THE RULE IS NEEDED BY THE COMMISSION
TO FULFILL ITS STATUTORY RESPONSIBILITY TO PRESCRIBE THOSE RULES
AND REGULATIONS THAT ARE NECESSARY FOR THE PROTECTION OF INVESTORS
BY REQUIRING AN ISSUER TO APPRISE ITS SHAREHOLDERS AND THE
COMMISSION OF A CHANGE IN THE MAJORIT OF THE BOARD OF DIRECTORS OF
THE COMPANY WHERE SUCH CHANGE IS EFFECTED OTHER THAN AT A MEETING
OF SECURITY HOLDERS.
On behalf of this Federal agency, I certify that
the collection of information encompassed by this request complies
with 5 CFR 1320.9 and the related provisions of 5 CFR
1320.8(b)(3).
The following is a summary of the topics, regarding
the proposed collection of information, that the certification
covers:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a
benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control
number;
If you are unable to certify compliance with any of
these provisions, identify the item by leaving the box unchecked
and explain the reason in the Supporting Statement.