Rule2022-06972
Technical Amendments to Commission Rules and Forms
Primary source
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Published
April 15, 2022
Effective
April 15, 2022
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission ("Commission") is adopting technical amendments to various rules and forms under the Securities Act of 1933 (the "Securities Act"), the Investment Company Act of 1940 (the "Investment Company Act"), and the Investment Advisers Act of 1940 (the "Investment Advisers Act"). These revisions make technical changes to correct typographical errors and erroneous cross-references, as well as to clarify instructions.
Full Text
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<title>Federal Register, Volume 87 Issue 73 (Friday, April 15, 2022)</title>
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[Federal Register Volume 87, Number 73 (Friday, April 15, 2022)]
[Rules and Regulations]
[Pages 22444-22447]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-06972]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 239, 270, 274, 275, and 279
[Release No. 33-11047; IA-5985; IC-34547]
Technical Amendments to Commission Rules and Forms
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 Act''), the Investment Company
Act of 1940 (the ``Investment Company Act''), and the Investment
Advisers Act of 1940 (the ``Investment Advisers Act''). These revisions
make technical changes to correct typographical errors and erroneous
cross-references, as well as to clarify instructions.
DATES: Effective April 15, 2022.
FOR FURTHER INFORMATION CONTACT: For the rules and forms under the
Investment Advisers Act, Christopher Staley, Branch Chief, at (202)
551-6999, Investment Adviser Regulation Office, Division of Investment
Management; and for the rules and forms under the Investment Company
Act, Mykaila DeLesDernier or James Maclean, Senior Counsel, at (202)
551-6792, Investment Company Regulation Office, Division of Investment
Management, at the Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549.
SUPPLEMENTARY INFORMATION: The Commission is amending the following
rules and forms:
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Commission reference CFR citation (17 CFR)
------------------------------------------------------------------------
Regulation S-T:
Rule 405................................... 232.405
Securities Act and Investment Company Act \1\:
Form N-2................................... 239.14 and 274.11a-1
Form N-1A.................................. 239.15A and 274.11A
Form N-3................................... 239.17a and 274.11b
Form N-5................................... 239.24 and 274.5
Investment Company Act:
Rule 18f-4................................. 270.18f-4
Rule 20a-1................................. 270.20a-1
Rule 22c-1................................. 270.22c-1
Rule 22e-3................................. 270.22e-3
Rule 32a-1................................. 270.32a-1
Form N-CEN................................. 274.101
Form N-PX.................................. 274.129
Form N-MFP................................. 274.201
Investment Advisers Act \2\:
Form ADV................................... 279.1
Rule 204-2................................. 275.204-2
Rule 204-3................................. 275.204-3
[[Page 22445]]
Rule 204-5................................. 275.204-5
Rule 206(4)-1.............................. 275.206(4)-1
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The amendments make a number of technical changes to Commission
rules and forms. Several of the amendments update or correct cross-
references to rules or provisions. For example, the Commission is
amending rule 22c-1 to clarify an internal cross-reference in the rule.
Likewise, the Commission is amending rule 18f-4, which it adopted in
late 2020, to clarify an internal cross-reference in the rule.\3\
Similarly, the amendment to rule 22e-3 clarifies cross-references to
certain definitions in 17 CFR 270.2a-7 (Investment Company Act rule 2a-
7). In addition, we are amending rule 405 to correct an error in
provision (b)(3)(iii), which was adopted by the Commission in 2020.\4\
This amendment would add a cross-reference to the statutory provisions
cited in corresponding Form N-2 instructions that specify structured
data tagging requirements. Finally, we are also amending Form N-5 to
clarify cross-references to Regulation S-X and to update the reference
to Commission fees under section 6(b) of the Securities Act and 17 CFR
230.457 (rule 457 thereunder).
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\1\ 15 U.S.C. 77a et seq.; 15 U.S.C. 80a et seq.
