Federal Register, Volume 76, Number 149, August 3, 2011, Pages 46595-47054 Page: 46,617

Federal Register/Vol. 76, No. 149 /Wednesday, August 3, 2011 /Rules and Regulations

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
a 3. 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, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 781, 78m, 78n,
78n-1, 780, 78u-5, 78w, 7811, 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.
229.10 [Amended]
a 4. Effective December 31, 2012,
amend 229.10 by:
a. Removing the penultimate sentence
from paragraph (c) introductory text;
b. Removing from the first sentence in
paragraph (c)(1)(i) the acronym
"NRSRO" and adding in its place the
phrase "nationally recognized statistical
rating organization (NRSRO)"; and
a c. Removing the last sentence from
paragraph (c)(1)(i).
PART 230-GENERAL RULES AND
REGULATIONS, SECURITIES ACT OF
1933
m 5. The general authority citation for
Part 230 is revised to read as follows:
Authority: 15 U.S.C. 77b, 77c, 77d, 77f,
77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d,
78j, 781, 78m, 78n, 78o, 78t, 78w, 7811(d),
78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, 80a-37, and Pub. L. 111-203, 939A, 124
Stat. 1376, (2010) unless otherwise noted.
* * * * *
a 6. Amend 230.134 by revising
paragraph (a) introductory text, revising
paragraph (a)(6), and removing and
reserving paragraph (a)(17).
The revisions read as follows:
230.134 Communications not deemed a
prospectus.
* * * * *
(a) Such communication may include
any one or more of the following items
of information, which need not follow
the numerical sequence of this
paragraph, provided that, except as to
paragraphs (a)(4) through (6) of this
section, the prospectus included in the
filed registration statement does not
have to include a price range otherwise
required by rule:
* * * * *
(6) In the case of a fixed income

security with a fixed (non-contingent)

interest rate provision, the yield or, if
the yield is not known, the probable
yield range, as specified by the issuer or
the managing underwriter or
underwriters and the yield of fixed
income securities with comparable
maturity and security rating;
* * * * *
(17) [Reserved]
* * * * *
7. Amend 230.138 by revising
paragraph (a)(2)(ii)(B)(2) to read as
follows:
230.138 Publications or distributions of
research reports by brokers or dealers
about securities other than those they are
distributing.
(a) * * *
(2) * * *
(ii) * * *
(B)* * *
(2) Is issuing non-convertible
securities, other than common equity,
and the issuer meets the provisions of
General Instruction I.B.2. of Form F-3
(referenced in 17 CFR 239.33 of this
chapter); and
* * * * *
* 8. Amend 230.139 by revising
paragraphs (a)(1)(i)(A)(1)(ii) and
(a)(1)(i)(B)(2)(ii) to read as follows:
230.139 Publications or distributions of
research reports by brokers or dealers
distributing securities.
(a) * * *
(1) * * *
(i) * * *
(A)(1) * * *
(ii) At the date of reliance on this
section, is, or if a registration statement
has not been filed, will be, offering non-
convertible securities, other than
common equity, and meets the
requirements for the General Instruction
I.B.2. of Form S-3 or Form F-3
(referenced in 17 CFR 239.13 and 17
CFR 239.33 of this chapter); or
* * * * *
(B)* * *
(2)* * *
(ii) Is issuing non-convertible
securities, other than common equity,
and meets the provisions of General
Instruction I.B.2. of Form F-3
(referenced in 17 CFR 239.33 of this
chapter); and
* * * * *
a 9. Amend 230.168 by revising
paragraph (a)(2)(ii)(B) to read as follows:
230.168 Exemption from sections
2(a)(10) and 5(c) of the Act for certain
communications of regularly released
factual business information and forward-
looking information.
* * * * *

(2) * * *
(ii) * * *
(B) Is issuing non-convertible
securities, other than common equity,
and meets the provisions of General
Instruction I.B.2. of Form F-3
(referenced in 17 CFR 239.33 of this
chapter); and
* * * * *
230.467 [Amended]
a 10. Effective December 31, 2012,
amend 230.467 by removing:
m a. "F-9," from the heading;
a b. "Form F-9 or" and " 239.39 or"
from the second sentence of paragraph
(a); and
m c. "Form F-9 or" from the first
sentence of paragraph (b).
230.473 [Amended]
m 11. Effective December 31, 2012,
amend 230.473 by removing "F-9 or"
and " 239.39 or" from paragraph (d).
PART 232-REGULATION S-T-
GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
a 12. The authority citation for Part 232
continues to read in part as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j,
77s(a), 77z-3, 77sss(a), 78c(b), 781, 78m, 78n,
78o(d), 78w(a), 7811, 80a-6(c), 80a-8, 80a-29,
80a-30, 80a-37, and 7201 et seq.; and 18
U.S.C. 1350.
* * * * *
232.405 [Amended]
m 13. Effective December 31, 2012,
amend 232.405 by removing:
a. "both Form F-9 ( 239.39 of this
chapter) and" from the second sentence
of Preliminary Note 1;
a b. "either Form F-9 or" from
paragraphs (a)(2) introductory text,
(a)(3), and (a)(4); and
m c. "both Form F-9 and" and "Form F-
9 and" in the second sentence of Note
to 232.405, and "both Form F-9 and"
in the penultimate sentence of Note to
232.405.
PART 239 -FORMS PRESCRIBED
UNDER THE SECURITIES ACT OF 1933
* 14. The general authority citation for
part 239 is revised to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,
77z-2, 77z-3, 77sss, 78c, 781, 78m, 78n,
78o(d), 78u-5, 78w(a), 7811, 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
Pub. L. No. 111-203, 939A, 124 Stat. 1376,
(2010) unless otherwise noted.
* * * * *
* 15. Amend 239.13 by revising the
paragraph heading to the undesignated

(a) * * *

46617

paragraph following paragraph (b)(1)