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 Securities and Exchange Commission 17 CFR Parts 200, 230, 274, and 275
[Release Nos. 33-11325; 34-101540; IA-6767; IC-35377]
 AGENCY: Securities and Exchange Commission.
 ACTION: Final rule.
 SUMMARY: The Securities and Exchange Commission (“Commission”) is adopting amendments to correct certain errors in various rules and forms under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940. The Commission is also amending a rule that displays control numbers assigned to information collection requirements by the Office of Management and Budget pursuant to the Paperwork Reduction Act.
 DATES: This rule is effective November 18, 2024.
 FOR FURTHER INFORMATION CONTACT: Greg Scopino, Senior Counsel; Blair Burnett, Branch Chief; or Brian McLaughlin Johnson, Assistant Director, Investment Company Regulation Office, at (202) 551-6792, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-8549.


SUPPLEMENTARY INFORMATION: The Commission is amending the following rules and forms: Commission reference
CFR citation
                             (17 CFR)Securities Act of 1933 (“Securities Act”) 1
Rule 482 2
§ 230.482.Securities Act and Investment Company Act of 1940 (“Act” or “Investment Company Act”) 3
Form N-1A 4
§§ 239.15A and 274.11A.Form N-2 5
§§ 239.14 and 274.11a-1.Securities Exchange Act of 1934 (“Exchange Act”) 6
                             and Investment Company Act
Form N-CSR 7
§§ 249.331 and 274.128.Investment Company Act
Form N-MFP 8
§ 274.201.Investment Advisers Act of 1940 (“Investment Advisers Act”) 9
Rule 204-2 10
§ 275.204-2.OMB control numbers 11
§ 200.800.
 Table of Contents I. Discussion A. Form N-MFP B. Rule 482(b)(4) C. Form N-1A D. Form N-2 E. Form N-CSR F. Rule 204-2(j)(4) G. OMB Control Numbers II. Procedural and Other matters III. Economic Analysis A. Form N-MFP B. Rule 482(b)(4) C. Other Amendments IV. Paperwork Reduction Act Statutory Authority I. Discussion The Commission is adopting amendments to correct errors in certain Commission rules and forms. Specifically, the amendments correct errors in the formula for calculating yield data reported on Form N-MFP, which requires money market funds to report portfolio and other information to the Commission each month. The amendments also make conforming changes to the risk disclosure statement in rule 482, which requires certain information to be included in mutual fund advertisements and sales literature. The amendments also conform certain provisions of Form N-1A and Form N-2, forms used by open-end management investment companies (“open-end funds”) and closed-end funds, respectively, to register under the Investment Company Act and to offer their shares under the Securities Act. These amendments reflect recent rule changes requiring open-end funds to transmit more concise annual and semi-annual reports to shareholders. Further, the amendments correct outdated cross-
                    ( print page 90580)
                    references and redesignate the numbering of certain paragraphs within Form N-CSR, a reporting form used by funds to file shareholder reports under the Investment Company Act and the Exchange Act. The amendments also correct an erroneous cross-reference in rule 204-2, which prescribes recordkeeping requirements for investment advisers. Finally, the amendments insert inadvertently omitted Office of Management and Budget (“OMB”) control numbers in 17 CFR 200.800, which is a rule that displays control numbers OMB has assigned to existing information collection requirements pursuant to the Paperwork Reduction Act. Although the amendments are effective immediately, to the extent that registrants need additional time to conform to the amendments, they may take up to 90 days after the effective date to comply.[12]
                    
                     Given the nature of the amendments, a 90-day compliance period gives registrants adequate time to review these amendments and, if necessary, update their practices to reflect the corrections. A. Form N-MFP The Commission is adopting amendments to correct errors in Form N-MFP. Money market funds use Form N-MFP to report portfolio and other information to the Commission each month. Among the items required by Form N-MFP is the reporting of a money market fund's 7-day annualized gross and net yields. The form requires money market funds to report 7-day gross yield at the series level and 7-day net yield at the class level.[13]
                    
                     These standardized metrics give investors the ability to view the yield information of a money market fund over a recent time period, allowing investors to make better informed decisions and, in the aggregate, provide the Commission with useful data for identifying and monitoring trends in the money market fund sector. In 2023, the Commission adopted a rulemaking that changed the frequency at which funds are required to report the 7-day yield information in their monthly reports on Form N-MFP to require 7-day gross and net yield data for each business day of the month (instead of only the 7 days ended on the last day of the month).[14] In making this frequency-related change, the phrase “business days” was erroneously inserted into the yield calculation formula in a way that inadvertently altered the calculation period from 7 calendar days to 7 business days. A 7-business day period is internally inconsistent with the remainder of the yield calculation formula, which uses a scaling factor intended to annualize yields calculated over 7 calendar days. If used with a 7-business day period, it would result in the reporting of inflated annual yields on Form N-MFP.[15]
                    
                     Based on a review of a sample of recent Form N-MFP filings, Commission staff has not observed any evidence of an increase in reported yield figures relative to yields reported in prior periods, suggesting that money market funds' yield calculations do not reflect the error.[16]
                    
                     In addition, in amending Form N-MFP in 2023, the phrase “immediately preceding” was inadvertently inserted into the yield calculation formula, such that the reporting day would not be included in the calculation. The amendments correct these errors, ensuring that Form N-MFP continues to reflect the longstanding method money market funds have used to calculate and report yield figures (measured over seven calendar days) to the Commission in Form N-MFP and in other contexts, including prospectuses, advertisements, and sales literature.[17] B. Rule 482(b)(4) We are amending rule 482 to correct outdated cross-references and conform the risk statements that money market funds must include in their advertisements and sales literature to the risk statements that money market funds must include in their prospectuses.[18]
                    
                     Rule 482 applies to advertisements or other sales materials with respect to securities of an investment company registered under the Investment Company Act that is selling or proposing to sell its securities pursuant to a registration statement that has been filed under the Investment Company Act.[19]
                    
                     This rule describes the information that is required to be included in an advertisement, including a disclosure statement that must be used on money market fund advertisements.[20] In the Money Market Fund Reform Adopting Release, the Commission amended the risk statements that money market funds must include in their prospectuses to align with the changes to money market fund regulations adopted in that release (
                    *e.g.,*
                     the removal of provisions allowing temporary suspensions of redemptions and changes to the liquidity fee framework). However, rule 482 was not included in the amendments and the statements that rule 482 currently requires are inconsistent with the recently amended regulatory framework for money market funds.[21]
                    
