Rule2025-24127
Delegation of Authority to the Director of the Division of Investment Management
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Published
December 31, 2025
Effective
December 31, 2025
Issuing agencies
Securities and Exchange Commission
Abstract
The Securities and Exchange Commission ("Commission") is amending its Rules of Organization and Program Management to provide delegated authority to the Director of the Division of Investment Management ("Director") to authorize the issuance of orders to grant, deny, and revoke confidential treatment for information in any registration application, report, or amendment thereto filed with the Commission pursuant to any provision of the Investment Advisers Act of 1940 ("Advisers Act").
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<title>Federal Register, Volume 90 Issue 247 (Wednesday, December 31, 2025)</title>
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[Federal Register Volume 90, Number 247 (Wednesday, December 31, 2025)]
[Rules and Regulations]
[Pages 61299-61301]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-24127]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 200
[Release No. IA-6934]
Delegation of Authority to the Director of the Division of
Investment Management
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
amending its Rules of Organization and Program Management to provide
delegated authority to the Director of the Division of Investment
Management (``Director'') to authorize the issuance of orders to grant,
deny, and revoke confidential treatment for information in any
registration application, report, or amendment thereto filed with the
Commission pursuant to any provision of the Investment Advisers Act of
1940 (``Advisers Act'').
DATES: This rule is effective December 31, 2025.
FOR FURTHER INFORMATION CONTACT: Alexis Palascak, Senior Counsel; Ted
Uliassi, Branch Chief; Robert Holowka, Acting Assistant Director,
Investment Adviser Regulation Office; Erin Loomis Moore, Senior
Counsel; Kay M. Vobis, Senior Special Counsel; Marc Mehrespand, Acting
Assistant Chief Counsel, Chief Counsel's Office at (202) 551-6787 and
<a href="/cdn-cgi/l/email-protection#7d34303e3e323d0e181e531a120b"><span class="__cf_email__" data-cfemail="4c05010f0f030c3f292f622b233a">[email protected]</span></a>, Division of Investment Management, U.S. Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549-8549.
SUPPLEMENTARY INFORMATION: The Commission is adopting amendments to 17
CFR 200.30-5 of its Rules of Organization and Program Management
(``rule 30-5'').
I. Discussion
The Commission is amending rule 30-5 to provide delegated authority
to the Director to authorize the issuance of orders, upon application,
under section 210(a) of the Advisers Act to grant, deny, and revoke
confidential treatment for information in any registration application
or report or amendment thereto filed with the Commission pursuant to
any provision of the Advisers Act.\1\ The amendment is
[[Page 61300]]
designed to conserve the Commission's resources and facilitate
efficient consideration of applications for confidential treatment for
information included in such filings.
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\1\ This delegation only covers authorization to issue orders
granting or denying applications for confidential treatment filed
pursuant to section 210(a) of the Advisers Act (and revoking
previously issued orders granting such confidential treatment) and
does not cover other kinds of confidential treatment requests, such
as those under the Freedom of Information Act, the procedures for
which are set forth in 17 CFR 200.83.
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Section 4A of the Securities Exchange Act of 1934 (``Exchange
Act'') provides the Commission the authority to delegate, by published
order or rule, any of its functions to a division director, subject to
certain limitations.\2\ The Director currently has delegated authority
to grant, deny, and revoke confidential treatment for other information
provided to the Commission, including granting confidential treatment
for disclosures in certain registration statements or reports filed
under the Investment Company Act of 1940, and granting and denying
applications for, and revoking previous grants of, confidential
treatment for information in certain filings made under the Exchange
Act.\3\ The Director of the Division of Corporation Finance, the
Director of the Division of Trading and Markets, the Director of the
Office of Municipal Securities, and the Director of the Office of
Credit Ratings also have delegated authority to grant, deny, and revoke
confidential treatment for any information contained in any
application, statement, report, contract, correspondence, notice, or
other document filed with or otherwise obtained by the Commission
pursuant to section 24(b) of the Exchange Act and Exchange Act rule
24b-2.\4\
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\2\ 15 U.S.C. 78d-1.
\3\ 17 CFR 200.30-5(a)(6) (for issuing orders granting
confidential treatment pursuant to section 45(a) of the Investment
Company Act of 1940 for certain applications) and 17 CFR 200.30-5(e)
(for granting, denying, and revoking confidential treatment pursuant
to section 24(b) of the Exchange Act and Exchange Act rule 24b-2 for
filings made pursuant to 15 U.S.C. 78m(f) (section 13(f) of the
Exchange Act) and 17 CFR 240.13f-1 (Exchange Act rule 13f-1) and the
instructions to 17 CFR 249.326 (Form N-PX)).
