting for 
Stock-Based Compensation (October 1995),'' and adding in its place 
``FASB ASC Topic 718 and prior authoritative guidance''.


Sec.  210.4-08  [Amended]

0
5. In Sec.  210.4-08:
0
a. Amend paragraph (h)(3) by removing ``Statement of Financial 
Accounting Standards 109, Accounting for Income Taxes'' and adding in 
its place ``FASB ASC Topic 740, Income Taxes''.
0
b. Amend Instruction 1(i) to the Instructions to Paragraph (n) by 
removing ``Financial Accounting Standards Board (`FASB'), Statement of 
Financial Accounting Standards No. 119, `Disclosure about Derivative 
Financial Instruments and Fair Value of Financial Instruments,' (`FAS 
119') paragraphs 5-7, (October 1994)'' and adding in its place ``FASB 
ASC Master Glossary''.
0
c. Amend Instruction 2 to the Instructions to Paragraph (n) by removing 
``has the same meaning as defined by generally accepted accounting 
principles (see, e.g., FAS 119, paragraph 9a (October 1994))'' and 
adding in its place ``means dealing and other trading activities 
measured at fair value with gains and losses recognized in earnings''.
0
d. Amend Instruction 3 of the Instructions to Paragraph (n) by removing 
``(see, e.g., FASB, Statement of Financial Accounting Standards No. 80, 
`Accounting for Futures Contracts,' paragraph 9, (August 1984))''.


Sec.  210.4-10  [Amended]

0
6. In Sec.  210.4-10 amend paragraph (b) by removing ``Statement of 
Financial

[[Page 50120]]

Accounting Standards No. 19, as amended'' and adding in its place 
``FASB ASC Topic 932, Extractive Activities--Oil and Gas''.


Sec.  210.10-01  [Amended]

0
7. In Sec.  210.10-01:
0
a. Amend paragraph (a)(7) by removing ``Statement of Financial 
Accounting Standards No. 7, `Accounting and Reporting by Development 
Stage Enterprises' '' and adding in its place ``FASB ASC Topic 915, 
Development Stage Entities,''.
0
b. Amend paragraph (b)(5) by removing ``disposed of any significant 
segment of its business (as defined in paragraph 13 of Accounting 
Principles Board Opinion No. 30)'' and adding in its place ``reported a 
discontinued operation (as required by FASB ASC Subtopic 205-20, 
Presentation of Financial Statements--Discontinued Operations)''.

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

0
8. The authority citation for Part 229 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 777iii, 
77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 
80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; and 18 U.S.C. 
1350, unless otherwise noted.
* * * * *


Sec.  229.101  [Amended]

0
9. In Sec.  229.101 amend Instruction 2 of the Instructions to Item 101 
by removing ``SFAS No. 131'' and adding in its place ``FASB ASC Topic 
280, Segment Reporting,''.


Sec.  229.201  [Amended]

0
10. In Sec.  229.201 amend Instruction 1 of the Instructions to 
Paragraph (d) by removing ``Statement of Financial Accounting Standards 
No. 123, Accounting for Stock-Based Compensation, or any successor 
standard'' and adding in its place ``FASB ASC Topic 718, Compensation--
Stock Compensation, and FASB ASC Subtopic 505-50, Equity--Equity-Based 
Payments to Non-Employees''.


Sec.  229.302  [Amended]

0
11. In Sec.  229.302:
0
a. Amend paragraph (b) by removing ``paragraphs 9-34 of Statement of 
Financial Accounting Standards (`SFAS') No. 69, `Disclosures about Oil 
and Gas Producing Activities.' If such oil and gas producing activities 
are regarded as significant under one or more of the tests set forth in 
paragraph 8 of SFAS No. 69.'' and adding in its place ``FASB ASC Topic 
932, Extractive Activities--Oil and Gas, if such oil and gas producing 
activities are regarded as significant under one or more of the tests 
set forth in FASB ASC Subtopic 932-235, Extractive Activities--Oil and 
Gas--Notes to Financial Statements, for `Significant Activities.' ''.
0
b. Amend Instruction 1 of the Instructions to paragraph (b) by removing 
``SFAS No. 69'' each time it appears and adding in its place ``FASB ASC 
Subtopic 932-235''.