                     Further, the risk statements that money market funds were required to include in prospectuses and advertisements have otherwise always been identical and the risk statements should not differ based on whether an investor is reviewing a prospectus or an advertisement.[22] 
 
 As a result, rule 482 includes outdated references to concepts that have been removed or significantly modified in underlying money market fund regulations (
                    *e.g.,*
                     allowing temporary suspensions of redemptions). The amendments to rule 482 would correct this error, make certain other conforming edits to further align the language of the risk statements with the risk statements that money market funds must include in their prospectuses, and correct inaccurate cross references to money market fund rules.[23] C. Form N-1A We are amending a provision of Form N-1A to correct a cross reference, reflecting changes made in the Tailored Shareholder Reports Adopting Release.[24]
                    
                     Specifically, we are amending Item 10(a)(1)(iii) of Form N-1A. This item requires open-end funds to include prospectus disclosure stating that a discussion regarding the basis for the board of directors approving any advisory contract of the fund is available in the fund's annual or semi-annual report to shareholders, as applicable.[25]
                    
                     In the Tailored Shareholder Reports Adopting Release, however, the Commission adopted amendments requiring discussion regarding the basis for the board's approval of the advisory contract to be included on Form N-CSR rather than in the annual or semi-annual report.[26]
                    
                     We are accordingly amending Item 10(a)(1)(iii) to reference that this disclosure now appears in the fund's reports on Form N-CSR.[27]
                    
                     Because this change simply updates a cross reference, funds may include the updated language in their next annual prospectus update following the adoption of the amendments to Form N-1A and we anticipate funds would update this disclosure at that time. In the interim period before funds make this update, an investor who wants to review the discussion regarding the basis for the board's approval of the advisory contract would look in the fund's shareholder report (which is referenced in the current prospectus disclosure requirement).[28]
                    
                     While this discussion will no longer appear in the fund's shareholder report, the report will include a link to additional information about the fund, which includes the discussion regarding the basis for the board's approval of the advisory contract. D. Form N-2 We are amending Instruction 8.a to Item 24 of Form N-2 to correct a cross-reference to a provision of Form N-CSR that became outdated when the Commission adopted amendments to Form N-CSR in the Tailored Shareholder Reports Adopting Release. Instruction 8.a refers to Item 7 of Form N-CSR (“Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies”), which was redesignated as Item 12 (but not otherwise changed) in the Tailored Shareholder Reports Adopting Release.[29]
                    
                     We are therefore amending the reference in Item 7 in Instruction 8.a to refer instead to Item 12. E. Form N-CSR We are amending Items 2, 16, and 19 of Form N-CSR to correct outdated cross-references, remove unnecessary instructions, and redesignate the numbering of certain paragraphs. In the Recovery of Erroneously Awarded Compensation Adopting Release, the Commission added a new Item 18 (“Recovery of Erroneously Awarded Compensation”) to Form N-CSR and redesignated then-current Item 18 (“Exhibits”) as Item 19.[30]
                    
                     References in Item 2 of Form N-CSR, however, erroneously still refer to Item 18.[31]
                    
                     We are therefore amending Item 2 to refer to Item 19 instead of Item 18. In the Recovery of Erroneously Awarded Compensation Adopting Release, the Commission also added new paragraph (a)(2) to newly designated Item 19 (“Exhibits”) and redesignated paragraph (a)(2) of newly redesignated Item 19 as paragraph (a)(3). Subsequent paragraphs were not renumbered, however, resulting in two paragraphs designated (a)(3). The amendments would correct this error by redesignating existing paragraphs (a)(3) and (a)(4) of newly redesignated Item 19 as paragraphs (a)(4) and (a)(5). We are also correcting the title for the instructions to Item 19, which currently erroneously references Item 13. In addition, we are removing the instruction to paragraph (b) of Item 16 and the instruction to paragraph (a)(3) of Item 19 on Form N-CSR.[32]
                    
                     These instructions were included in Form N-CSR pursuant to the 2016 investment company reporting modernization 
                    ( print page 90582)
                    rulemaking to address how registrants should handle certain disclosures during the transition period before all registered management investment companies were required to file Form N-PORT.[33]
                    
                     These instructions are unnecessary as all registered management investment companies are currently required to file Form N-PORT (
                    *i.e.,*
                     the transition period for reporting on Form N-PORT has concluded). F. Rule 204-2(j)(4) We are amending rule 204-2 under the Investment Advisers Act to correct an erroneous cross reference. The corrected cross reference in rule 204-2(j)(4) will refer to 17 CFR 270.0-2(b)(2) (rule 0-2(b)(2)) for the definition of non-resident investment adviser (and not rule 0-2(d)(3) under the Investment Advisers Act, which does not exist). G. OMB Control Numbers Finally, we are amending 17 CFR 200.800 to display control numbers OMB has assigned to certain existing information collection requirements pursuant to the Paperwork Reduction Act that mistakenly were not previously listed in that rule. II. Procedural and Other Matters The Administrative Procedure Act (“APA”) generally requires an agency to publish notice of a rulemaking in the 
                    **Federal Register**
                     and provide an opportunity for public comment.[34]
                    
                     This requirement does not apply, however, if the agency “for good cause, finds . . . that notice and public procedure thereon are impracticable, unnecessary, or contrary to the public interest.” [35]
                    
                     Given the nature of the amendments and the associated minimal exercise of discretion, the Commission finds that notice and public comment are unnecessary and that there is good cause to implement these amendments in a final rule. The amendments to Form N-MFP correct inadvertent errors that created an inconsistency in the yield calculation formula and represented a departure from the longstanding method money market funds have used to calculate and report yield figures to the Commission. The amendments to rule 482 conform the required risk disclosure to the recently amended regulatory framework for money market funds. The amendments to Form N-1A, Form N-2, Form N-CSR, and rule 204-2 are ministerial in nature. They update incorrect or outdated cross references, redesignate the numbering of certain paragraphs, or remove outdated information. Accordingly, we find good cause that publishing the amendments to Form N-MFP, rule 482, Form N-1A, Form N-2, Form N-CSR, and rule 204-2 for comment is unnecessary. The APA also provides that notice of proposed rulemaking is not required for “rules of agency organization, procedure, or practice.” [36]
                    
                     The amendments to 17 CFR 200.800 pertain to agency organization, procedure, or practice, and therefore are not subject to the APA's requirement for advance notice and opportunity for public comment prior to publication. The APA generally requires publication of a rule at least 30 days before its effective date. This requirement does not apply, however, if the agency finds good cause for making the rule effective sooner.[37]
                    