\2\ 15 U.S.C. 80b et seq.
\3\ See Use of Derivatives by Registered Investment Companies
and Business Development Companies, Release No. IC-34084 (Nov. 2,
2020) [85 FR 83162 (Dec. 21, 2020)] (``2020 Derivatives Release'').
The definition of ``designated reference portfolio'' in rule 18f-4
includes an erroneous reference to ``paragraph (2) of the definition
of designated index of this section.'' Because the rule's definition
of ``designated index'' includes no paragraph (2), we are adopting
an amendment that will update the definition of ``designated
reference portfolio'' to instead reference the first sentence of
``designated index.'' The 2020 Derivatives Release reflects the
Commission's intent to cross-reference in the definition of
``designated reference portfolio'' this part of the definition of
``designated index.'' See 2020 Derivatives Release at paragraph
accompanying nn.339-340.
\4\ See Securities Offering Reform for Closed-End Investment
Companies, Release No. IC-33836 (Apr. 8, 2020) [85 FR 28853 (May 5,
2020)].
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In addition, the Commission is updating forms to clarify
instructions and to make typographical and other corrections, including
removing outdated information.\5\ For example, when the Commission
previously amended Form N-CEN to add additional reporting items, the
form did not accurately reflect the reporting entities that must
respond to the additional items adopted by the Commission.\6\
Similarly, when the Commission previously amended Form N-3, it
inadvertently omitted the paragraph on the cover page of this form
specifying that a registrant is required to disclose the information
that the form specifies, that the Commission will make this information
public, and that a registrant is not required to respond to the
collection of information that the form contains unless the form
displays a currently valid Office of Management and Budget control
number.\7\ This release also makes a technical correction to clarify
that the scope of the amendments to the General Instructions to Item
25.2 of Form N-2 described in the Filing Fee Disclosure and Payment
Methods Modernization Adopting Release did not remove existing
Instructions 6 and 7.\8\ Additionally, the Commission is amending the
general instructions to Form ADV with respect to when an adviser is
required to file an updating amendment to accurately reflect that
advisers are required to file an other than annual updating amendment
in the event any information reported with respect to relying advisers
in Section 4 of Schedule R of Form ADV becomes materially inaccurate.
The current instructions incorrectly reference Section 10 of Schedule
R, which does not exist.\9\
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\5\ See amendments to Sec. 270.20a-1(a); Sec. 270.32a-1; Form
N-5; Form ADV; Form N-1A; Form N-PX; Form N-MFP; Form N-CEN; and
Form N-2.
\6\ See Fund of Funds Arrangements, Release No. IC-34045 (Oct.
7, 2020) [85 FR 73924 (Nov. 19, 2020)].
\7\ See Updated Disclosure Requirements and Summary Prospectus
for Variable Annuity and Variable Life Insurance Contracts, Release
No. IC-33814 (Mar. 11, 2020) [85 FR 25964 (May 1, 2020)] (``Variable
Annuity Summary Prospectus Adopting Release''). The Commission
proposed to include this paragraph in Form N-3, however, it was
inadvertently omitted in the final rule. See Updated Disclosure
Requirements and Summary Prospectus for Variable Annuity and
Variable Life Insurance Contracts, Release, No. 33-10569 (Feb. 15,
2019) [83 FR 61730 (Nov. 30, 2018)]. The Commission also included a
substantively similar paragraph in the amended versions of Form N-4
and Form N-6 that it adopted. See Variable Annuity Summary
Prospectus Adopting Release.
\8\ See Filing Fee Disclosure and Payment Methods Modernization,
Release No. 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
\9\ See Form ADV and Investment Adviser Rules, Release No. IA-
4509 (Aug. 25, 2016) [81 FR 60471 (Sep. 1, 2016)].
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With respect to the amendments to Forms N-2, N-1A, N-3, N-5, N-CEN,
N-PX, N-MFP, and ADV, the text of these forms do not, and these
amendments will not, appear in the Code of Federal Regulations.
