Rule2023-11845
Technical Amendments to Commission Rules and Forms
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 12, 2023
Effective
June 12, 2023
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 ("Securities Act"), the Securities Exchange Act of 1934 ("Exchange Act"), and the Investment Company Act of 1940 ("Investment Company Act"), as well as to the rule setting forth undertakings that certain registrants must include in their registration statements, and to the general authority provision corresponding to Commission rules under the Investment Advisers Act of 1940 ("Investment Advisers Act"). These revisions make changes to correct errors that are technical in nature, including typographical errors and erroneous cross-references in various Commission rules and forms.
Full Text
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<title>Federal Register, Volume 88 Issue 112 (Monday, June 12, 2023)</title>
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[Federal Register Volume 88, Number 112 (Monday, June 12, 2023)]
[Rules and Regulations]
[Pages 37986-37988]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-11845]
[[Page 37986]]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 200, 229, 249, 270, 274 and 275
[Release No. 33-11197; 34-97621; IA-6316; IC-34932]
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 (``Securities Act''), the Securities Exchange
Act of 1934 (``Exchange Act''), and the Investment Company Act of 1940
(``Investment Company Act''), as well as to the rule setting forth
undertakings that certain registrants must include in their
registration statements, and to the general authority provision
corresponding to Commission rules under the Investment Advisers Act of
1940 (``Investment Advisers Act''). These revisions make changes to
correct errors that are technical in nature, including typographical
errors and erroneous cross-references in various Commission rules and
forms.
DATES: This rule is effective June 12, 2023, except for the amendment
to 17 CFR 200.30-5 at instruction 2, which is effective July 2, 2024.
FOR FURTHER INFORMATION CONTACT: Quinn Kane, Senior Counsel, or Amanda
Hollander Wagner, Senior Special 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-K:
Item 512................................ Sec. 229.512.
Securities Act and Investment Company Act:
\1\
Form N-2................................ Sec. Sec. 239.14 and
274.11a-1.
Form N-14............................... Sec. 239.23.
Investment Company Act:
Rule 12d1-1............................. Sec. 270.12d1-1.
Rule 12d1-3............................. Sec. 270.12d1-3.
Rule 27i-1.............................. Sec. 270.27i-1.
Rule 30-5............................... Sec. 200.30-5.
Exchange Act: \2\
Form 13F................................ Sec. 249.325.
------------------------------------------------------------------------
The amendments make technical changes to various Commission rules
and forms. Some of the amendments update or correct cross-references to
other rules or provisions. The amendments to Rule 12d1-1 and Rule 12d1-
3 under the Investment Company Act update cross-references to former
National Association of Securities Dealers (NASD) rules that have been
superseded by Financial Industry Regulatory Authority (FINRA) rules.
The amendment to Form 13F corrects an erroneous cross-reference
resulting from recent amendments to the form, which became effective on
January 3, 2023.\2\
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\1\ 15 U.S.C. 77a et seq.; 15 U.S.C. 80a et seq.
\2\ See Electronic Submission of Applications for Orders under
the Advisers Act and the Investment Company Act, Confidential
Treatment Requests for Filings on Form 13F, and Form ADV-NR;
Amendments to Form 13F, Investment Company Act Release No. 34635
(June 23, 2022) [87 FR 38943 (June 30, 2022)]. Special Instruction
11 to Form 13F erroneously states that the Information Table should
be presented ``in accordance with the column instructions provided
in Special Instructions 11.b.i through 12.b.viii.'' (emphasis
added). This error is the result of Special Instruction 2 being
deleted, causing a renumbering of the ensuing instructions. The
Commission is therefore adopting an amendment to update the Special
Instruction to provide an accurate cross-reference consistent with
the Commission's statement that this Instruction would cross
reference ``. . . the column instructions provided in Special
Instructions 11.b.i through 11b.viii.'' (emphasis added).
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Other amendments are intended to make technical updates to
instructions associated with certain form requirements, and to make
typographical and other corrections to inadvertent errors or omissions,
including removing outdated references in rules and forms. The
amendments related to Instruction 3.D to the Calculation of Filing Fee
Tables and Related Disclosure in Item 25 of Form N-2 and Item 16 of N-
14 make typographical corrections designed to make the instructions
consistent with a simplified construction that was incorporated in
parallel instructions to other forms as part of a recent Commission
rulemaking.\3\ Other amendments to Form N-2 and Item 512 of Regulation
S-K modify references that have in recent years been rendered
obsolete.\4\ The amendment to Rule 27i-1 under the Investment Company
Act restores language in the rule text that was inadvertently removed
when this rule was renumbered in a recent rulemaking, in light of the
renumbering of section 27(c) of the Investment Company Act to section
27(i) enacted by the National Securities Market Improvement Act of
1996.\5\ The corrections to Rule 30-5 under the Investment Company Act
are designed to conform the rule to the standard paragraph numbering
structure for Commission rules.