                     For the same reasons we are forgoing notice and comment, we find good cause to make the amendments effective upon publication in the 
                    **Federal Register**
                    . This finding that notice and public comment are unnecessary also satisfies the requirements of the Congressional Review Act, allowing the amendments to become effective at such time that the Commission determines.[38]
                    
                     Pursuant to the Congressional Review Act, the Office of Information and Regulatory Affairs has designated these amendments not a “major rule,” as defined by 5 U.S.C. 804(2). The amendments also do not require analysis under the Regulatory Flexibility Act.[39] III. Economic Analysis As discussed above, these amendments correct errors in certain Commission rules and forms. The Commission is mindful of the economic effects, including the benefits and costs, of the adopted amendments. The analysis below addresses the likely economic effects of the amendments, including the anticipated and estimated benefits and costs of the amendments and their likely effects on efficiency, competition, and capital formation.[40]
                    
                     We analyze these effects against a baseline that consists of the current regulatory framework and current market practices. The amendments we are adopting are limited in nature.[41]
                    
                     Therefore, many of the economic effects will be minimal or null. Where we are unable to quantify those economic effects that may exist, we explain why they are impracticable to quantify and we discuss them in qualitative terms. Given the nature of the benefits and the minimal costs expected to result from these amendments, we do not anticipate any changes to efficiency, competition, or capital formation will result from these amendments. A. Form N-MFP *Baseline.*
                     Money market funds report their gross and net yields using public Form N-MFP filings.[42]
                    
                     The instructions accompanying these yields' calculations were inadvertently changed in a 2023 rulemaking.[43]
                    
                     The amendments to Form N-MFP correct this error.[44] We estimate that this amendment to Form N-MFP will apply to 291 money market funds registered with the Commission as of December 31, 2023. Commission staff have not observed evidence of reported yield changes that would be expected if money market funds had fully implemented the erroneous instructions in their calculations of 7-day annualized gross and net yields.[45] 
 
 *Economic Effects.*
                     The amendments to Form N-MFP will correct errors and ensure that Form N-MFP continues to reflect the longstanding calculation method for money market fund yields, including consistency in calculation methods across Form N-MFP, prospectuses, advertisements, and sales literature.[46]
                    
                     Investors will benefit to the extent that they would have been confused as to the performance of any money market funds that incorporate the errors into their yield calculations.[47]
                    
                     The change may also provide a small benefit to money market funds to the extent that the erroneous instructions and departure from longstanding methods would otherwise complicate their completion of the form. We expect that money market funds will not incur significant costs associated with these amendments. As mentioned above, a review of a sample of Form N-MFP filings suggests that filers' recent yield calculations do not reflect the error.[48]
                    
                     If there are any money market funds that have implemented the erroneous instructions, those funds will have to make corrections to their internal processes following these amendments. However, we anticipate the one-time costs to do so will be minimal as funds are familiar with the correct method from Form N-MFP prior to the erroneous amendments going into effect, as well as from preparing their prospectuses, advertisements, and sales literature. B. Rule 482(b)(4) *Baseline.*
                     Advertisements and other sales material for securities of a registered investment company that holds itself out to be a money market fund must include certain risk disclosures specified in paragraph (b)(4) of rule 482, as applicable to the fund.[49]
                    
                     Currently, the disclosures required by rule 482(b)(4) do not reflect recent changes to 17 CFR 270.2a-7 (rule 2a-7).[50]
                    
                     In addition, the required wording in these disclosures deviates from the corresponding statements that Form N-1A directs money market funds to include in their prospectuses, which historically had been aligned.[51]
                    
                     The amendment to rule 482 corrects these errors by aligning the risk disclosure language in paragraph (b)(4) to exactly match the corresponding language in Form N-1A.[52] We estimate that the amendment to rule 482 will apply to 291 money market funds registered with the Commission as of December 2023. Money market funds will have to update their processes for preparing advertisements to incorporate the amended language in rule 482(b)(4), to the extent these processes have not already been updated. Intermediaries that prepare money market fund advertisements are also subject to rule 482(b)(4) and will also have to update their processes, if they have not already done so. *Economic Effects.*
                     The amendment will restore the consistency of the aforementioned risk disclosures presented by money market funds across various channels. This change will principally benefit certain prospective investors that may use a fund's advertisement to inform their investment decisions. Specifically, these investors will be presented with information that accurately describes certain requirements of amended rule 2a-7 applicable to the fund, thereby eliminating any confusion stemming from potential inconsistencies in risk disclosures across these channels. Funds and intermediaries will incur a minimal cost associated with updating their processes for preparing money market fund advertisements as a result of this amendment because the wording changes are not extensive, and they may take up to 90 days to make the changes. In addition, we anticipate that funds or intermediaries generally will update any previously prepared advertisements that are actively in use, but that have not been updated to account for amended rule 2a-7.[53]
                    
                     This cost will scale with the number of these money market fund advertisements maintained by a fund or intermediary, but we expect the costs to funds and intermediaries will be minimal because the wording changes are minor and precisely prescribed, and funds and intermediaries may take up to 90 days to make the changes. C. Other Amendments The amendments make several ministerial changes to correct missing or erroneous paragraph numbers, cross-references, and similar administrative text. These changes affect Form N-1A, Form N-CSR, Form N-2, rule 204-2(j)(4), and the OMB control numbers listed in 17 CFR 200.800. Form N-1A contains inaccurate language, in Item 10(a)(1)(iii), about the location of a discussion regarding the basis for the fund board's approval of the fund's advisory contract: it states the basis will be in the fund's annual or semi-annual report to fund shareholders, but funds are required to include this basis in Form N-CSR filings rather than in reports.[54]
                    
                     Open-end funds use Form N-1A to register with the Commission and to offer their shares; as of December 2023, there are 12,153 open-end funds registered with the Commission. Correcting the erroneous statement in Form N-1A may benefit certain prospective investors that are inclined to review a fund board's basis for approving the fund's advisory contract. We are unaware of any data that would allow us to estimate the number of prospective investors that are inclined to seek out this information or the number of these prospective investors that would face difficulty obtaining this information in the absence of the technical amendment. However, any benefit will be small because investors can find this information despite the error.[55]
                    
