9728 Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Ch. II 

[Release Nos. 33–11225; 34–98226; IA– 

6388; IC–34993; File No. S7–14–23] 

Regulatory Flexibility Agenda 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Semiannual Regulatory Agenda. 

SUMMARY: The Securities and Exchange 

Commission is publishing the Chair’s 

agenda of rulemaking actions pursuant 

to the Regulatory Flexibility Act (RFA) 

(Pub. L. 96–354, 94 Stat. 1164) (Sept. 19, 

1980). The items listed in the Regulatory 

Flexibility Agenda for Fall 2023 reflect 

only the priorities of the Chair of the 

U.S. Securities and Exchange 

Commission, and do not necessarily 

reflect the views and priorities of any 

individual Commissioner. 

Information in the agenda was 

accurate on August 22, 2023, the date on 

which the Commission’s staff completed 

compilation of the data. To the extent 

possible, rulemaking actions by the 

Commission since that date have been 

reflected in the agenda. The 

Commission invites questions and 

public comment on the agenda and on 

the individual agenda entries. 

The Commission is now printing in 

the Federal Register, along with our 

preamble, only those agenda entries for 

which we have indicated that 

preparation of an RFA analysis is 

required. 

The Commission’s complete RFA 

agenda will be available online at 

www.reginfo.gov. 

DATES: Comments should be received on 

or before March 11, 2024. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/other.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

14–23 on the subject line. 

Paper Comments 

• Send paper comments to Vanessa 

A. Countryman, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File No. 

S7–14–23. This file number should be 

included on the subject line if email is 

used. To help the Commission process 

and review your comments more 

efficiently, please use only one method. 

The Commission will post all comments 

on the Commission’s website (https://

www.sec.gov/rules/other.shtml). 

Comments are also available for website 

viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE, Washington, DC 20549, 

on official business days between the 

hours of 10 a.m. and 3 p.m. Operating 

conditions may limit access to the 

Commission’s Public Reference Room. 

Do not include personal identifying 

information in submissions; you should 

submit only information that you wish 

to make available publicly. We may 

redact in part or withhold entirely from 

publication submitted material that is 

obscene or subject to copyright 

protection. 

FOR FURTHER INFORMATION CONTACT: Sarit 

Klein, Office of the General Counsel, 

202–551–5037. 

SUPPLEMENTARY INFORMATION: The RFA 

requires each Federal agency, twice 

each year, to publish in the Federal 

Register an agenda identifying rules that 

the agency expects to consider in the 

next 12 months that are likely to have 

a significant economic impact on a 

substantial number of small entities (5 

U.S.C. 602(a)). The RFA specifically 

provides that publication of the agenda 

does not preclude an agency from 

considering or acting on any matter not 

included in the agenda and that an 

agency is not required to consider or act 

on any matter that is included in the 

agenda (5 U.S.C. 602(d)). The 

Commission may consider or act on any 

matter earlier or later than the estimated 

date provided on the agenda. While the 

agenda reflects the current intent to 

complete a number of rulemakings in 

the next year, the precise dates for each 

rulemaking at this point are uncertain. 

Actions that do not have an estimated 

date are placed in the long-term 

category; the Commission may 

nevertheless act on items in that 

category within the next 12 months. The 

agenda includes new entries, entries 

carried over from prior publications, 

and rulemaking actions that have been 

completed (or withdrawn) since 

publication of the last agenda. 

The following abbreviations for the 

acts administered by the Commission 

are used in the agenda: 

‘‘Securities Act’’—Securities Act of 1933 

‘‘Exchange Act’’—Securities Exchange 

Act of 1934 

‘‘Investment Company Act’’— 

Investment Company Act of 1940 

‘‘Investment Advisers Act’’—Investment 

Advisers Act of 1940 

‘‘Dodd Frank Act’’—Dodd-Frank Wall 

Street Reform and Consumer 

Protection Act 

The Commission invites public 

comment on the agenda and on the 

individual agenda entries. 

By the Commission. 

Dated: August 25, 2023. 

Vanessa A. Countryman, 

Secretary. 

3 OOD—PROPOSED RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

610 .................... EDGAR Filer Access and Account Management ............................................................................................ 3235–AM58 

DIVISION OF CORPORATION FINANCE—PROPOSED RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

611 .................... Rule 144 Holding Period .................................................................................................................................. 3235–AM78 


ddrumheller on DSK120RN23PROD with PROPOSALS26
Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 9729 

DIVISION OF CORPORATION FINANCE—FINAL RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

612 .................... Prohibition Against Conflicts of Interest in Certain Securitizations ................................................................. 3235–AL04 

613 .................... Rule 14a–8 Amendments ................................................................................................................................ 3235–AM91 

DIVISION OF CORPORATION FINANCE—COMPLETED ACTIONS

Sequence No. Title Regulation 

Identifier No. 

614 .................... Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure ........................................ 3235–AM89 

DIVISION OF INVESTMENT MANAGEMENT—FINAL RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

615 .................... Safeguarding Advisory Client Assets ............................................................................................................... 3235–AM32 

616 .................... Enhanced Disclosures by Certain Investment Advisers and Investment Companies about Environmental, 

Social, and Governance Investment Practices.

3235–AM96 

617 .................... Open-End Fund Liquidity Risk Management Programs and Swing Pricing; Form N–PORT Reporting ........ 3235–AM98 

618 .................... Cybersecurity Risk Management for Investment Advisers, Registered Investment Companies, and Business Development Companies.3235–AN08 

619 .................... Outsourcing by Investment Advisers ............................................................................................................... 3235–AN18 

620 .................... Regulation S P: Privacy of Consumer Financial Information and Safeguarding Customer Information ........ 3235–AN26 

DIVISION OF INVESTMENT MANAGEMENT—COMPLETED ACTIONS

Sequence No. Title Regulation 

Identifier No. 