\4\ See 17 CFR 200.30-1(f)(3) (Director of the Division of
Corporation Finance); 17 CFR 200.30-3(a)(19) (Director of the
Division of Trading and Markets); 17 CFR 200.30-3a(a)(4) (Director
of the Office of Municipal Securities); 17 CFR 200.30-3b(a)
(Director of the Office of Credit Ratings).
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Section 210(a) of the Advisers Act provides that information
contained in any registration application or report or amendment
thereto filed with the Commission pursuant to any provision of the
Advisers Act shall be made available to the public, unless and except
insofar as the Commission by rules and regulations upon its own motion,
or by order upon application, finds that public disclosure is neither
necessary nor appropriate in the public interest or for the protection
of investors.\5\ The Commission is adding new paragraph (8) in rule 30-
5(g) to authorize the Director to authorize the issuance of orders
granting and denying such applications filed pursuant to section 210(a)
of the Advisers Act, and to authorize the issuance of orders revoking
such grants of confidential treatment.
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\5\ 15 U.S.C. 80b-10(a).
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Rule 30-5(g)(8) will enable the Director to authorize the issuance
of orders under section 210(a) of the Advisers Act to grant, deny, and
revoke confidential treatment of information in Form ADV, among other
filings under the Advisers Act.\6\ Form ADV is the uniform application
for investment adviser registration and the reporting form for exempt
reporting advisers.\7\ Form ADV provides industry-wide, uniform
disclosures that create publicly accessible resources of basic
information. In general, public availability of the specific
information currently collected in response to questions on Form ADV is
important for several reasons, including: (1) to inform clients,
prospective clients, and the public; (2) to serve as a check on
advisers, thereby helping to deter fraud and other misconduct; \8\ and
(3) to aid advisers' clients, prospective clients, and the public in
conducting due diligence. The disclosures allow clients, prospective
clients, and the public to review an adviser's public and private
disclosures and make informed decisions about whether to hire or retain
an adviser.
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\6\ See 17 CFR 279.0-1 through 279.9 (enumerating the forms
currently prescribed under the Advisers Act, including: Form ADV,
Form ADV-W, Form ADV-H, Form ADV-NR, and Form ADV-E).
\7\ An exempt reporting adviser is an investment adviser that
qualifies for the exemption from registration under section 203(l)
of the Advisers Act because it is an adviser solely to one or more
venture capital funds, or under rule 203(m)-1 of the Advisers Act
because it is an adviser solely to private funds and has assets
under management in the United States of less than $150 million. See
Form ADV Glossary of Terms.
\8\ See, e.g., Rules Implementing Amendments to the Investment
Advisers Act of 1940, Investment Advisers Act Release No. 3221 (June
22, 2011), [76 FR 42950 (July 19, 2011)] at n.270, and accompanying
discussion.
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The Commission, however, recognizes that there may be instances
where public disclosure of certain information in Form ADV or other
filings made pursuant to the Advisers Act is neither necessary nor
appropriate in the public interest or for the protection of investors.
In such circumstances, investment advisers may seek confidential
treatment of certain information. The Commission has received such
applications in the past but has not taken action on them.
Under current requirements, only the Commission itself has
authority to grant, deny or revoke confidential treatment requests.
Applications for confidential treatment of information contained in any
registration application or report or amendment thereto filed with the
Commission under section 210(a) of the Advisers Act must be filed
pursuant to rule 190 under the Commission's Rules of Practice.\9\ Such
application shall include a sealed copy of the materials as to which
confidential treatment is sought, and the applicant may be required to
provide additional information regarding the grounds for objection to
public disclosure.\10\ Rule 190 further provides that materials
regarding the application shall be confidential pending a final
decision and that any final order of the Commission denying or
sustaining the application shall be made public.\11\
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\9\ Separately, confidential treatment procedures under the
Freedom of Information Act are set forth in 17 CFR 200.83.
\10\ See 17 CFR 201.190(a) and (b). Past applications have
indicated on the public version of the registration application or
report or amendment thereto that confidential treatment has been
sought and have identified the specific item with respect to which
the request has been made, which can help facilitate the staff's
processing of such registration application or report or amendment
thereto.
\11\ See 17 CFR 201.190(c) and (d).