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\3\ See Filing Fee Disclosure and Payment Methods Modernization,
Investment Company Act Release No. 34396 (Oct. 13, 2021) [86 FR
70166 (Dec. 9, 2021)] (``2021 Fee Tagging Release''). In this
rulemaking the Commission amended a number of fee-bearing forms,
schedules, statements, and related rules to require each filing fee
table and accompanying disclosure to include all required
information for fee calculation in a structured format.
Specifically, we are correcting language in an example to the above-
referenced instruction that currently refers to a pre-effective
amendment to the filing of the Form N-2 on 2/15/20X1 by changing
this language to instead refer to a pre-effective amendment to the
Form N-2 filed on 2/15/20X1.
\4\ Item 34.3.a.(2) of Form N-2 currently contains an exception
to a requirement for filers to furnish certain undertakings to
reflect fundamental changes to information provided in registration
statements for changes in the price and volume of an offering that
deviates by no more than 20% from the maximum aggregate offering
price set forth in the Calculation of Registration Fee table. This
table was removed pursuant to the 2021 Fee Tagging Release and was
replaced with the Calculation of Filing Fee tables, filed as an
exhibit to the fund's effective registration exhibit. Item
34.3.a.(2) should have therefore been amended at that time to
instead refer to the Calculation of Filing Fee tables, which set
forth the maximum aggregate offering price upon which this exception
is contingent. Accordingly, we are amending Item 34.3.a(2) in this
release in order to correct this erroneous reference. We are making
corresponding amendments to Item 512(a)(1)(ii) of Regulation S-K,
which the undertaking in Item 34.3.a mirrors, for the same reasons.
\5\ See Updated Disclosure Requirements and Summary Prospectus
for Variable Annuity and Variable Life Insurance Contracts,
Investment Company Act Release No. 33814 (Mar. 11, 2020) [85 FR
25964 (May 1, 2020)] at 26110.
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Lastly, the Commission is removing an erroneously included general
authority provision for 17 CFR part 275, which contains Commission
rules under the Investment Advisers Act.\6\
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\6\ This authority provision was added in conjunction with a
rule 211h-1 under the Advisers Act, which the Commission had
proposed but did not adopt. See Form CRS Relationship Summary;
Amendments to Form ADV, Exchange Act Release No. 86032 (June 5,
2019) [84 FR 33492 July 12, 2019] at n. 1198.
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List of Subjects
17 CFR Part 200
Administrative practice and procedure, Organization and functions
(Government agencies).
17 CFR Part 229
Reporting and recordkeeping requirements, Securities.
17 CFR Part 249, 270 and 274
Investment companies, Reporting and recordkeeping requirements,
Securities.
17 CFR Part 275
Investment advisers, Reporting and recordkeeping requirements.
Statutory Authority
We are adopting these technical amendments under the authority set
[[Page 37987]]
forth in Section 19(a) of the Securities Act, Section 38(a) of the
Investment Company Act, Section 211(a) of the Investment Advisers Act,
and Section 23 of the Securities Exchange 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 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION
REQUESTS
0
1. The authority for part 200 continues to read as follows:
Authority: 5 U.S.C. 552, 552a, 552b, and 557; 11 U.S.C. 901 and
1109(a); 15 U.S.C. 77c, 77e, 77f, 77g, 77h, 77j, 77o, 77q, 77s, 77u,
77z-3, 77ggg(a), 77hhh, 77sss, 77uuu, 78b, 78c(b), 78d, 78d-1, 78d-
2, 78e, 78f, 78g, 78h, 78i, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o-4,
78q, 78q-1, 78w, 78t-1, 78u, 78w, 78ll(d), 78mm, 78eee, 80a-8, 80a-
20, 80a-24, 80a-29, 80a-37, 80a-41, 80a-44(a), 80a-44(b), 80b-3,
80b-4, 80b-5, 80b-9, 80b-10(a), 80b-11, 7202, and 7211 et seq.; 29
U.S.C. 794; 44 U.S.C. 3506 and 3507; Reorganization Plan No. 10 of
1950 (15 U.S.C. 78d nt); sec. 8G, Pub. L. 95-452, 92 Stat. 1101 (5
U.S.C. App.); sec. 913, Pub. L. 111-203, 124 Stat. 1376, 1827; sec.
3(a), Pub. L. 114-185, 130 Stat. 538; E.O. 11222, 30 FR 6469, 3 CFR,
1964-1965 Comp., p. 36; E.O. 12356, 47 FR 14874, 3 CFR, 1982 Comp.,
p. 166; E.O. 12600, 52 FR 23781, 3 CFR, 1987 Comp., p. 235;
Information Security Oversight Office Directive No. 1, 47 FR 27836;
and 5 CFR 735.104 and 5 CFR parts 2634 and 2635, unless otherwise
noted.