Sec.  229.303  [Amended]

0
12. In Sec.  229.303:
0
a. Amend paragraph (a)(4)(ii)(A) by removing ``paragraph 3 of FASB 
Interpretation No. 45, Guarantor's Accounting and Disclosure 
Requirements for Guarantees, Including Indirect Guarantees of 
Indebtedness of Others (November 2002) (`FIN 45'), as may be modified 
or supplemented, and that is not excluded from the initial recognition 
and measurement provisions of FIN 45 pursuant to paragraphs 6 or 7 of 
that Interpretation'' and adding in its place ``FASB ASC paragraph 460-
10-15-4 (Guarantees Topic), as may be modified or supplemented, and 
that is not excluded from the initial recognition and measurement 
provisions of FASB ASC paragraphs 460-10-15-7, 460-10-25-1, and 460-10-
30-1''.
0
b. Amend paragraph (a)(4)(ii)(C) by removing ``FASB Statement of 
Financial Accounting Standards No. 133, Accounting for Derivative 
Instruments and Hedging Activities (June 1998), pursuant to paragraph 
11(a) of that Statement'' and adding in its place ``FASB ASC Topic 815, 
Derivatives and Hedging, pursuant to FASB ASC subparagraph 815-10-15-
74(a)''.
0
c. Amend paragraph (a)(4)(ii)(D) by removing ``as referenced in FASB 
Interpretation No. 46, Consolidation of Variable Interest Entities 
(January 2003)'' and adding in its place ``as defined in the FASB ASC 
Master Glossary''.
0
d. Amend paragraph (a)(5)(ii)(A) by removing ``FASB Statement of 
Financial Accounting Standards No. 47 Disclosure of Long-Term 
Obligations (March 1981)'' and adding in its place ``FASB ASC paragraph 
470-10-50-1 (Debt Topic)''.
0
e. Amend paragraph (a)(5)(ii)(B) by removing ``FASB Statement of 
Financial Accounting Standards No. 13 Accounting for Leases (November 
1976)'' and adding in its place ``FASB ASC Topic 840, Leases''.
0
f. Amend paragraph (a)(5)(ii)(C) by removing ``FASB Statement of 
Financial Accounting Standards No. 13 Accounting for Leases (November 
1976)'' and adding in its place ``FASB ASC Topic 840''.
0
g. Amend Instruction 8 of the Instructions to paragraph 303(a) by 
removing ``Statement of Financial Accounting Standards No. 89, 
`Financial Reporting and Changing Prices' '' and adding in its place 
``FASB ASC Topic 255, Changing Prices,''.
0
h. Amend Instruction 9 of the Instructions to paragraph 303(a) by 
removing ``SFAS No. 89, `Financial Reporting and Changing Prices,' '' 
and adding in its place ``FASB ASC Topic 255''.


Sec.  229.305  [Amended]

0
13. In Sec.  229.305:
0
a. Amend Instruction 1.C. of the Instructions to paragraph 305(a) by 
removing ``FASB, Statement of Financial Accounting Standards No. 52, 
`Foreign Currency Translation', (`FAS 52') paragraph 20 (December 
1981)'' and adding in its place ``FASB ASC Master Glossary''.
0
b. Amend Instruction 2.B.vi. of the Instructions to paragraph 305(a) by 
removing ``FAS 52 paragraph 20 (December 1981)'' and adding in its 
place ``FASB ASC paragraph 830-20-35-3 (Foreign Currency Matters 
Topic)''.
0
c. Amend Instruction 2.E. of the Instructions to paragraph 305(a) by 
removing ``(see, e.g., FAS 52 Appendix E for a definition of currency 
swap)''.
0
d. Amend Instruction 3.B. of the Instructions to paragraph 305(a) by 
removing ``FASB, Statement of Financial Accounting Standards No. 5, 
`Accounting for Contingencies,' (`FAS 5') paragraph 3 (March 1975)'' 
and adding in its place ``FASB ASC Master Glossary''.
0
e. Amend Instruction 3.C. of the Instructions to paragraph 305(a) by 
removing ``generally AICPA, Statement of Position 94-6, `Disclosure of 
Certain Significant Risks and Uncertainties,' (`SOP 94-6') at paragraph 
7 (December 30, 1994)'' and adding in its place ``FASB ASC Master 
Glossary''.
0
f. Amend Instruction 3.E. of the Instructions to paragraph 305(a) by 
removing ``FAS 52'' and adding in its place ``FASB ASC Topic 830, 
Foreign Currency Matters''.
0
g. Amend Instruction 4.B. of the Instructions to paragraph 305(a) by 
removing ``FAS 5, paragraph 3 (March