621 .................... Investment Company Names ........................................................................................................................... 3235–AM72 

622 .................... Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews .................. 3235–AN07 

DIVISION OF TRADING AND MARKETS—FINAL RULE STAGE

Sequence No. Title Regulation 

Identifier No. 

623 .................... Amendments to Exchange Act Rule 3b–16 re Definition of ‘‘Exchange’’; Regulation ATS and Regulation 

SCI for ATSs That Trade U.S. Government Securities, NMS Stocks and Other Securities.

3235–AM45 

624 .................... Cybersecurity Risk Management Rules for Broker-Dealers, Clearing Agencies, MSBSPs, the MSRB, National Securities Associations, National Securities Exchanges, SBSDRs, SBS Dealers, and Transfer 

Agents.

3235–AN15 

625 .................... Regulation NMS: Minimum Pricing Increments, Access Fees, and Transparency of Better Priced Orders .. 3235–AN23 

626 .................... Regulation Best Execution ............................................................................................................................... 3235–AN24 

DIVISION OF TRADING AND MARKETS—COMPLETED ACTIONS

Sequence No. Title Regulation 

Identifier No. 

627 .................... Exemption for Certain Exchange Members ..................................................................................................... 3235–AN17 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

3 OOD 

Proposed Rule Stage 

610. EDGAR Filer Access and Account 

Management [3235–AM58] 

Legal Authority: 15 U.S.C. 77c; 15 

U.S.C. 77f; 15 U.S.C. 77g; 15 U.S.C. 78l; 

15 U.S.C. 78m; . . . 

Abstract: The Commission proposed 

rule and form amendments concerning 

access to and management of accounts 

on the Commission’s Electronic Data 

Gathering, Analysis, and Retrieval 

system (‘‘EDGAR’’) that are related to 

potential technical changes to EDGAR 

(collectively referred to as ‘‘EDGAR 

Next’’). The Commission proposed to 

require that electronic filers (‘‘filers’’) 

authorize and maintain designated 

individuals as account administrators 

and that filers, through their account 

administrators, take certain actions to 

manage their accounts on a dashboard 

on EDGAR. Further, the Commission 

proposed that filers may only authorize 

individuals as account administrators or 

in the other roles described herein if 

those individuals first obtain individual 

account credentials in the manner to be 

specified in the EDGAR Filer Manual. 


ddrumheller on DSK120RN23PROD with PROPOSALS26
9730 Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 

As part of the EDGAR Next changes, the 

Commission would offer filers optional 

Application Programming Interfaces 

(‘‘APIs’’) for machine-to-machine 

communication with EDGAR, including 

submission of filings and retrieval of 

related information. If the proposed rule 

and form amendments are adopted, the 

Commission would make corresponding 

changes to the EDGAR Filer Manual and 

implement the potential technical 

changes. 

Timetable: 

Action Date FR Cite 

NPRM .................. 09/22/23 88 FR 65524 

NPRM Comment 

Period End.

11/21/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Rosemary Filou, 

Chief Counsel, EDGAR Business Office, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–4813, Email: filour@

sec.gov. 

RIN: 3235–AM58 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Corporation Finance 

Proposed Rule Stage 

611. Rule 144 Holding Period [3235– 

AM78] 

Legal Authority: 15 U.S.C. 77b; 15 

U.S.C. 77b note; 15 U.S.C. 77c; 15 U.S.C. 

77d; 15 U.S.C. 77f; 15 U.S.C. 77g; 15 

U.S.C. 77h; 15 U.S.C. 77j; 15 U.S.C. 77r; 

15 U.S.C. 77s; 15 U.S.C. 77z–3; 15 

U.S.C. 77sss; 15 U.S.C. 78c; 15 U.S.C. 

78d; 15 U.S.C. 78j; 15 U.S.C. 78l; 15 

U.S.C. 78m; 15 U.S.C. 78n; 15 U.S.C. 

78o; 15 U.S.C. 78o–7 note; 15 U.S.C. 78t; 

15 U.S.C. 78w; 15 U.S.C. 78ll(d); 15 

U.S.C. 78mm; 15 U.S.C. 80a–8; 15 

U.S.C. 80a–24; 15 U.S.C. 80a–26; 15 

U.S.C. 80a–28; 15 U.S.C. 80a–29; 15 

U.S.C. 80a–30; 15 U.S.C. 80a–37; Pub. L. 

112–106, sec. 201(a), sec. 401, 126 Stat. 

313 (2012); Sec. 401 Pub. L. 112–106, 

126 Stat. 313 (2012); Sec. 107, Pub. L. 

112–106, 126 Stat. 312; 12 U.S.C. 5461 

et seq. ; 15 U.S.C. 77s(a); 15 U.S.C. 77z– 

2; 15 U.S.C. 77sss(a); 15 U.S.C. 78a et 

seq.; 15 U.S.C. 78c(b); 15 U.S.C. 78o(d); 

15 U.S.C. 78u–5; 15 U.S.C. 78w(a); 15 

U.S.C. 78ll; 15 U.S.C. 80a–2(a); 15 

U.S.C. 80a–3; 15 U.S.C. 80a–6(c); 15 

U.S.C. 80a–9; 15 U.S.C. 80a–10; 15 

U.S.C. 80a–13; 15 U.S.C. 7201 et seq. ; 

18 U.S.C. 1350; Sec. 107, Pub. L. 112– 

106, 126 Stat. 312; 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); . . . 