List of Subjects
17 CFR Part 232
Electronic Filings; Interactive Data; Securities
17 CFR Part 239
Reporting and recordkeeping requirements; Securities.
17 CFR Parts 270 and 274
Investment companies; Reporting and recordkeeping requirements;
Securities.
17 CFR Part 275
Reporting and recordkeeping requirements; Securities.
17 CFR Part 279
Investment advisers; Reporting and recordkeeping requirements;
Securities.
Statutory Authority
We are adopting these technical amendments under the authority set
forth in Section 19(a) of the Securities Act, Section 211(a) of the
Investment Advisers Act and Section 38(a) of the Investment Company
Act.
Text of Amendments
For reasons set forth in the preamble, title 17, chapter II of the
Code of Federal Regulations is amended as follows:
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
1. The general authority citation for part 232 continues to read as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *
0
2. Amend Sec. 232.405 by revising paragraph (b)(3)(iii) to read as
follows:
Sec. 232.405 Interactive Data File submissions.
* * * * *
(b) * * *
(3) * * *
(iii) As applicable, all of the information provided in response to
Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e,
10.1.a-d, 10.2.a-c, 10.2.e, 10.3, and 10.5 of Form N-2 in
[[Page 22446]]
any registration statement or post-effective amendment thereto filed on
Form N-2; or any form of prospectus filed pursuant to Sec. 230.424 of
this chapter (Rule 424 under the Securities Act); or, if a Registrant
is filing a registration statement pursuant to General Instruction A.2
of Form N-2, any documents filed pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act, to the extent such information appears
therein.
* * * * *
PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940
0
3. The authority for part 270 continues to read, in part, as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Public Law 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
* * * * *
Section 270.22c-1 also issued under secs. 6(c), 22(c), and 38(a)
(15 U.S.C. 80a-6(c), 80a-22(c), and 80a-37(a))
* * * * *
0
4. Amend Sec. 270.18f-4(a) by revising the definition of ``Designated
reference portfolio'' to read as follows:
Sec. 270.18f-4 Exemption from the requirements of section 18 and
section 61 for certain senior securities transactions.
* * * * *
Designated reference portfolio means a designated index or the
fund's securities portfolio. Notwithstanding the first sentence of the
definition of designated index of this section, if the fund's
investment objective is to track the performance (including a leverage
multiple or inverse multiple) of an unleveraged index, the fund must
use that index as its designated reference portfolio.
* * * * *
Sec. 270.20a-1 [Amended]
0
5. In Sec. 270.20a-1 amend paragraph (a) by removing the words
``registered Fund'' and adding, in their place, the words ``registered
fund''.
Sec. 270.22c-1 [Amended]
0
6. In Sec. 270.22c-1 amend paragraph (b)(1) by removing the words
``paragraph (e)'' and adding, in their place, the words ``paragraph
(d)''.
Sec. 270.22e-3 [Amended]
0
7. In Sec. 270.22e-3 amend paragraph (a)(1) by:
0
a. Removing the reference ``Sec. 270.2a-7(a)(16)'' and adding, in its
place, the reference ``Sec. 270.2a-7(a)(14)''; and
0
b. Removing the reference ``Sec. 270.2a-7(a)(25)'' and adding, in its
place, the reference ``Sec. 270.2a-7(a)(21)''.
Sec. 270.32a-1 [Amended]
0
8. In Sec. 270.32a-1 amend the introductory text by removing the words
``independent public accounts'' and adding, in their place, the words
``independent public accountants''.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
0
9. The authority 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 80a-37, unless
otherwise noted.