                     Similarly, the costs that funds will undertake to update the wording on Form N-1A to reference Form N-CSR rather than their annual or semi-annual report will be minimal because the wording changes are not extensive and because funds will not need to include the updated language until their next annual prospectus update following the adoption of the amendments to Form N-1A.[56] 
 
 Form N-CSR contains incorrect cross-references, paragraph numbering, and section headings.[57]
                    
                     As of December 2023, there are 12,851 registered management investment companies that are registered with the Commission and required to file Form N-CSR. Correcting Form N-CSR will benefit users to the extent they may have been confused by the errors. Registered management investment companies will not incur any costs as a result of the corrections, which impose no new obligations. Form N-2 contains an incorrect cross-reference.[58]
                    
                     Closed-end funds use Form N-2 to register with the Commission and to offer their shares; as of December 2023 there are 683 closed-end funds registered with the Commission. There may be a minimal benefit to closed-end funds resulting from this change if fewer compliance resources are required to correctly complete the form. There will be no cost to closed-end funds or other registrants, as the change does not require any action. Rule 204-2(j)(4) contains an incorrect cross-reference. Rule 204-2(j)(4) sets books and records requirements for non-resident advisers; as of December 2023, there are 15,478 advisers registered with the Commission. There may be minimal benefit to advisers from this amendment to the extent that the erroneous cross reference caused confusion to some registrants or other individuals.[59]
                    
                     There will be no costs to advisers or other registrants resulting from this change, as no new actions will be required of them. The table in 17 CFR 200.800 displays current OMB control numbers for information collection requirements codified in title 17 of the CFR, but OMB control numbers for several rules are absent from this display.[60]
                    
                     This amendment may benefit the public to the extent the corrected table improves ease of reference. We expect any benefit to be small. The amendment has no costs to registrants or other market participants. IV. Paperwork Reduction Act Certain provisions of the rules and form amendments contain “collection of information” requirements within the meaning of the Paperwork Reduction Act of 1995 (“PRA”).[61]
                    
                     Specifically, the amendments to rule 482(b)(4) of the Securities Act to revise the particular wording of the risk statements that money market funds must include in their advertisements modify an existing “collection of information.” The title for the existing collection of information is “Rule 482 under the Securities Act of 1933, Advertising by an Investment Company as Satisfying Requirements of section 10” (OMB Control No. 3235-0565). This collection of information will be mandatory for money market funds and the information will not be kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. We are submitting the proposed collections of information to the Office of Management and Budget for review in accordance with the PRA. In our most recent PRA submission for rule 482, we estimated the annual aggregate burden to comply with the collection of information requirement of rule 482 is 577,847 burden hours with an internal cost burden of $213,133,255.[62]
                    
                     Given that the amendments are one-time updates to the wording of the risk statements already required under current rule 482(b)(4), we believe that, once affected funds have made these one-time changes, the amendments to rule 482(b)(4) will only require money market funds to incur the same costs and hour burdens, per fund, on an ongoing basis as under current rule 482(b)(4). The table below summarizes our PRA initial and ongoing annual burden estimates associated with the amendments to rule 482. Some money market funds may have already updated the risk statements in their advertisements to conform with the required risk statements in their prospectus. Accordingly, the PRA estimates likely overestimate the costs associated with the final amendments for those funds whose risk statements in their advertisements are currently in line with the risk statements that the amendments would require. Estimates
Internal initial
                             burden hours
Internal annual
                             
                                burden hours 1
Wage rate 2
Internal
                             
                                time costs 1Amended risk statement in advertisement
0.5
3
                             0.17
4
                             $429
$73Number of funds