Abstract: The Division is considering 

recommending that the Commission 

repropose amendments to Rule 144, a 

non-exclusive safe harbor that permits 

the public resale of restricted or control 

securities if the conditions of the rule 

are met. 

Timetable: 

Action Date FR Cite 

NPRM .................. 01/19/21 86 FR 5063 

NPRM Comment 

Period End.

03/22/21 

Second NPRM .... 10/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Felicia H. Kung, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–3430, Email: kungf@

sec.gov. 

RIN: 3235–AM78 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Corporation Finance 

Final Rule Stage 

612. Prohibition Against Conflicts of 

Interest in Certain Securitizations 

[3235–AL04] 

Legal Authority: 15 U.S.C. 77b; 15 

U.S.C. 77b note; 15 U.S.C. 77c; 15 U.S.C. 

77d; 15 U.S.C. 77f; 15 U.S.C. 77g; 15 

U.S.C. 77h; 15 U.S.C. 77j; 15 U.S.C. 77r; 

15 U.S.C. 77s; 15 U.S.C. 77z–3; 15 

U.S.C. 77sss; 15 U.S.C. 78c; 15 U.S.C. 

78d; 15 U.S.C. 78j; 15 U.S.C. 78l; 15 

U.S.C. 78m; 15 U.S.C. 78n; 15 U.S.C. 

78o; 15 U.S.C. 78o–7 note; 15 U.S.C. 78t; 

15 U.S.C. 78w; 15 U.S.C. 78ll(d); 15 

U.S.C. 78mm; 15 U.S.C. 80a–8; 15 

U.S.C. 80a–24; 15 U.S.C. 80a–28; 15 

U.S.C. 80a–29; 15 U.S.C. 80a–30; 15 

U.S.C. 80a–37; Pub. L. 112–106, sec. 

201(a), sec. 401, 126 Stat. 313(2012), 

unless otherwise noted; . . . 

Abstract: The Division is considering 

recommending that the Commission 

adopt a rule under the Securities Act to 

implement the prohibition under 

section 621 of the Dodd-Frank Act on 

material conflicts of interest in 

connection with certain securitizations. 

The proposed rules would prohibit, for 

a specified period, a securitization 

participant from engaging in any 

transaction that would result in a 

material conflict of interest between a 

securitization participant and an 

investor in the relevant asset-backed 

security. As specified in section 621, the 

proposed rule would provide exceptions 

for risk-mitigating hedging activities, 

bona fide market-making activities, and 

liquidity commitments. 

Timetable: 

Action Date FR Cite 

NPRM .................. 09/28/11 76 FR 60320 

NPRM Comment 

Period End.

12/19/11 

NPRM Comment 

Period Extended.

12/16/11 76 FR 78181 

NPRM Comment 

Period Extended End.

01/13/12 

NPRM Comment 

Period Extended.

01/03/12 77 FR 24 

NPRM Comment 

Period Extended End.

02/13/12 

Second NPRM .... 02/14/23 88 FR 9678 

Second NPRM 

Comment Period End.

03/27/23 

Final Action ......... 11/00/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Rolaine Bancroft, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–3430. 

RIN: 3235–AL04 

613. Rule 14A–8 Amendments [3235– 

AM91] 

Legal Authority: 5 U.S.C. 78c(b); 15 

U.S.C. 78n; 15 U.S.C. 78w(a); 15 U.S.C. 

80a–20(a); 15 U.S.C. 80a–29; 15 U.S.C. 

80a–37; . . . 

Abstract: The Division is considering 

recommending that the Commission 

adopt rule amendments regarding 

shareholder proposals under Rule 14a– 

8. The Commission proposed to, among 

other things, update certain substantive 

bases for exclusion of shareholder 

proposals under the Commission’s 

shareholder proposal rule. The 

proposed amendments would amend 

the substantial implementation 

exclusion, the duplication exclusion, 

and the resubmission exclusion. 

Timetable: 

Action Date FR Cite 

NPRM .................. 07/27/22 87 FR 45052 

NPRM Comment 

Period End.

09/12/22 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Hughes Bates, 

Special Counsel, Division of 

Corporation Finance, Securities and 


ddrumheller on DSK120RN23PROD with PROPOSALS26

I I I I 

I 
Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 9731 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

3500, Email: batesh@sec.gov. 

RIN: 3235–AM91 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Corporation Finance 

Completed Actions 

614. Cybersecurity Risk Management, 

Strategy, Governance, and Incident 

Disclosure [3235–AM89] 

Legal Authority: 15 U.S.C. 77g; 15 

U.S.C. 77s(a); 15 U.S.C. 78c(b); 15 U.S.C. 

78l; 15 U.S.C. 78m; 15 U.S.C. 78n; 15 

U.S.C. 78o; 15 U.S.C. 78w(a); . . . 

Abstract: The Commission adopted 

new rules to enhance and standardize 

disclosures regarding cybersecurity risk 

management, strategy, governance, and 

incidents by public companies that are 

subject to the reporting requirements of 

the Securities Exchange Act of 1934. 

Specifically, the Commission adopted 

amendments to require current 

disclosure about material cybersecurity 

incidents. The Commission also 

adopted rules requiring periodic 

disclosures about a registrant’s 

processes to assess, identify, and 

manage material cybersecurity risks, 

management’s role in assessing and 

managing material cybersecurity risks, 

and the board of directors’ oversight of 

cybersecurity risks. Lastly, the final 

rules require the cybersecurity 

disclosures to be presented in Inline 

eXtensible Business Reporting Language 

(‘‘Inline XBRL’’). 