[[Page 50121]]

1975)'' and adding in its place ``FASB ASC Master Glossary''.
0
h. Amend Instruction 4.C. of the Instructions to paragraph 305(a) by 
removing ``generally SOP 94-6, at paragraph 7 (December 30, 1994)'' and 
adding in its place ``FASB ASC Master Glossary''.
0
i. Amend Instruction 4.D. of the Instructions to paragraph 305(a) by 
removing ``FAS 52'' and adding in its place ``FASB ASC Topic 830, 
Foreign Currency Matters''.
0
j. Amend Instruction 3.A. of the General Instructions to paragraphs 
305(a) and 305(b) by removing ``FASB, Statement of Financial Accounting 
Standards No. 119, `Disclosure about Derivative Financial Instruments 
and Fair Value of Financial Instruments,' (`FAS 119') paragraphs 5-7 
(October 1994)'' and adding in its place ``FASB ASC Master Glossary''.
0
k. Amend Instruction 3.B. of the General Instructions to paragraphs 
305(a) and 305(b) by removing ``FASB, Statement of Financial Accounting 
Standards No. 107, `Disclosures about Fair Value of Financial 
Instruments,' (`FAS 107') paragraphs 3 and 8 (December 1991)'' and 
adding in its place ``FASB ASC paragraph 825-10-50-8 (Financial 
Instruments Topic)''.
0
l. Amend Instruction 3.C.ii. of the General Instructions to paragraphs 
305(a) and 305(b) by removing ``FAS 107, paragraph 8 (December 1991)'' 
and adding in its place ``FASB ASC paragraph 825-10-50-8''.
0
m. Amend Instruction 5.C. of the General Instructions to paragraphs 
305(a) and 305(b) by removing ``FASB Interpretation No. 39, `Offsetting 
of Amounts Related to Certain Contracts' (March 1992)'' and adding in 
its place ``FASB ASC Subtopic 210-20, Balance Sheet--Offsetting''.
0
n. Amend Instruction 5.E. of the General Instructions to paragraphs 
305(a) and 305(b) by removing ``generally SOP 94-6, at paragraph 7 
(December 30, 1994)'' and adding in its place ``FASB ASC Master 
Glossary''.
0
o. Amend Instruction 5.F. of the General Instructions to paragraphs 
305(a) and 305(b) by removing ``FAS 5, paragraph 3 (March 1975)'' and 
adding in its place ``FASB ASC Master Glossary''.
0
p. Amend Instruction 7 of the General Instructions to paragraphs 305(a) 
and 305(b) by removing ``has the same meaning as defined by generally 
accepted accounting principles (see, e.g., FAS 119, paragraph 9a 
(October 1994))'' and adding in its place ``means dealing and other 
trading activities measured at fair value with gains and losses 
recognized in earnings'', and by removing ``(see, e.g., FASB, Statement 
of Financial Accounting Standards No. 80, `Accounting for Futures 
Contracts,' paragraph 9, (August 1984))''.