5
                             × 291

5
                             × 291Total estimated burden

49

21,243Current Burden Estimates

577,847

213,133,255Revised Burden Estimates

577,896

213,154,4981
                         This estimate includes the initial burden and internal time costs estimates amortized over a three-year period.2
                         The estimated wage figures are based on published rates for the professionals described in this chart, modified to account for an 1800-hour work-year and inflation. The estimated figures for the proposed burdens were multiplied by 5.35 to account for bonuses, firm size, employee benefits, and overhead. See Securities Industry and Financial Markets Association's Report on Management & Professional Earnings in the Securities Industry 2013.3
                         This estimate assumes that, after the initial 0.5 hours to amend the fund's risk statement, funds would not have an ongoing burden associated with the amendment.4
                         This represents a blended rate for a compliance attorney ($449) and a senior programmer ($408).5
                         The number of funds estimate is based on the number of money market funds reporting to the Commission on Form N-MFP as of Dec. 2023.
 The amendments to Form N-MFP, Form N-1A, Form N-2, Form N-CSR, and rule 204-2 do not make any substantive modifications to any existing collection of information requirements or impose any new 
                    ( print page 90585)
                    substantive recordkeeping or information collection requirements within the meaning of the PRA.
                    63
                     Accordingly, we are not revising any burden and cost estimates in connection with these amendments. Statutory Authority The Commission is adopting these amendments under the authority set forth in the Securities Act, particularly sections 5, 6, 7, 10, 19, and 28 thereof [15 U.S.C. 77a 
                    *et seq.*]; the Exchange Act, particularly section 23 thereof [15 U.S.C. 78a 
                    *et seq.*]; the Investment Company Act, particularly sections 8, 24, 30, and 38 thereof [15 U.S.C. 80a 
                    *et seq.*]; the Investment Advisers Act, particularly sections 204 and 211 thereof [15 U.S.C. 80b-1 
                    *et seq*]; and 44 U.S.C. 3506, 3507. List of Subjects 17 CFR Part 200 Administrative practice and procedure
Organization and functions (Government agencies) 17 CFR Part 230 Reporting and recordkeeping requirements
Securities 17 CFR Part 274 Investment companies
Reporting and recordkeeping requirements
Securities 17 CFR Part 275 Investment advisers
Reporting and recordkeeping requirements
 Text of Rule and Form Amendments For reasons set forth in the preamble, the Commission is amending title 17, chapter II of the Code of Federal Regulations as follows: PART 200—ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS
 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, 78
                            *l,*
                             78m, 78n, 78
                            *o,*
                             78
                            *o*
                            -4, 78q, 78q-1, 78w, 78t-1, 78u, 78w, 78
                            *ll*
                            (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. 2.Revise and republish § 200.800 to read as follows: § 200.800 OMB
  (a) 
                            *Purpose.*
                             This subpart collects and displays the control numbers assigned to information collection requirements of the Commission by the Office of Management and Budget pursuant to the Paperwork Reduction Act of 1980, 44 U.S.C. 3500 
                            *et seq.*
                             This subpart displays current OMB control numbers for those information collection requirements of the Commission that are rules and regulations and codified in this title either in full text or incorporated by reference with the approval of the Director of the Office of the Federal Register. (b) 
                            *Display.* Information collection requirement
17 CFR part or section where identified and described
Current OMB
                                     control No.Regulation S-X
Part 210
3235-0009Regulation S-B
Part 228
3235-0417Regulation S-K
Part 229
3235-0071Rule 139b
230.139b
3235-0769Rule 154
230.154
3235-0495Rule 155
230.155
3235-0549Rule 236
230.236
3235-0095Rule 237
230.237
3235-0528Regulation A
230.251 through 230.263
3235-0286Regulation C
230.400 through 230.494
3235-0074Rule 425
230.425
3235-0521Rule 477
230.477
3235-0550Rule 482
230.482
3235-0565Rule 489
230.489
3235-0411Rule 498
230.498
3235-0648Rule 498A
230.498A
3235-0765Regulation D
230.500 through 230.508
3235-0076Regulation E
230.601 through 230.610a
3235-0232Rule 604
230.604
3235-0232Rule 605
230.605
3235-0232Rule 607
230.607
3235-0747Rule 609
230.609
3235-0233Rule 701
230.701
3235-0522Regulation S
230.901 through 230.905
3235-0357Regulation S-T
Part 232
3235-0424Form SB-1
239.9
3235-0423Form SB-2
239.10
3235-0418Form S-1
239.11
3235-0065Form S-2
239.12
3235-0072Form S-3
239.13
3235-0073Form N-2
239.14
3235-0026Form N-1A
239.15A
3235-0307Form S-6
239.16
3235-0184( print page 90586)Form S-8
239.16b
3235-0066Form N-3
239.17a
3235-0316Form N-4
239.17b
3235-0318Form S-11
239.18
3235-0067Form N-14
239.23
3235-0336Form N-5
239.24
3235-0169Form S-4
239.25
3235-0324Form F-1
239.31
3235-0258Form F-2
239.32
3235-0257Form F-3
239.33
3235-0256Form F-4
239.34
3235-0325Form F-6
239.36
3235-0292Form F-7
239.37
3235-0383Form F-8
239.38
3235-0378Form F-10
239.40
3235-0380Form F-80
239.41
3235-0404Form F-X
239.42
3235-0379Form F-N
239.43
3235-0411Form ID
239.63
3235-0328Form SE
239.64
3235-0327Form TH
239.65
3235-0425Form 1-A
239.90
3235-0286Form 2-A
239.91
3235-0286Form 144
239.144
3235-0101Form 1-E
239.200
3235-0232Form CB
239.800
3235-0518Rule 6a-1
240.6a-1
3235-0017Rule 6a-3
240.6a-3
3235-0021Rule 6a-4
240.6a-4
3235-0554Rule 6h-1
240.6h-1
3235-0555Rule 8c-1
240.8c-1
3235-0514Rule 9b-1
240.9b-1
3235-0480Rule 10a-1
240.10a-1
3235-0475Rule 10b-10
240.10b-10
3235-0444Rule 10b-17
240.10b-17
3235-0476Rule 10b-18
240.10b-18
3235-0474Rule 10A-1
240.10A-1
3235-0468Rule 11a1-1(T)
240.11a1-1(T)
3235-0478Rule 12a-5
240.12a-5
3235-0079Regulation 12B
240.12b-1 through 240.12b-36
3235-0062Rule 12d1-3
240.12d1-3
3235-0109Rule 12d2-1
240.12d2-1
3235-0081Rule 12d2-2
240.12d2-2
3235-0080Rule 12f-1
240.12f-1
3235-0128Rule 13a-16
240.13a-16
3235-0116Regulation 13D/G
240.13d-1 through 240.13d-7
3235-0145Schedule 13D
240.13d-101
3235-0145Schedule 13G
240.13d-102
3235-0145Rule 13e-1
240.13e-1
3235-0305Rule 13e-3
240.13e-3
3235-0007Schedule 13E-3
240.13e-100
3235-0007Schedule 13e-4F
240.13e-101
3235-0375Regulation 14A
240.14a-1 through 240.14a-12
3235-0059Schedule 14A
240.14a-101
3235-0059Regulation 14C
240.14c-1
3235-0057Schedule 14C
240.14c-101
3235-0057Regulation 14D
240.14d-1 through 240.14d-9
3235-0102Schedule TO
240.14d-100
3235-0515Schedule 14D-1
240.14d-101
3235-0102Schedule 14D-9
240.14d-101
3235-0102Schedule 14D-1F
240.14d-102
3235-0376Schedule 14D-9F
240.14d-103
3235-0382Regulation 14E
240.14e-1 through 240.14e-2
3235-0102Rule 14f-1
240.14f-1
3235-0108Rule 15a-4
240.15a-4
3235-0010Rule 15a-6
240.15a-6
3235-0371Rule 15b1-1
240.15b1-1
3235-0012Rule 15b6-1(a)
240.15b6-1(a)
3235-0018Rule 15c1-5
240.15c1-5
3235-0471Rule 15c1-6
240.15c1-6
3235-0472Rule 15c1-7
240.15c1-7
3235-0134Rule 15c2-1
240.15c2-1
3235-0485Rule 15c2-5
240.15c2-5
3235-0198( print page 90587)Rule 15c2-7
240.15c2-7
3235-0479Rule 15c2-8
240.15c2-8
3235-0481Rule 15c2-11
240.15c2-11
3235-0202Rule 15c2-12
240.15c2-12
3235-0372Rule 15c3-1
240.15c3-1
3235-0200Rule 15c3-1(c)(13)
240.15c3-1(c)(13)
3235-0499Appendix F to Rule 15c3-1
240.15c-1f
3235-0496Rule 15c3-3
240.15c3-3
3235-0078Rule 15c3-4
240.15c3-4
3235-0497Rule 15d-16
240.15d-16
3235-0116Rule 15g-2
240.15g-2
3235-0434Rule 15g-3
240.15g-3
3235-0392Rule 15g-4
240.15g-4
3235-0393Rule 15g-5
240.15g-5
3235-0394Rule 15g-6