Timetable: 

Action Date FR Cite 

NPRM .................. 03/23/22 87 FR 16590 

NPRM Comment 

Period End.

05/09/22 

NPRM Comment 

Period Reopened.

10/18/22 87 FR 63016 

NPRM Comment 

Period End.

11/01/22 

Final Action ......... 08/04/23 88 FR 51896 

Final Action Effective.09/05/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Nabeel Cheema, 

Division of Corporation Finance, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–3430, Email: cheeman@

sec.gov. 

RIN: 3235–AM89 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Investment Management 

Final Rule Stage 

615. Safeguarding Advisory Client 

Assets [3235–AM32] 

Legal Authority: 15 U.S.C. 80b–4; 15 

U.S.C. 80b–6(4); 15 U.S.C. 80b–11(a); 15 

U.S.C. 80b–3(c)(1); 15 U.S.C. 80b–18b; 

15 U.S.C. 80b–11; 15 U.S.C. 80b–23 

Abstract: The Division is considering 

recommending that the Commission 

adopt amendments to existing rules 

and/or adopt new rules under the 

Investment Advisers Act of 1940 to 

improve and modernize the regulations 

around the custody of funds or 

investments of clients by Investment 

Advisers. 

Timetable: 

Action Date FR Cite 

NPRM .................. 03/09/23 88 FR 14672 

NPRM Comment 

Period End.

05/08/23 

NPRM Comment 

Period Reopened.

08/30/23 88 FR 59818 

NPRM Comment 

Period Reopened End.

10/30/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Melissa Harke, 

Division of Investment Management, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6722, Email: harkem@

sec.gov. 

RIN: 3235–AM32 

616. Enhanced Disclosures by Certain 

Investment Advisers and Investment 

Companies About Environmental, 

Social, and Governance Investment 

Practices [3235–AM96] 

Legal Authority: 15 U.S.C. 77e; 15 

U.S.C. 77f; 15 U.S.C. 77g; 15 U.S.C. 77j; 

15 U.S.C. 77s; 15 U.S.C. 78m; 15 U.S.C. 

78o; 15 U.S.C. 78w; 15 U.S.C. 78ll; 15 

U.S.C. 80a–8; 15 U.S.C. 80a–24; 15 

U.S.C. 80a–29; 15 U.S.C. 80a–37; 15 

U.S.C. 80b–3; 15 U.S.C. 80b–4; 15 U.S.C. 

80b–11; 44 U.S.C. 3506 and 3507; . . . 

Abstract: The Division is considering 

recommending that the Commission 

adopt requirements for investment 

companies and investment advisers 

related to environmental, social and 

governance (ESG) factors, including ESG 

claims and related disclosures. Among 

other things, the Commission proposed 

to amend rules and forms under both 

the Investment Advisers Act of 1940 

and the Investment Company Act of 

1940 to require registered investment 

advisers, certain advisers that are 

exempt from registration, registered 

investment companies, and business 

development companies, to provide 

additional information regarding their 

ESG investment practices. The proposed 

amendments to these forms and 

associated rules seek to facilitate 

enhanced disclosure of ESG issues to 

clients and shareholders. The proposed 

rules and form amendments are 

designed to create a consistent, 

comparable, and decision-useful 

regulatory framework for ESG advisory 

services and investment companies to 

inform and protect investors while 

facilitating further innovation in this 

evolving area of the asset management 

industry. 

Timetable: 

Action Date FR Cite 

NPRM .................. 06/17/22 87 FR 36654 

NPRM Comment 

Period End.

08/16/22 

NPRM Comment 

Period Reopened.

10/18/22 87 FR 63016 

NPRM Comment 

Period End.

11/01/22 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Nathan Schurr, 

Division of Investment Management, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6394, Email: 

schuurna@sec.gov. 

RIN: 3235–AM96 

617. Open-End Fund Liquidity Risk 

Management Programs and Swing 

Pricing; Form N–PORT Reporting 

[3235–AM98] 

Legal Authority: 15 U.S.C. 80a–22(c); 

15 U.S.C. 80a–37(a); 15 U.S.C. 80a– 

31(a); 15 U.S.C. 80a–35b; 15 U.S.C. 80a– 

6; 15 U.S.C. 80a–8; 15 U.S.C. 80a–22; 15 

U.S.C. 80a–24; 15 U.S.C. 80a–29; 15 

U.S.C. 80a–30; 15 U.S.C. 80a–33; 15 

U.S.C. 80a–37; 15 U.S.C. 80a–44; 15 

U.S.C. 80b–6; 15 U.S.C. 78j; 15 U.S.C. 

78m; 15 U.S.C. 78o; 15 U.S.C. 78w; 15 

U.S.C. 78ll; 15 U.S.C. 77g; 15 U.S.C. 77j; 