Sec.  229.402  [Amended]

0
14. In Sec.  229.402:
0
a. Amend paragraph (a)(6)(iii) by removing ``Financial Accounting 
Standards Board Statement of Financial Accounting Standards No. 123 
(revised 2004), Share-Based Payment, as modified or supplemented (`FAS 
123R')'' and adding in its place ``FASB ASC Topic 718, Compensation--
Stock Compensation''.
0
b. Amend paragraphs (a)(6)(iv), (c)(2)(ix)(C), (d)(2)(viii), 
(e)(1)(iii), (k)(2)(vii)(C), (m)(5)(iv), (n)(2)(ix)(C), and 
(r)(2)(vii)(C) by removing ``FAS 123R'' each time it appears and adding 
in its place ``FASB ASC Topic 718''.
0
c. Amend the Instruction to Item 402(k)(2)(iii) and (iv) by removing 
``FAS 123R'' and adding in its place ``FASB ASC Topic 718''.
0
d. Amend paragraph (m)(5)(iii) by removing ``Financial Accounting 
Standards Board Statement of Financial Accounting Standards No. 123 
(revised 2004), Share-Based Payment, as modified or supplemented (`FAS 
123R')'' and adding in its place ``FASB ASC Topic 718''.


Sec.  229.503  [Amended]

0
15. In Sec.  229.503 amend paragraph 1.(C) of the Instructions to 
paragraph 503(d) by removing ``SFAS 71'' and adding in its place ``FASB 
ASC Topic 980, Regulated Operations,''.


Sec.  229.601  [Amended]

0
16. In Sec.  229.601 amend paragraph (b)(11) by removing ``on both 
primary and fully diluted basis'' and by removing ``even though the 
amounts of per share earnings on the fully diluted bases are not 
required to be presented in the income statement under the provisions 
of Accounting Principles Board Opinion No. 15. That Opinion provides 
that any reduction of less than 3% need not be considered as dilution 
(see footnote to paragraph 14 of the Opinion) and that a computation on 
the fully diluted basis which results in improvement of earnings per 
share not be taken into account (see paragraph 40 of the Opinion)'' and 
adding in its place ``on both a basic and diluted basis''.


Sec.  229.1204  [Amended]

0
17. In Sec.  229.1204:
0
a. Amend Instruction 4 to Item 1204 by removing ``SFAS 69'' and adding 
in its place ``FASB ASC paragraph 932-235-50-24 (Extractive 
Activities--Oil and Gas Topic)''.
0
b. Amend Instruction 5 to Item 1204 by removing ``SFAS 69'' and adding 
in its place ``FASB ASC Topic 932, Extractive Activities--Oil and 
Gas''.

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

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

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w, 
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, 
unless otherwise noted.
* * * * *


Sec.  230.175  [Amended]

0
19. In Sec.  230.175 amend paragraph (b)(2)(ii) by removing 
``paragraphs 30-34 of Statement of Financial Accounting Standards No. 
69'' and adding in its place ``FASB ASC paragraphs 932-235-50-29 
through 932-235-50-36 (Extractive Activities--Oil and Gas Topic)''.

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

0
20. The authority citation for Part 239 continues to read, in part, as 
follows:

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

0
21. In Form S-4 (referenced in Sec.  239.25):

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

0
a. Amend paragraph (b)(3) of Item 10 by removing ``where one or more 
business combinations accounted for by the pooling of interest method 
of accounting have been consummated'' and adding in its place ``where a 
combination under common control has been consummated''.
0
b. Amend paragraph (c)(1)(iii) of Item 12 by removing ``consummation of 
one or more business combinations accounted for by the pooling of 
interest method of accounting'' and adding in its place ``combination 
under common control''.

0
22. In Form 1-A (referenced in Sec.  239.90):

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

0
a. Amend the INSTRUCTION to the Cover Page for Offering Circular Model 
A by removing ``Statement of Financial

[[Page 50122]]

Accounting Standards No. 7 (June 1, 1975).'' and adding in its place 
``the FASB ASC Master Glossary for a `development stage entity.' ''.
0
b. Amend paragraph (4)(c)(ii) to Part F/S by removing ``pooling of 
interests'' and adding in its place ``combination under common 
control''.