Subpart A--Organization and Program Management
Sec. 200.30-5 [Amended]
0
2. Effective July 2, 2024, amend Sec. 200.30-5 by redesignating the
paragraphs in the ``Old paragraph'' column as the paragraphs in the
``New paragraph'' column in the following table:
------------------------------------------------------------------------
Old paragraph New paragraph
------------------------------------------------------------------------
(b-1)..................................... (c)
(b-2)..................................... (c)(3)
(b-2)(1................................... (c)(3)(i)
(b-2)(2).................................. (c)(3)(ii)
(b-3)..................................... (c)(4)
(b-3)(1).................................. (c)(4)(i)
(b-3)(2).................................. (c)(4)(ii)
(b-4)..................................... (c)(5)
(b-4)(1).................................. (c)(5)(i)
(b-5)..................................... (c)(6)
(b-5)(1).................................. (c)(6)(i)
(b-5)(2).................................. (c)(6)(ii)
(c)....................................... (d)
(c-1)..................................... (e)
(d)....................................... (f)
(e)....................................... (g)
(f)....................................... (h)
(g)....................................... (i)
(h)....................................... (j)
(i)....................................... (k)
(j)....................................... (l)
(k)....................................... (m)
(l)....................................... (n)
------------------------------------------------------------------------
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
3. The authority citation for part 229 continues to read 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, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 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.; 18 U.S.C.
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).
0
4. Effective June 12, 2023, amend Sec. 229.512 by revising the last
sentence of paragraph (a)(1)(ii) to read as follows:
Sec. 229.512 (Item 512) Undertakings.
(a) * * *
(1) * * *
(ii) * * * Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this chapter)
if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in
the ``Calculation of Filing Fee Tables'' or ``Calculation of
Registration Fee'' table, as applicable, in the effective registration
statement.
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
0
5. The general authority for part 249 continues to read 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; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), Sec. 72001 Pub. L. 114-94,
129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134 Stat.
1063 (2020), unless otherwise noted.
* * * * *
Note: The amendment to Form 13F will not appear in the Code of
Federal Regulations.
0
6. Effective June 12, 2023, amend Form 13F (referenced in Sec.
249.325) by revising Special Instruction 11 by replacing ``12b.viii''
with ``11.b.viii.''
PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940
0
7. 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 Pub. L. 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), 80a22(c), and 80a-37(a)).
* * * * *
Sec. 270.12d1-1 [Amended]
0
8. Effective June 12. 2023, amend Sec. 270.12d1-1(b)(1) by:
0
a. Removing ``rule 2830(b)(8) of the Conduct Rules of the NASD'' and
adding in its place ``FINRA Rule 2341(b)(8)''; and
0
b. Removing ``rule 2830(b)(9) of the Conduct Rules of the NASD'' and
adding in its place ``FINRA Rule 2341(b)(9)''.
Sec. 270.12d1-3 [Amended]
0
9. Effective June 12, 2023, amend Sec. 270.12d1-3 by:
0
a. Removing ``rule 2830 of the Conduct Rules of the NASD'' and adding
in its place ``FINRA Rule 2341'' in paragraph (a); and
0
b. Removing ``rule 2830(b) of the Conduct Rules of the NASD'' and
adding in its place ``FINRA Rule 2341(b)'' in paragraph (b).
Sec. 270.27i-1 [Amended]
0
10. Effective June 12, 2023, amend Sec. 270.27i-1 by adding to the end
of the sentence the phrase ``with respect to such contracts under which
payments are being made based upon life contingencies''.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
0
11. The general authority for part 274 continues to read 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.
* * * * *
[[Page 37988]]
Note: The text of Form N-2 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
12. Effective June 12, 2023, amend Form N-2 (referenced in Sec. Sec.
239.14 and 274.11a-1) by:
0
a. Revising Instruction 3.D to Item 25 (``Fee Offset Source Submission
Identification Example'') by removing the phrase ``the pre-effective
amendment to the filing of the Form N-2 (333-123456) on 2/15/20X1 in
relation to the payment of $5,000 . . .'' in the sixth bullet point of
the instruction and replacing it with ``the pre-effective amendment to
the Form N-2 (333-123456) filed on 2/15/20X1 in relation to the payment
of $5,000 . . .'';
0
b. Revising the second sentence of Item 34.3.a.(2) to read as follows:
``Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering
price set forth in the ``Calculation of Filing Fee Tables'' in the
effective registration statement.''.
Note: The text of Form N-14 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
13. Effective June 12, 2023, amend Form N-14 (referenced in Sec.
239.23) by revising Instruction 3.D to Item 16 (``Fee Offset Source
Submission Identification Example'') by removing the phrase ``the pre-
effective amendment to the filing of the Form N-2 (333-123456) on 2/15/
20X1 in relation to the payment of $5,000 . . .'' in the sixth bullet
point of the instruction and replacing it with ``the pre-effective
amendment to the Form N-2 (333-123456) filed on 2/15/20X1 in relation
to the payment of $5,000 . . .''
PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940
0
14. The general authority for part 275 continues to read as follows and
the sectional authority for Sec. 275.211h-1 is removed.
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.
* * * * *
Dated: May 31, 2023.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-11845 Filed 6-9-23; 8:45 am]
BILLING CODE 8011-01-P
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