15 U.S.C. 77q; 15 U.S.C. 77s; 15 U.S.C. 

77sss; 44 U.S.C. 3506; 44 U.S.C. 3507 

Abstract: The Division is considering 

recommending that the Commission 

adopt changes to regulatory 

requirements relating to open-end 

fund’s liquidity and dilution 

management. The Commission 

proposed amendments to its current 

rules for open-end management 

investment companies (‘‘open-end 

funds’’) regarding liquidity risk 


ddrumheller on DSK120RN23PROD with PROPOSALS26
9732 Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 

management programs and swing 

pricing. The proposed amendments are 

designed to improve liquidity risk 

management programs to better prepare 

funds for stressed conditions and 

improve transparency in liquidity 

classifications. The amendments are 

also designed to mitigate dilution of 

shareholders’ interests in a fund by 

requiring any open-end fund, other than 

a money market fund or exchangetraded fund, to use swing pricing to 

adjust a fund’s net asset value (‘‘NAV’’) 

per share to pass on costs stemming 

from shareholder purchase or 

redemption activity to the shareholders 

engaged in that activity. In addition, to 

help operationalize the proposed swing 

pricing requirement, and to improve 

order processing more generally, the 

Commission proposed a ‘‘hard close’’ 

requirement for these funds. Finally, the 

Commission proposed amendments to 

reporting and disclosure requirements 

on Forms N–PORT, N–1A, and N–CEN 

that apply to certain registered 

investment companies, including 

registered open-end funds (other than 

money market funds), registered closedend funds, and unit investment trusts. 

The proposed amendments would 

require more frequent reporting of 

monthly portfolio holdings and related 

information to the Commission and the 

public, amend certain reported 

identifiers, and make other amendments 

to require additional information about 

funds’ liquidity risk management and 

use of swing pricing. 

Timetable: 

Action Date FR Cite 

NPRM .................. 12/16/22 87 FR 77172 

NPRM Comment 

Period End.

02/14/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Mykaila 

DeLesDernier, Senior Counsel, Division 

of Investment Management, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549, Phone: 202 

551–5129, Email: delesdernierm@

sec.gov. 

RIN: 3235–AM98 

618. Cybersecurity Risk Management 

for Investment Advisers, Registered 

Investment Companies, and Business 

Development Companies [3235–AN08] 

Legal Authority: 5 U.S.C. 80a–30(a); 

15 U.S.C. 80a–37(a); 15 U.S.C. 80b–4; 15 

U.S.C. 80b–11; 15 U.S.C. 80b–3(d); 15 

U.S.C. 80b–6(4); 15 U.S.C. 80b–11(a); 15 

U.S.C. 80b–11(h); 15 U.S.C. 80a–8; 15 

U.S.C. 80a–29; 15 U.S.C. 80a–37; 15 

U.S.C. 80b–3(c)(1) 

Abstract: The Division is considering 

recommending that the Commission 

adopt rules to enhance fund and 

investment adviser disclosures and 

governance relating to cybersecurity 

risks. The Commission proposed new 

rules to require registered investment 

advisers (‘‘advisers’’) and investment 

companies (‘‘funds’’) to adopt and 

implement written cybersecurity 

policies and procedures reasonably 

designed to address cybersecurity risks. 

The Commission also proposed a new 

rule and form under the Advisers Act to 

require advisers to report significant 

cybersecurity incidents affecting the 

adviser, or its fund or private fund 

clients, to the Commission. With respect 

to disclosure, the Commission proposed 

amendments to various forms regarding 

the disclosure related to significant 

cybersecurity risks and cybersecurity 

incidents that affect advisers and funds 

and their clients and shareholders. 

Finally, the Commission proposed new 

recordkeeping requirements under the 

Advisers Act and Investment Company 

Act. 

Timetable: 

Action Date FR Cite 

NPRM .................. 03/09/22 87 FR 13524 

NPRM Comment 

Period End.

04/11/22 

NPRM Comment 

Period Reopened.

03/21/23 88 FR 16921 

NPRM Comment 

Period End.

05/22/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Christopher Staley, 

Branch Chief, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

8475, Email: staleyc@sec.gov. 

RIN: 3235–AN08 

619. Outsourcing by Investment 

Advisers [3235–AN18] 

Legal Authority: 15 U.S.C. 10b–3; 15 

U.S.C. 10b–4; 15 U.S.C. 10b–11; 15 

U.S.C. 77s(a); 15 U.S.C. 78w(a); 15 

U.S.C. 78bb(e)(2); 15 U.S.C. 7sss(a); 15 

U.S.C. 80a–37(a) 

Abstract: The Division is considering 

recommending that the Commission 

adopt rules related to the oversight of 

third-party service providers. The 

Commission proposed a new rule under 

the Investment Advisers Act of 1940 to 

prohibit registered investment advisers 

(‘‘advisers’’) from outsourcing certain 

services or functions without first 

meeting minimum requirements. The 

proposed rule would require advisers to 

conduct due diligence prior to engaging 

a service provider to perform certain 

services or functions. It would further 

require advisers to periodically monitor 

the performance and reassess the 

retention of the service provider in 

accordance with due diligence 

requirements to reasonably determine 

that it is appropriate to continue to 

outsource those services or functions to 

that service provider. The Commission 

also proposed corresponding 

amendments to the investment adviser 

registration form to collect census-type 

information about the service providers 

defined in the proposed rule. In 

addition, the Commission proposed 

related amendments to the Advisers Act 

books and records rule, including a new 

provision requiring advisers that rely on 

a third party to make and/or keep books 

and records to conduct due diligence 

and monitoring of that third party and 

obtain certain reasonable assurances 

that the third party will meet certain 

standards. 

Timetable: 

Action Date FR Cite 

NPRM .................. 11/16/22 87 FR 68816 

NPRM Comment 

Period End.

12/27/22 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Mark Stewart, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–4410, Email: stewartm@

sec.gov. 

RIN: 3235–AN18 

620. Regulation S P: Privacy of 

Consumer Financial Information and 

Safeguarding Customer Information 

[3235–AN26] 

Legal Authority: 15 U.S.C. 78q; 15 

U.S.C. 78q–1; 15 U.S.C. 78mm; 15 

U.S.C. 80a–30; 15 U.S.C. 80a–37; 15 

U.S.C. 80b–4; 15 U.S.C. 80b–4a; 15 

U.S.C. 80b–11; 15 U.S.C. 1681w(a); 15 

U.S.C. 6801; 15 U.S.C. 6804; 15 U.S.C. 