* * * * *
Note: The text of Form N-5 does not, and these amendments will
not, appear in the Code of Federal Regulations
0
10. Amend Form N-5 (referenced in Sec. Sec. 239.24 and 274.5) by:
0
a. In General Instruction B removing the first two sentences and adding
in their place ``Section 6(b) of the 1933 Act [15 U.S.C. 77f(b)] and
Rule 457 thereunder [17 CFR 230.457] set forth the fee requirements
under the 1933 Act. Please refer to the Commission's website at <a href="http://www.sec.gov">http://www.sec.gov</a> for accurate fee rate information.'';
0
b. In Item 22(a) removing ``Article 5 of Regulation S-X'' and adding in
its place ``Article 6 of Regulation S-X'';
0
c. In Instruction to Item 27 removing ``Subject to Rule 407, the'' and
adding in its place ``The''; and
0
d. In Item 28 removing ``, other than those prepared in accordance with
Rule 12-16 of Regulation S-X,''.
Note: The text of Form N-1A does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
11. Amend Form N-1A (referenced in Sec. Sec. 239.15A and 274.11A) by:
0
a. In Instruction 2(d) to Item 4(b)(2) removing the term ``Item
26(b)(2)'' and adding, in its place, the term ``Item 26(b)(4)''; and
0
b. In Item 26(b)(5) removing the term ``paragraph (b)(2)'' and adding,
in its place, the term ``paragraph (b)(4)''.
Note: The text of Form N-2 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
12. Amend Form N-2 (referenced in Sec. Sec. 239.14 and 274.11a-1) by
revising Instruction 16 to Item 4.1 and amending the General
Instructions to Item 25.2 by adding Instructions 6 and 7 to read as
follows:
Form N-2
* * * * *
Item 4. Financial Highlights
1. General. * * *
* * * * *
Instructions
* * * * *
16. Compute the ``ratio of expenses to average net assets'' using
the amount of expenses shown in the Registrant's statement of
operations for the relevant fiscal year, including increases resulting
from complying with paragraph 2(g) of Rule 6-07 of Regulation S-X, and
including reductions resulting from complying with paragraphs 2(a) and
(f) of Rule 6-07 regarding fee waivers and reimbursements.
* * * * *
Item 25. Financial Statements and Exhibits
* * * * *
2. Exhibits
* * * * *
General Instructions.
* * * * *
6. The Registrant may redact specific provisions or terms of
exhibits required to be filed by paragraph k. of this Item if the
Registrant customarily and actually treats that information as private
or confidential and if the omitted information is not material. If it
does so, the Registrant should mark the exhibit index to indicate that
portions of the exhibit have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is
both not material and the type that the Registrant treats as private or
confidential. The Registrant also must include brackets indicating
where the information is omitted from the filed version of the exhibit.
If requested by the Commission or its staff, the Registrant must
promptly provide on a supplemental basis an unredacted copy of the
exhibit and its materiality and privacy or confidentiality analyses.
Upon evaluation of the Registrant's supplemental materials, the
Commission or its staff may require the Registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the Registrant's analyses. The Registrant
may request confidential treatment of the supplemental material
submitted under this Instruction 6 pursuant to Rule 83 of the
Commission's Organizational Rules [17 CFR 200.83]
[[Page 22447]]
while it is in the possession of the Commission or its staff. After
completing its review of the supplemental information, the Commission
or its staff will return or destroy it, if the Registrant complies with
the procedures outlined in Rule 418 under the Securities Act [17 CFR
230.418].
7. Each exhibit identified in the exhibit index (other than an
exhibit filed in eXtensible Business Reporting Language) must include
an active link to an exhibit that is filed with the registration
statement or, if the exhibit is incorporated by reference, an active
hyperlink to the exhibit separately filed on EDGAR. If the registration
statement is amended, each amendment must include active hyperlinks to
the exhibits required with the amendment.''