240.15g-6
3235-0395Rule 15g-9
240.15g-9
3235-0385Rule 15Aj-1
240.15Aj-1
3235-0044Rule 15Ba2-1
240.15Ba2-1
3235-0083Rule 15Ba2-5
240.15Ba2-5
3235-0088Rule 15Bc3-1
240.15Bc3-1
3235-0087Rule 17a-1
240.17a-1
3235-0208Rule 17a-2
240.17a-2
3235-0201Rule 17a-3
240.17a-3
3235-0033Rule 17a-3(a)(16)
240.17a-3(a)(16)
3235-0508Rule 17a-4
240.17a-4
3235-0279Rule 17a-4(b)(10)
240.17a-4(b)(10)
3235-0506Rule 17a-5
240.17a-5
3235-0123Rule 17a-5(c)
240.17a-5(c)
3235-0199Rule 17a-6
240.17a-6
3235-0489Rule 17a-7
240.17a-7
3235-0131Rule 17a-8
240.17a-8
3235-0092Rule 17a-9T
240.17a-9T
3235-0524Rule 17a-10
240.17a-10
3235-0122Rule 17a-11
240.17a-11
32350085Rule 17a-12
240.17a-12
3235-0498Rule 17a-13
240.17a-13
3235-035Rule 17a-19
240.17a-19
3235-0133Rule 17a-22
240.17a-22
3235-0196Rule 17a-25
240.17a-25
3235-0540Rule 17f-1(b)
240.17f-1(b)
3235-0032Rule 17f-1(c)
240.17f-1(c)
3235-0037Rule 17f-1(g)
240.17f-1(g)
3235-0290Rule 17f-2(a)
240.17f-2(a)
3235-0034Rule 17f-2(c)
240.17f-2(c)
3235-0029Rule 17f-2(d)
240.17f-2(d)
3235-0028Rule 17f-2(e)
240.17f-2(e)
3235-0031Rule 17f-5
240.17f-5
3235-0269Rule 17h-1T
240.17h-1T
3235-0410Rule 17h-2T
240.17h-2T
3235-0410Rule 17Ab2-1
240.17Ab2-1
3235-0195Rule 17Ac2-1
240.17Ac2-1
3235-0084Rule 17Ad-2(c), (d), and (h)
240.17Ad-2(c), (d), and (h)
3235-0130Rule 17Ad-3(b)
240.17Ad-3(b)
3235-0473Rule 17Ad-4(b) and (c)
240.17Ad-4(b) and (c)
3235-0341Rule 17Ad-6
240.17Ad-6
3235-0291Rule 17Ad-7
240.17Ad-7
3235-0291Rule 17Ad-10
240.17Ad-10
3235-0273Rule 17Ad-11
240.17Ad-11
3235-0274Rule 17Ad-13
240.17Ad-13
3235-0275Rule 17Ad-15
240.17Ad-15
3235-0409Rule 17Ad-16
240.17Ad-16
3235-0413Rule 17Ad-17
240.17Ad-17
3235-0469Rule 19b-1
240.19b-1
3235-0354Rule 19b-4
240.19b-4
3235-0045Rule 19b-4(e)
240.19b-4(e)
3235-0504Rule 19b-5
240.19b-5
3235-0507Rule 19b-7
240.19b-7
3235-0553Rule 19d-1
240.19d-1
3235-0206Rule 19d-2
240.19d-2
3235-0205Rule 19d-3
240.19d-3
3235-0204Rule 19h-1
240.19h-1
3235-0259Rule 24b-1
240.24b-1
3235-0194Rule 101
242.101
3235-0464( print page 90588)Rule 102
242.102
3235-0467Rule 103
242.103
3235-0466Rule 104
242.104
3235-0465Rule 301
242.301
3235-0509Rule 302
242.302
3235-0510Rule 303
242.303
3235-0505Rule 604
242.604
3235-0462Rule 605
242.605
3235-0542Rule 606
242.606
3235-0541Rule 607
242.607
3235-0435Rule 608
242.608
3235-0500Rule 609
242.609
3235-0043Rule 611
242.611
3235-0600Regulation S-P
Part 248
3235-0537Rule 248.30
248.30
3235-0610Regulation S-ID
248.201
3235-0692Form 1
249.1
3235-0017Form 1-N
249.10
3235-0554Form 25
249.25
3235-0080Form 26
249.26
3235-0079Form 3
249.103
3235-0104Form 4
249.104
3235-0287Form 5
249.105
3235-0362Form 8-A
249.208a
3235-0056Form 10
249.210
3235-0064Form 10-SB
249.210b
3235-0419Form 18
249.218
3235-0121Form 20-F
249.220f
3235-0288Form 40-F
249.240f
3235-0381Form 6-K
249.306
3235-0116Form 8-K
249.308
3235-0060Form 10-Q
249.308a
3235-0070Form 10-QSB
249.308b
3235-0416Form 10-K
249.310
3235-0063Form 10-KSB
249.310b
3235-0420Form 11-K
249.311
3235-0082Form 18-K
249.318
3235-0120Form 12B-25
249.322
3235-0058Form 15
249.323
3235-0167Form 13F
249.325
3235-0006Form SE
249.444
3235-0327Form ID
249.446
3235-0328Form DF
249.448
3235-0482Form BD
249.501
3235-0012Form BDW
249.501a
3235-0018Form BD-N
249.501b
3235-0556Form X-17A-5
249.617
3235-0123Form X-17A-19
249.635
3235-0133Form ATS
249.637
3235-0509Form ATS-R
249.638
3235-0509Form CRS
249.640
3235-0766Form X-15AJ-1
249.802
3235-0044Form X-15AJ-2
249.803
3235-0044Form 19b-4
249.819
3235-0045Form 19b-4(e)
249.820
3235-0504Form Pilot
249.821
3235-0507Form SIP
249.1001
3235-0043Form MSD
249.1100
3235-0083Form MSDW
249.1110
3235-0087Form X-17F-1A
249.1200
3235-0037Form TA-1
249b.100
3235-0084Form TA-W
249b.101
3235-0151Form TA-2
249b.102
3235-0337Form CA-1
249b.200
3235-0195Rules 7a-15 through 7a-37
260.7a-15 through 260.7a-37
3235-0132Form T-1
269.1
3235-0110Form T-2
269.2
3235-0111Form T-3
269.3
3235-0105Form T-4
269.4
3235-0107Form ID
269.7
3235-0328Form SE
269.8
3235-0327Form T-6
269.9
3235-0391Rule 0-1
270.0-1
3235-0531( print page 90589)Rule 0-2
270.0-2
3235-0636Rule 0-4
270.0-4
3235-0633Rule 0-5
270.0-5
3235-0780Rule 2a-5
270.2a-5
3235-0779Rule 2a-7
270.2a-7
3235-0268Rule 2a19-1
270.2a19-1
3235-0332Rule 3a-4
270.3a-4
3235-0459Rule 3a-8
270.3a-8
3235-0574Rule 6c-7
270.6c-7
3235-0276Rule 6e-2
270.6e-2
3235-0177Rule 6c-11
270.6c-11
3235-0764Rule 7d-1
270.7d-1
3235-0311Rule 7d-2
270.7d-2
3235-0527Section 8(b) of the Investment Company Act of 1940
270.8b-1 through 270.8b-32
3235-0176Rule 10f-3
270.10f-3
3235-0226Rule 11a-2
270.11a-2
3235-0272Rule 11a-3
270.11a-3
3235-0358Rule 12b-1
270.12b-1
3235-0212Rule 12d1-1
270.12d1-1
3235-0584Rule 12d1-4
270.12d1-4
3235-0639Rule 12d3-1
270.12d3-1
3235-0561Rule 17a-6
270.17a-6
3235-0564Rule 17a-7
270.17a-7
3235-0214Rule 17a-8
270.17a-8
3235-0235Rule 17a-10
270.17a-10
3235-0563Rule 17d-1
270.17d-1
3235-0562Rule 17e-1
270.17e-1
3235-0217Rule 17f-1
270.17f-1
3235-0222Rule 17f-2
270.17f-2
3235-0223Rule 17f-4
270.17f-4
3235-0225Rule 17f-6
270.17f-6
3235-0447Rule 17f-7
270.17f-7
3235-0529Rule 17g-1(g)
270.17g-1(g)
3235-0213Rule 17j-1
270.17j-1
3235-0224Rule 18f-1
270.18f-1
3235-0211Rule 18f-3
270.18f-3
3235-0441Rule 18f-4
270.18f-4
3235-0776Rule 19a-1
270.19a-1
3235-0216Rule 20a-1
270.20a-1
3235-0158Rule 22c-1
270.22c-1
3235-0734Rule 22c-2
270.22c-2
3235-0620Rule 22d-1
270.22d-1
3235-0310Rule 22e-3
270.22e-3
3235-0658Rule 22e-4
270.22e-4
3235-0737Rule 23c-1
270.23c-1
3235-0260Rule 23c-3
270.23c-3
3235-0422Rule 27e-1
270.27e-1
3235-0545Rule 30b2-1
270.30b2-1
3235-0220Rule 30e-2
270.30e-2
3235-0494Rule 30e-1
270.30e-1
3235-0025Rule 30e-3
270.30e-3
3235-0758Rule 31a-1
270.31a-1
3235-0178Rule 31a-2
270.31a-2
3235-0179Rule 31a-4
270.31a-4
3235-0783Rule 32a-4
270.32a-4
3235-0530Rule 34b-1
270.34b-1
3235-0346Rule 35d-1
270.35d-1
3235-0548Rule 38a-1
270.38a-1
3235-0586Investment Company Interactive Data
Part 274
3235-0642Form N-5
274.5
3235-0169Form N-8A
274.10
3235-0175Form N-2
274.11a-1
3235-0026Form N-3
274.11b
3235-0316Form N-4
274.11c
3235-0318Form N-6
274.11d
3235-0503Form N-8B-2
274.12
3235-0186Form N-8B-4
274.14
3235-0247Form N-6F
274.15
3235-0238Form 24F-2
274.24
3235-0456Form N-18F-1
274.51
3235-0211Form N-54A
274.53
3235-0237Form N-54C
274.54
3235-0236Form N-CEN
274.101
3235-0729( print page 90590)Form N-27E-1
274.127e-1
3235-0545Form N-27F-1
274.127f-1
3235-0546Form N-CSR
274.128
3235-0570Form N-PX
274.129
3235-0582Form N-PORT
274.150
3235-0730Form N-17D-1
274.200
3235-0229Form N-MFP
274.201
3235-0657Form N-8F
274.218
3235-0157Form N-17F-1
274.219
3235-0359Form N-17F-2
274.220
3235-0360Form N-23c-3
274.221
3235-0422Form N-CR
274.222
3235-0705Form N-RN
274.223
3235-0754Form ID
274.402
3235-0328Form SE
274.403
3235-0327Rule 0-2
275.0-2
3235-0240Rule 203-3
275.203-3
3235-0538Rule 203A-2(d)
275.203A-2(d)
3235-0689Rule 203A-2(e)
275.203A-2(e)
3235-0559Rule 204-2
275.204-2
3235-0278Rule 204-3
275.204-3
3235-0047Rule 204-5
275.204-5
3235-0767Rule 204A-1
275.204A-1
3235-0596Rule 206(3)-2
275.206(3)-2
3235-0243Rule 206(4)-1
275.206(4)-1
3235-0784Rule 206(4)-2
275.206(4)-2
3235-0241Rule 206(4)-3
275.206(4)-3
3235-0242Rule 206(4)-6
275.206(4)-6
3235-0571Rule 206(4)-7
275.206(4)-7
3235-0585Form ADV
279.1
3235-0049Schedule I to Form ADV
279.1
3235-0490Form ADV-W
279.2
3235-0313Form ADV-H
279.3
3235-0538Form 4-R
279.4
3235-0240Form 5-R
279.5
3235-0240Form 6-R
279.6
3235-0240Form 7-R
279.7
3235-0240Form ADV-E
279.8
3235-0361Form PF
279.9
3235-0679
 PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
 3.The authority citation for part 230 continues to read, in part, as follows: Authority:
                        15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78
                            *l,*
                             78m, 78n, 78o, 78o-7 note, 78t, 78w, 78
                            *ll*
                            (d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted. 
 Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48 Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s). 
 4.Amend § 230.482 by revising paragraph (b)(4) to read as follows: § 230.482
  