6805; 15 U.S.C. 6825; 15 U.S.C. 78w 

Abstract: The Division of Investment 

Management and Division of Trading 

and Markets are considering 

recommending that the Commission 

adopt amendments to Regulation S–P. 

The Commission proposed rule 

amendments that would require brokers 

and dealers, investment companies and 

investment advisers registered with the 

Commission to adopt written policies 

and procedures for incident response 

programs to address unauthorized 

access to or use of customer 

information, including procedures for 

providing timely notification to 


ddrumheller on DSK120RN23PROD with PROPOSALS26

I 

I I 
Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 9733 

individuals affected by an incident 

involving sensitive customer 

information with details about the 

incident and information designed to 

help affected individuals respond 

appropriately. The Commission also 

proposed to broaden the scope of 

information covered by amending 

requirements for safeguarding customer 

records and information, and for 

properly disposing of consumer report 

information. In addition, the proposed 

amendments would extend the 

application of the safeguards provisions 

to transfer agents. The proposed 

amendments would also include 

requirements to maintain written 

records documenting compliance with 

the proposed amended rules. Finally, 

the proposed amendments would 

conform annual privacy notice delivery 

provisions to the terms of an exception 

provided by a statutory amendment to 

the Gramm-Leach-Bliley Act. 

Timetable: 

Action Date FR Cite 

NPRM .................. 04/06/23 88 FR 20616 

NPRM Comment 

Period End.

06/05/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Zeena AbdulRahman, Senior Counsel, Division of 

Investment Management, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

4099, Email: abdulrahmanz@sec.gov. 

RIN: 3235–AN26 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Investment Management 

Completed Actions 

621. Investment Company Names 

[3235–AM72] 

Legal Authority: 15 U.S.C. 80a–8; 15 

U.S.C. 80a–29; 15 U.S.C. 80a–30; 15 

U.S.C. 80a–33; 15 U.S.C. 80a–34; 15 

U.S.C. 80a–37; 15 U.S.C. 80a–58; 15 

U.S.C. 80a–63; 15 U.S.C. 80a–18; 15 

U.S.C. 77e; 15 U.S.C. 77f; 15 U.S.C. 

77g(a); 15 U.S.C. 77h; 15 U.S.C. 77j; 15 

U.S.C. 77s(a); 15 U.S.C. 78j; 15 U.S.C. 

78m; 15 U.S.C. 78o; 15 U.S.C. 78w; 15 

U.S.C. 78ll; . . . 

Abstract: The Commission amended 

the rule under the Investment Company 

Act of 1940 that addresses certain broad 

categories of investment company 

names that are likely to mislead 

investors about an investment 

company’s investments and risks. The 

amendments to this rule are designed to 

increase investor protection by 

improving, and broadening the scope of, 

the requirement for certain funds to 

adopt a policy to invest at least 80 

percent of the value of their assets in 

accordance with the investment focus 

that the fund’s name suggests, updating 

the rule’s notice requirements, and 

establishing recordkeeping 

requirements. The Commission also 

adopted enhanced prospectus 

disclosure requirements for terminology 

used in fund names, and additional 

requirements for funds to report 

information on Form N–PORT regarding 

compliance with the names-related 

regulatory requirements. 

Timetable: 

Action Date FR Cite 

ANPRM ............... 03/06/20 85 FR 13221 

ANPRM Comment 

Period End.

05/05/20 

NPRM .................. 06/17/22 87 FR 36594 

NPRM Comment 

Period End.

08/16/22 

NPRM Comment 

Period Reopened.

10/18/22 87 FR 63016 

NPRM Comment 

Period End.

11/01/22 

Final Action ......... 10/11/23 88 FR 70436 

Final Action Effective.12/11/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Michael Kosoff, 

Division of Investment Management, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6754, Email: kosoffm@

sec.gov. 

RIN: 3235–AM72 

622. Private Fund Advisers; 

Documentation of Registered 

Investment Adviser Compliance 

Reviews [3235–AN07] 

Legal Authority: 15 U.S.C. 80b–3(d); 

15 U.S.C. 80b–6(4); 15 U.S.C. 80b–11(a); 

15 U.S.C. 80b–11(h); 15 U.S.C. 80b–4; 

15 U.S.C. 80b–11 

Abstract: The Commission adopted 

new rules under the Investment 

Advisers Act of 1940. The rules are 

designed to protect investors who 

directly or indirectly invest in private 

funds by increasing visibility into 

certain practices involving 

compensation schemes, sales practices, 

and conflicts of interest through 

disclosure; establishing requirements to 

address such practices that have the 

potential to lead to investor harm; and 

restricting practices that are contrary to 

the public interest and the protection of 

investors. These rules are likewise 

designed to prevent fraud, deception, or 

manipulation by the investment 

advisers to those funds. The 

Commission adopted corresponding 

amendments to the Advisers Act books 

and records rule to facilitate compliance 

with these new rules and assist its 

examination staff. Finally, the 

Commission adopted amendments to 

the Advisers Act compliance rule, 

which affect all registered investment 

advisers, to better enable its staff to 

conduct examinations. 

Timetable: 

Action Date FR Cite 

NPRM .................. 03/24/22 87 FR 16886 

NPRM Comment 

Period End.

04/25/22 

NPRM Comment 

Period Reopened.