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The Commission finds it is appropriate to delegate authority to the
Director to authorize the issuance of orders granting and denying
applications for confidential treatment filed pursuant to section
210(a) of the Advisers Act and revoking previously issued orders
granting confidential treatment. Delegating this authority will
conserve the Commission's resources and facilitate efficient
consideration of applications for confidential treatment for such
filings.
Section 211(c) of the Advisers Act requires that orders of the
Commission under the Advisers Act shall be issued only after
appropriate notice and opportunity for hearing.\12\ New rule 30-5(g)(8)
grants the Director delegated authority to authorize the issuance of
orders granting and denying applications for confidential treatment
filed pursuant to section 210(a) of the Advisers Act and revoking
previously issued orders granting confidential treatment. Such orders
would be orders of the Commission issued under delegated authority.
Therefore, consistent with the requirements of section 211(c) of the
Advisers Act, appropriate notice and opportunity for a
[[Page 61301]]
hearing will be given to a party that has applied for, or been granted,
confidential treatment under section 210(a) of the Advisers Act of the
Director's intent to deny confidential treatment or revoke a grant of
confidential treatment.
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\12\ 15 U.S.C. 80b-11(c).
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As with other delegations of authority, the Commission retains a
discretionary right to review any action the Director may take under
rule 30-5(g)(8) upon its own initiative or upon petition of a party to
or intervenor in such action, which includes applicants for
confidential treatment under section 210(a) of the Advisers Act.\13\ If
the right to exercise such review is declined, or if no such review is
sought within the time stated in Commission rules, then the action of
the Director shall, for all purposes, including appeal or review
thereof, be deemed the action of the Commission.\14\
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\13\ 15 U.S.C. 78d-1(b); 17 CFR 201.430.
\14\ 15 U.S.C. 78d-1(c); 17 CFR 201.430.
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II. Administrative Law Matters
The Commission finds, in accordance with section 553(b)(A) of the
Administrative Procedure Act (``APA''), that the amendment to rule 30-5
relates solely to agency organization, procedures, or practices.\15\
Accordingly, the APA's provisions regarding notice of rulemaking and
opportunity for public comment are not applicable. In accordance with
the APA, we find that there is good cause to establish an effective
date less than 30 days after publication of this amendment.\16\ This
amendment does not substantially affect the rights or obligations of
non-agency parties and pertains to increasing efficiency of internal
Commission operations. This amendment is therefore effective on
December 31, 2025. For the same reasons, the provisions of the Small
Business Regulatory Enforcement Fairness Act are not applicable to the
amendment. Additionally, the provisions of the Regulatory Flexibility
Act, which apply only when notice and comment are required by the APA
or other law, are not applicable to the amendment. Section 23(a)(2) of
the Exchange Act requires the Commission, in adopting rules under that
Act, to consider the impact that the rules will have on competition and
prohibits the Commission from adopting any rule that would impose a
burden on competition not necessary or appropriate in furtherance of
the Exchange Act. The amendment will not have any impact on competition
because it will not impose any new burdens on private parties. The
amendment does not contain any collection of information requirements
as defined by the Paperwork Reduction Act of 1995.\17\
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\15\ 5 U.S.C. 553(b)(A).
\16\ 5 U.S.C. 553(d).
\17\ See 5 U.S.C. 804(3)(C); 5 U.S.C. 603; 15 U.S.C. 78w(a)(2);
44 U.S.C. 3501 et seq.
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Statutory Authority
The Commission is adopting amendments to rule 30-5 of the
Commission's Rules of Organization and Program Management under the
authority set forth in sections 4A and 4B of the Exchange Act [15
U.S.C. 78d-1 and 78d-2].
List of Subjects in 17 CFR Part 200
Administrative practice and procedure, Authority delegations
(Government agencies).
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 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS
0
1. The authority citation 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, 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); 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
0
2. Add paragraph (g)(8) to Sec. 200.30-5 to read as follows:
Sec. 200.30-5 Delegation of authority to Director of Division of
Investment Management.
* * * * *
(g) * * *
(8)(i) To authorize the issuance of orders granting and denying
applications for confidential treatment filed pursuant to section
210(a) of the Act (15 U.S.C. 80b-10(a)).
(ii) To authorize the issuance of orders revoking previously issued
orders granting confidential treatment.
* * * * *
By the Commission.
Dated: December 29, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-24127 Filed 12-30-25; 8:45 am]
BILLING CODE 8011-01-P
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