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

0
23. The authority citation for Part 240 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78p, 78q, 
78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 
80b-3, 80b-4, 80b-11, and 7201 et seq.; 18 U.S.C. 1350; 12 U.S.C. 
5221(e)(3); and 7 U.S.C. 2(c)(2)(E), unless otherwise noted.
* * * * *


Sec.  240.3b-6  [Amended]

0
24. In Sec.  240.3b-6 amend paragraph (b)(2)(ii) by removing 
``paragraphs 30-34 of Statement of Financial Accounting Standards No. 
69'' and adding in its place ``FASB ASC paragraphs 932-235-50-29 
through 932-235-50-36 (Extractive Activities--Oil and Gas Topic)''.


Sec.  240.17h-1T  [Amended]

0
25. In Sec.  240.17h-1T amend paragraph (a)(1)(vii) by removing the 
parenthetical phrase ``(as those terms are used in Statement of 
Financial Accounting Standards No. 105)'' and removing ``(as that term 
is used in Statement of Financial Accounting Standards No. 105)'' and 
adding in its place ``(defined as the possibility that a loss may occur 
from the failure of another party to perform according to the terms of 
a contract)''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
26. The authority citation for Part 249 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C. 
1350, unless otherwise noted.
* * * * *

0
27. In Form 20-F (referenced in Sec.  249.220f):

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

0
a. Amend paragraph (a) of Item 5.E.2 by removing ``paragraph 3 of FASB 
Interpretation No. 45, Guarantor's Accounting and Disclosure 
Requirements for Guarantees, Including Indirect Guarantees of 
Indebtedness of Others (November 2002) (`FIN 45'), as may be modified 
or supplemented, excluding the types of guarantee contracts described 
in paragraphs 6 and 7 of FIN 45'' and adding in its place ``FASB ASC 
paragraph 460-10-15-4 (Guarantees Topic), as may be modified or 
supplemented, excluding the types of guarantee contracts described in 
FASB ASC paragraphs 460-10-15-7, 460-10-25-1, and 460-10-30-1''.
0
b. Amend paragraph (d) of Item 5.E.2 by removing ``referenced in FASB 
Interpretation No. 46, Consolidation of Variable Interest Entities 
(January 2003)'' and adding in its place ``defined in the FASB ASC 
Master Glossary''.
0
c. Amend Instruction 1.C. of the Instructions to Item 11(a) by removing 
``FASB, Statement of Financial Accounting Standards No. 52, `Foreign 
Currency Translation', (`FAS 52') paragraph 20 (December 1981)'' and 
adding in its place ``FASB ASC Master Glossary''.
0
d. Amend Instruction 2.B.vi. of the Instructions to Item 11(a) by 
removing ``FAS 52 paragraph 20 (December 1981)'' and adding in its 
place ``FASB ASC paragraph 830-20-35-3 (Foreign Currency Matters 
Topic)''.
0
e. Amend Instruction 2.E. of the Instructions to Item 11(a) by removing 
``(see, e.g., FAS 52 Appendix E for a definition of currency swap)''.
0
f. Amend Instruction 3.B. of the Instructions to Item 11(a) by removing 
``FASB, Statement of Financial Accounting Standards No. 5, `Accounting 
for Contingencies, ' (`FAS 5') paragraph 3 (March 1975)'' and adding in 
its place ``FASB ASC Master Glossary''.
0
g. Amend Instruction 3.C. of the Instructions to Item 11(a) by removing 
``generally AICPA, Statement of Position 946, `Disclosure of Certain 
Significant Risks and Uncertainties,' (`SOP 94-6') at paragraph 7 
(December 30, 1994)'' and adding in its place ``FASB ASC Master 
Glossary''.
0
h. Amend Instruction 3.E. of the Instructions to Item 11(a) by removing 
``FAS 52'' and adding in its place ``FASB ASC Topic 830, Foreign 
Currency Matters''.
0
i. Amend Instruction 4.B. of the Instructions to Item 11(a) by removing 
``FAS 5, paragraph 3 (March 1975)'' and adding in its place ``FASB ASC 
Master Glossary''.
0
j. Amend Instruction 4.C. of the Instructions to Item 11(a) by removing 
``generally SOP 94-6, at paragraph 7 (December 30, 1994)'' and adding 
in its place ``FASB ASC Master Glossary''.
0
k. Amend Instruction 4.D. of the Instructions to Item 11(a) by removing 
``FAS 52'' and adding in its place ``FASB ASC Topic 830, Foreign 
Currency Matters''.
0
l. Amend Instruction 3.A. of the General Instructions to Items 11(a) 
and 11(b) by removing ``FASB, Statement of Financial Accounting 
Standards No. 119, `Disclosure about Derivative Financial Instruments 
and Fair Value of Financial Instruments,' (`FAS 119') paragraphs 5-7 
(October 1994)'' and adding in its place ``FASB ASC Master Glossary''.
0
m. Amend Instruction 3.B. of the General Instructions to Items 11(a) 
and 11(b) by removing ``FASB, Statement of Financial Accounting 
Standards No. 107, `Disclosures about Fair Value of Financial 
Instruments,' (`FAS 107') paragraphs 3 and 8 (December 1991)'' and 
adding in its place ``FASB ASC paragraph 825-10-50-8 (Financial 
Instruments Topic)''.
0
n. Amend Instruction 3.C.ii. of the General Instructions to Items 11(a) 
and 11(b) by removing ``FAS 107, paragraph 8 (December 1991)'' and 
adding in its place ``FASB ASC paragraph 825-10-50-8''.
0
o. Amend Instruction 5.C. of the General Instructions to Items 11(a) 
and 11(b) by removing ``FASB Interpretation No. 39, `Offsetting of 
Amounts Related to Certain Contracts' (March 1992)'' and adding in its 
place ``FASB ASC Subtopic 210-20, Balance Sheet--Offsetting''.
0
p. Amend Instruction 5.E. of the General Instructions to Items 11(a) 
and 11(b) by removing ``generally SOP 946, at paragraph 7 (December 30, 
1994)'' and adding in its place ``FASB ASC Master Glossary''.
0
q. Amend Instruction 5.F. of the General Instructions to Items 11(a) 
and 11(b) by removing ``FAS 5, paragraph 3 (March 1975)'' and adding in 
its place ``FASB ASC Master Glossary''.
0
r. Amend Instruction 7 of the General Instructions to Items 11(a) and 
11(b) by removing ``has the same meaning as defined by generally 
accepted accounting principles (see, e.g., FAS 119, paragraph 9a 
(October 1994))'' and adding in its place ``means dealing and other 
trading activities measured at fair value with gains and losses 
recognized in earnings'' and by removing ``(see, e.g., FASB, Statement 
of Financial Accounting Standards No. 80, `Accounting for Futures 
Contracts,' paragraph 9, (August 1984))''.
0
s. Amend Instruction 3 of the Instructions to Item 17 by removing 
``SFAS No. 131'' the first time it appears and adding in its place 
``FASB ASC Topic 280, Segment Reporting'' and by removing ``SFAS No. 
131'' the second time it appears and adding in its place ``FASB ASC 
Topic 280''.