05/12/22 87 FR 29059 

NPRM Comment 

Period End.

06/13/22 

Final Action ......... 09/14/23 88 FR 63206 

Final Action Effective.11/13/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Melissa Harke, 

Division of Investment Management, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6722, Email: harkem@

sec.gov. 

RIN: 3235–AN07 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Trading and Markets 

Final Rule Stage 

623. Amendments to Exchange Act Rule 

3b–16 Re Definition of ‘‘Exchange’’; 

Regulation ATS and Regulation SCI for 

ATSS That Trade U.S. Government 

Securities, NMS Stocks and Other 

Securities [3235–AM45] 

Legal Authority: 15 U.S.C. 77g; 15 

U.S.C. 78mm; 15. U.S.C. 78w(a); 15 

U.S.C. 78q(h); 15 U.S.C. 77q(a); 15 

U.S.C. 78n; 15 U.S.C. 78dd–1; 15 U.S.C. 

78b; 15 U.S.C. 78o(c); 15 U.S.C. 80(a)– 

23; 15 U.S.C. 78c; 15 U.S.C. 78o(g); 15 

U.S.C. 80a–29; 15 U.S.C. 78j; 15 U.S.C. 

78o–4; 15 U.S.C. 80a–37; 15 U.S.C. 78k– 

1(c); 15 U.S.C. 78o–5; 15 U.S.C. 77s(a); 

15 U.S.C. 781; 15 U.S.C. 78q(a); 15 

U.S.C. 78i(a); 15 U.S.C. 78m; 15 U.S.C. 

78q(b); 15 U.S.C. 78o(b) 

Abstract: The Division is considering 

recommending that the Commission 

adopt proposed amendments to 

Exchange Act Rule 3b–16 to include 

systems that offer the use of non-firm 

trading interest and communication 


ddrumheller on DSK120RN23PROD with PROPOSALS26

I I 
9734 Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 

protocols to bring together buyers and 

sellers of securities. 

The Division is considering 

recommending that the Commission 

adopt proposed amendments to 

Regulation ATS and Regulation SCI for 

ATSs that trade U.S. Government 

Securities, NMS stock, and other types 

of securities and to require the 

electronic filing of a modernized version 

of Form ATS and Form ATS–R. 

Timetable: 

Action Date FR Cite 

NPRM .................. 12/31/20 85 FR 87106 

NPRM Comment 

Period End.

03/01/21 

Second NPRM .... 03/18/22 87 FR 15496 

Second NPRM 

Comment Period End.

04/18/22 

NPRM Comment 

Period Reopened.

05/12/22 87 FR 29059 

NPRM Comment 

Period Reopened End.

06/13/22 

NPRM Comment 

Period Reopened.

05/05/23 88 FR 29448 

NPRM Comment 

Period Reopened End.

06/13/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Tyler Raimo, 

Division of Trading and Markets, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–6227, Email: raimot@

sec.gov. 

RIN: 3235–AM45 

624. Cybersecurity Risk Management 

Rules for Broker-Dealers, Clearing 

Agencies, MSBSPS, the MSRB, National 

Securities Associations, National 

Securities Exchanges, SBSDRS, SBS 

Dealers, and Transfer Agents [3235– 

AN15] 

Legal Authority: 15 U.S.C. 77c; 15 

U.S.C. 77f; 15 U.S.C. 77g; 15 U.S.C. 77h; 

15 U.S.C. 77j; 15 U.S.C. 77s(a); 15 U.S.C. 

77z–3; 15 U.S.C. 77sss(a); 15 U.S.C. 

78c(b); 15 U.S.C. 78l; 15 U.S.C. 78m; 15 

U.S.C. 78n; 15 U.S.C. 78o(d); 15 U.S.C. 

78o–10; 15 U.S.C. 78w(a); 15 U.S.C. 

78ll; 15 U.S.C. 80a–6(c); 15 U.S.C. 80a– 

8; 15 U.S.C. 80a–29; 15 U.S.C. 80a–30; 

15 U.S.C. 80a–37; 15 U.S.C. 80b–4; 15 

U.S.C. 80b–10; 15 U.S.C. 80b–11; 15 

U.S.C. 7201 et seq.; 18 U.S.C. 1350; . . . 

Abstract: The Division is considering 

recommending that the Commission 

adopt amendments to require that 

market entities address cybersecurity 

risks, to improve the Commission’s 

ability to obtain information about 

significant cybersecurity incidents 

impacting market entities, and to 

improve transparency about 

cybersecurity risk in the U.S. securities 

markets. The Commission proposed a 

new rule and form and amendments to 

existing recordkeeping rules to require 

broker-dealers, clearing agencies, major 

security-based swap participants, the 

Municipal Securities Rulemaking Board, 

national securities associations, national 

securities exchanges, security-based 

swap data repositories, security-based 

swap dealers, and transfer agents to 

address cybersecurity risks through 

policies and procedures, immediate 

notification to the Commission of the 

occurrence of a significant cybersecurity 

incident and, as applicable, reporting 

detailed information to the Commission 

about a significant cybersecurity 

incident, and public disclosures that 

would improve transparency with 

respect to cybersecurity risks and 

significant cybersecurity incidents. In 

addition, the Commission proposed 

amendments to existing clearing agency 

exemption orders to require the 

retention of records that would need to 

be made under the proposed 

cybersecurity requirements. Finally, the 

Commission proposed amendments to 

address the potential availability to 

security-based swap dealers and major 

security-based swap participants of 

substituted compliance in connection 

with those requirements. 