 (b) * * * (4) 
                            *Money market funds.*
                             (i) An advertisement for an investment company that holds itself out to be a money market fund, that is not a government money market fund, as defined in § 270.2a-7(a)(14) of this chapter, or a retail money market fund, as defined in § 270.2a-7(a)(21) of this chapter, must include the following statement: You could lose money by investing in the Fund. Because the share price of the Fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The Fund may impose a fee upon sale of your shares. The Fund generally must impose a fee when net sales of Fund shares exceed certain levels. An investment in the Fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor is not required to reimburse the Fund for losses, and you should not expect that the sponsor will provide financial support to the Fund at any time, including during periods of market stress. (ii) An advertisement for an investment company that holds itself out to be a money market fund, that is a government money market fund, as defined in § 270.2a-7(a)(14) of this chapter, or a retail money market fund, as defined in § 270.2a-7(a)(21) of this chapter, and that is subject to the requirements of § 270.2a-7(c)(2)(i) of this chapter (or is not subject to the requirements of § 270.2a-7(c)(2)(i) of this chapter pursuant to § 270.2a-7(c)(2)(i)(B) of this chapter, but has chosen to rely on the ability to impose liquidity fees consistent with the requirements of § 270.2a-7(c)(2)(i)), must include the following statement: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares. An investment in the Fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor is not required to reimburse the Fund for losses, and you should not expect that the sponsor will provide financial support to the Fund at any time, including during periods of market stress. (iii) An advertisement for an investment company that holds itself 
                            ( print page 90591)
                            out to be a money market fund, that is a government money market fund, as defined in § 270.2a-7(a)(14) of this chapter, that is not subject to the requirements of § 270.2a-7(c)(2)(i) of this chapter pursuant to § 270.2a-7(c)(2)(i)(B) of this chapter, and that has not chosen to rely on the ability to impose liquidity fees consistent with the requirements of § 270.2a-7(c)(2)(i), must include the following statement: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor is not required to reimburse the Fund for losses, and you should not expect that the sponsor will provide financial support to the Fund at any time, including during periods of market stress. Note 3 to paragraph (b)(4). If an affiliated person, promoter, or principal underwriter of the Fund, or an affiliated person of such a person, has contractually committed to provide financial support to the Fund, the statement may omit the last sentence (“The Fund's sponsor is not required to reimburse the Fund for losses, and you should not expect that the sponsor will provide financial support to the Fund at any time, including during periods of market stress.”) for the term of the agreement. For purposes of this note, the term “financial support” includes any capital contribution, purchase of a security from the Fund in reliance on § 270.17a-9 of this chapter, purchase of any defaulted or devalued security at par, execution of letter of credit or letter of indemnity, capital support agreement (whether or not the Fund ultimately received support), performance guarantee, or any other similar action reasonably intended to increase or stabilize the value or liquidity of the fund's portfolio; however, the term “financial support” excludes any routine waiver of fees or reimbursement of fund expenses, routine inter-fund lending, routine inter-fund purchases of fund shares, or any action that would qualify as financial support as defined in this note, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the fund's portfolio.
 PART 274—FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
 5.The authority citation for part 274 continues to read as follows: Authority:
                        15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78
                            *l,*
                             78m, 78n, 78n-1, 78
                            *o*
                            (d), 80a-8, 80a-24, 80a-26, 80a-29, and sec. 939A, Pub. L. 111-203, 124 Stat. 1376, unless otherwise noted. 6.Amend Form N-1A (referenced in §§ 239.15A and 274.11A) by revising Item 10. Note: Form N-1A is attached as Appendix A to this document. Form N-1A will not appear in the Code of Federal Regulations. 7.Amend Form N-2 (referenced in §§ 239.14 and 274.11a-1) by revising Instruction 8.a to Item 24. Note: Form N-2 is attached as Appendix B to this document. Form N-2 will not appear in the Code of Federal Regulations. 8.Revise Form N-CSR (referenced in §§ 249.331 and 274.128) by: a.In Items 2(c) and (f), removing the text “Item 18(a)(1)” and adding, in its place, the text “Item 19(a)(1)”; b.In Item 16, removing the instruction to paragraph (b); and c.In Item 19: i.Removing the instruction to paragraph (a)(3); ii. Redesignating the instructions to Item 13 as instructions to Item 19; and iii. Redesignating Items 19(a)(3) and (4) as Items 19(a)(4) and (5), respectively. 9.Amend Form N-MFP (referenced in § 274.201) by revising Items A.19 and B.8. Note: Form N-MFP is attached as Appendix C to this document. Form N-MFP will not appear in the Code of Federal Regulations. PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940
 10.The authority citation 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, 80b-11, 1681w(a)(1), 6801-6809, and 6825, unless otherwise noted. 
 Section 275.204-2 is also issued under 15 U.S.C. 80b-6. 
 11.Amend § 275.204-2 by revising paragraph (j)(4) to read as follows: § 275.204-2
  