[[Page 50123]]

0
t. Amend paragraph 2 of the Instruction to Item 18 by removing ``FASB 
Statement of Accounting Standards No. 69, `Disclosures about Oil and 
Gas Producing Activities,' '' and adding in its place ``FASB ASC Topic 
932, Extractive Activities--Oil and Gas,''.

0
28. In Form 40-F (referenced in Sec.  249.240f):

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

0
a. Amend paragraph (11)(ii)(A) in General Instruction B by removing 
``paragraph 3 of FASB Interpretation No. 45, Guarantor's Accounting and 
Disclosure Requirements for Guarantees, Including Indirect Guarantees 
of Indebtedness of Others (November 2002) (`FIN 45'), as may be 
modified or supplemented, excluding the types of guarantee contracts 
described in paragraphs 6 and 7 of FIN 45'' and adding in its place 
``FASB ASC paragraph 460-10-15-4 (Guarantees Topic), as may be modified 
or supplemented, excluding the types of guarantee contracts described 
in FASB ASC paragraphs 460-10-15-7, 460-10-25-1, and 460-10-30-1''.
0
b. Amend paragraph (11)(ii)(D) in General Instruction B by removing 
``referenced in FASB Interpretation No. 46, Consolidation of Variable 
Interest Entities (January 2003)'' and adding in its place ``defined in 
the FASB ASC Master Glossary''.