Timetable: 

Action Date FR Cite 

NPRM .................. 04/05/23 88 FR 20212 

NPRM Comment 

Period End.

06/05/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Nina Kostyukovskyn, 

Attorney, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

8833, Email: kostyukovskyn@sec.gov. 

RIN: 3235–AN15 

625. Regulation NMS: Minimum Pricing 

Increments, Access Fees, and 

Transparency of Better Priced Orders 

[3235–AN23] 

Legal Authority: 15 U.S.C. 78b; 15 

U.S.C. 78c; 15 U.S.C. 78e; 15 U.S.C. 78f; 

15 U.S.C. 78k; 15 U.S.C. 78k–1; 15 

U.S.C. 78o; 15 U.S.C. 78o–3; 15 U.S.C. 

78q; 15 U.S.C. 78s; 15 U.S.C. 78w(a); 15 

U.S.C. 78mm 

Abstract: The Division is considering 

recommending that the Commission 

amend certain rules of Regulation 

National Market System (Regulation 

NMS) under the Securities Exchange 

Act of 1934, as amended, to adopt 

variable minimum pricing increments 

for the quoting and trading of NMS 

stocks, reduce the access fee caps, and 

enhance the transparency of better 

priced orders. 

Timetable: 

Action Date FR Cite 

NPRM .................. 12/29/22 87 FR 80266 

NPRM Comment 

Period End.

03/31/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Kelly Riley, Senior 

Special Counsel, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549, Phone: 202 551– 

6772, Email: reileyke@sec.gov. 

RIN: 3235–AN23 

626. Regulation Best Execution [3235– 

AN24] 

Legal Authority: 15 U.S.C. 77g; 15 

U.S.C. 77q(a); 15 U.S.C. 77s(a); 15 U.S.C. 

78b; 15 U.S.C. 78c(b); 15 U.S.C. 78e; 15 

U.S.C. 78g(c)(2); 15 U.S.C. 78i(a); 15 

U.S.C. 78j; 15 U.S.C. 78k–1; 15 U.S.C. 

78l; 15 U.S.C. 78m; 15 U.S.C. 78n; 15 

U.S.C. 78o(b); 15 U.S.C. 78o(c); 15 

U.S.C. 78o(g); 15 U.S.C. 78o–1; 15 

U.S.C. 78q; 15 U.S.C. 78w(a); 15 U.S.C. 

78x; 15 U.S.C. 78dd–1; 15 U.S.C. 78mm; 

15 U.S.C. 80a–23; 15 U.S.C. 80a–29; 15 

U.S.C. 80a–30; . . . 

Abstract: The Division is considering 

recommending that the Commission 

adopt new rules under the Securities 

Exchange Act of 1934 relating to a 

broker-dealer’s duty of best execution. 

Proposed Regulation Best Execution 

would enhance the existing regulatory 

framework concerning the duty of best 

execution by requiring detailed policies 

and procedures for all broker-dealers 

and more robust policies and 

procedures for broker-dealers engaging 

in certain conflicted transactions with 

retail customers, as well as related 

review and documentation 

requirements. 

Timetable: 

Action Date FR Cite 

NPRM .................. 01/27/23 88 FR 5440 

NPRM Comment 

Period End.

03/31/23 

Final Action ......... 04/00/24 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: David R. Dimitrious, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 


ddrumheller on DSK120RN23PROD with PROPOSALS26

I 

I I 

I 
Federal Register / Vol. 89, No. 28 / Friday, February 9, 2024 / UA: Reg Flex Agenda 9735 

Phone: 202 551–5131, Email: 

dimitriousd@sec.gov. 

RIN: 3235–AN24 

SECURITIES AND EXCHANGE 

COMMISSION (SEC) 

Division of Trading and Markets 

Completed Actions 

627. Exemption for Certain Exchange 

Members [3235–AN17] 

Legal Authority: 15 U.S.C. 78c; 15 

U.S.C. 78o; 15 U.S.C. 78o–1; 15 U.S.C. 

78q; 15 U.S.C. 78s; 15 U.S.C. 78w; 15 

U.S.C. 78mm; . . . 

Abstract: The Commission adopted 

amendments to a rule under the 

Securities Exchange Act of 1934 that 

exempts certain Commission-registered 

brokers or dealers from membership in 

a registered national securities 

association (‘‘Association’’). The 

amendments replace rule provisions 

that provide an exemption for 

proprietary trading with narrower 

exemptions from Association 

membership for any registered broker or 

dealer that is a member of a national 

securities exchange, carries no customer 

accounts, and effects transactions in 

securities otherwise than on a national 

securities exchange of which it is a 

member. The amendments create 

exemptions for such a registered broker 

or dealer that effects securities 

transactions otherwise than on an 

exchange of which it is a member that 

result solely from orders that are routed 

by a national securities exchange of 

which it is a member to comply with 

order protection regulatory 

requirements, or are solely for the 

purpose of executing the stock leg of a 

stock-option order. 

Timetable: 

Action Date FR Cite 

NPRM .................. 08/12/22 87 FR 49930 

NPRM Comment 

Period End.

09/27/22 

Final Action ......... 09/07/23 88 FR 61850 

Final Action Effective.11/06/23 

Regulatory Flexibility Analysis 

Required: Yes. 

Agency Contact: Michael Bradley, 

Division of Trading and Markets, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549, 

Phone: 202 551–5594, Email: 

bradleym@sec.gov. 

RIN: 3235–AN17 

[FR Doc. 2024–00469 Filed 2–8–24; 8:45 am] 

BILLING CODE 8011–01–P 


ddrumheller on DSK120RN23PROD with PROPOSALS26