* * * * *
Note: The text of Form N-3 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
13. Amend Form N-3 (referenced in Sec. Sec. 239.17a and 274.11b),
Cover Page, by adding a new paragraph immediately after the sentence
[``t]he Commission also may use the information provided on Form N-3 in
its regulatory, disclosure review, inspection, and policy making
roles'' To read as follows:
* * * * *
A Registrant is required to disclose the information specified by
Form N-3, and the Commission will make this information public. A
Registrant is not required to respond to the collection of information
contained in Form N-3 unless the Form displays a currently valid Office
of Management and Budget (``OMB'') control number. Please direct
comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. 3507.
* * * * *
Note: The text of Form N-CEN does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
14. Amend Form N-CEN (referenced in Sec. 274.101) by replacing the
Instruction following Item F.3 and replacing Item F.18 to read as
follows:
* * * * *
Part F: Additional Questions for Unit Investment Trusts
* * * * *
Item F.3. * * *
Instruction. If the answer to Item F.3 is yes, respond to Item F.12
through Item F.19. If the answer to Item F.3 is no, respond to Item F.4
through Item F.11, and Item F.17 through Item F.19.
* * * * *
Item F. 18. Reliance on rule 12d1-4. Did the Registrant rely on
rule 12d1-4 under the Act (17 CFR 270.12d1-4) during the reporting
period? [Y/N]
* * * * *
Note: The text of Form N-PX does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
15. Amend Form N-PX (referenced in Sec. 274.129), Cover Page by
removing ``Sec. Sec. 239.24 and 274.5 of this chapter'' and adding, in
its place, ``17 CFR 239.24 and 274.5''.
Note: The text of Form N-MFP does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
16. Amend Form N-MFP (referenced in Sec. 274.201), in Item A.14.c. by
removing the term ``A.14.a-c.'' and adding, in its place, the term
``A.14.a-b.''
PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940
0
17. The authority for part 275 continues to read, in part, as follows:
Authority: 15 U.S.C. 80b-2(a)(11)(G), 80b-2(a)(11)(H), 80b-
2(a)(17), 80b-3, 80b-4, 80b-4a, 80b-6(4), 80b-6a, and 80b-11, unless
otherwise noted.
* * * * *
Section 275.204-2 is also issued under 15 U.S.C. 80b-6.
* * * * *
Section 275.204-5 is also issued under sec. 913, Public Law 111-
203, sec. 124 Stat. 1827-28 (2010).
* * * * *
Sec. 275.204-2 [Amended]
0
18. In Sec. 275.204-2 amend paragraph (a)(15)(ii) by removing ``.''
and adding, in its place, ``; and''.
Sec. 275.204-3 [Amended]
0
19. In Sec. 275.204-3 amend paragraph (b) by removing ``Subject to
paragraph (g), you'' and adding, in its place, ``You''.
Sec. 275.204-5 [Amended]
0
20. In Sec. 275.204-5 amend paragraph (e)(1) by removing ``Sec.
275.204-1(b)(3)'' and adding, in its place ``Sec. 275.204-1(b)''.
Sec. 275.206(4)-1 [Amended]
0
21. In Sec. 275.206(4)-1 amend paragraph (b)(2)(i) by removing ``,''
and adding in its place ``;''.
PART 279--FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS ACT OF
1940
0
22. The authority for part 279 continues to read, in part, as follows:
Authority: The Investment Advisers Act of 1940, 15 U.S.C. 80b-
1, et seq., Public Law 111-203, 124 Stat. 1376.
Note: The text of Form ADV does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
23. Amend Form ADV (referenced in Sec. 279.1) by:
0
a. In General Instruction 4 to Form ADV removing ``Section 10 of
Schedule R'' and adding, in its place, ``Section 4 of Schedule R''; and
0
b. In the Instruction to Section 4.B.7 of Schedule R removing ``pre-
fill Schedule B with the same indirect owners you have provided in
Schedule B'' and adding, in its place, ``pre-fill the chart below with
the same indirect owners you have provided in Schedule B for your
filing adviser''.
* * * * *
Dated: March 29, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-06972 Filed 4-14-22; 8:45 am]
BILLING CODE 8011-01-P
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