0
29. In Form 8-K (referenced in Sec.  249.308):

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

0
a. Amend paragraph (e) of Item 2.03 by removing ``Accounting Research 
Bulletin No. 43, Chapter 3A, Working Capital'' and adding in its place 
``FASB ASC paragraph 210-10-45-3 (Balance Sheet Topic)''.
0
b. Amend paragraph (c) of Item 2.04 by removing ``FASB Statement of 
Financial Accounting Standards No. 5 Accounting for Contingencies (SFAS 
No. 5)'' and adding in its place ``FASB ASC Section 450-20-25, 
Contingencies--Loss Contingencies--Recognition,''.
0
c. Amend Instruction 4 of Item 2.04 by removing ``SFAS No. 5'' and 
adding in its place ``FASB ASC Section 450-20-25''.
0
d. Amend the first paragraph of Item 2.05 by removing ``paragraph 8 of 
FASB Statement of Financial Accounting Standards No. 146 Accounting for 
Costs Associated with Exit or Disposal Activities (SFAS No. 146)'' and 
adding in its place ``FASB ASC paragraph 420-10-25-4 (Exit or Disposal 
Cost Obligations Topic)''.
0
e. Amend paragraph (a) of Item 4.02 by removing ``Accounting Principles 
Board Opinion No. 20'' and adding in its place ``FASB ASC Topic 250, 
Accounting Changes and Error Corrections''.
0
30. In Form 17-H (referenced in Sec.  249.328T) amend Item II.K. of 
Part II by removing ``as defined in Statement of Financial Accounting 
Standards No. 105''.

    Note:  The text of Form 17-H does not, and this amendment will 
not, appear in the Code of Federal Regulations.

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

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

    Authority:  15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-
39, unless otherwise noted.
* * * * *


Sec.  270.3a-8  [Amended]

0
32. Amend paragraph (b)(9) of Sec.  270.3a-8 by removing ``expenses as 
defined in FASB Statement of Financial Accounting Standards No. 2, 
Accounting for Research and Development Costs'' and adding in its place 
``costs as defined in FASB ASC Topic 730, Research and Development''.

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

0
33. The authority citation for Part 274 continues to read, in part, as 
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.
* * * * *

0
34. In Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A):

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

0
a. Amend Instruction 3(c)(ii) of the Instructions to Item 3 by removing 
``Accounting Principles Board Opinion No. 30'' and adding in its place 
``FASB ASC Subtopic 225-20, Income Statement--Extraordinary and Unusual 
Items''.
0
b. Amend Instruction 2(a)(ii) of the Instructions to paragraph (d)(1) 
of Item 27 by removing ``Accounting Principles Board Opinion No. 30'' 
and adding in its place ``FASB ASC Subtopic 225-20, Income Statement--
Extraordinary and Unusual Items''.

0
35. In Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b) amend 
Instruction 15(a) of the General Instructions to paragraph (a) of Item 
3 by removing ``Accounting Principles Board Opinion No. 30'' and adding 
in its place ``FASB ASC Subtopic 225-20, Income Statement--
Extraordinary and Unusual Items''.

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


0
36. In Form N-4 (referenced in Sec. Sec.  239.17b and 274.11c) amend 
Instruction 17.(b) of the General Instructions to paragraph (a) of Item 
3 by removing ``Accounting Principles Board Opinion No. 30'' and adding 
in its place ``FASB ASC Subtopic 225-20, Income Statement--
Extraordinary and Unusual Items''.

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


0
37. In Form N-6 (referenced in Sec. Sec.  239.17c and 274.11d) amend 
Instruction 4(c) of the Instructions to Item 3 by removing ``Accounting 
Principles Board Opinion No. 30'' and adding in its place ``FASB ASC 
Subtopic 225-20, Income Statement--Extraordinary and Unusual Items''.

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


    Dated: August 8, 2011.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-20413 Filed 8-11-11; 8:45 am]
BILLING CODE 8011-01-P`