 (j) * * * (4) For purposes of this paragraph (j) the term 
                            *non-resident investment adviser*
                             shall have the same meaning set out in § 275.0-2(b)(2).
 By the Commission. Dated: November 7, 2024. Vanessa A. Countryman, Secretary.
 Note: The following appendices will not appear in the Code of Federal Regulations. Appendix A—Form N-1A Form N-1A 
 Item 10. Management, Organization, and Capital Structure (a) * * * (1) * * * (iii) Include a statement, adjacent to the disclosure required by paragraph (a)(1)(ii) of this Item, that a discussion regarding the basis for the board of directors approving any investment advisory contract of the Fund is available in the Fund's reports filed on Form N-CSR, and providing the period covered by the most recent Form N-CSR report that includes this discussion. 
 Appendix B—Form N-2 Form N-2 
 Item 24. Financial Statements 
 Instructions 
 8. a. When a Registrant (or financial intermediary through which shares of the Registrant may be purchased or sold) receives a request for a description of the policies and procedures that the Registrant uses to determine how to vote proxies, the Registrant (or financial intermediary) must send the information most recently disclosed in response to Item 18.16 of this Form or Item 12 of Form N-CSR within 3 business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery. 
 Appendix C—Form N-MFP Form N-MFP 
 Item A.19. 7-day gross yield. For each business day, based on the 7 days ended on that business day, calculate the fund's yield by determining the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical pre-existing account having a balance of one share at the beginning of the period and dividing the difference by the value of the account at the beginning of the base period to obtain the base period return, and then multiplying the base period return by (365/7) with the resulting yield figure carried to at least the nearest hundredth of one percent. The 7-day gross yield should not reflect a deduction of shareholder fees and fund operating expenses. For master funds and feeder funds, report the 7-day gross yield at the master-fund level. a. 7-day gross yield 
                        ( print page 90592) b. Date 
 Item B.8. 7-day net yield for each business day of the month reported, as calculated under Item 26(a)(1) of Form N-1A (§ 274.11A of this chapter) except based on the 7 days ended on that business day. a. 7-day net yield b. Date


# Footnotes

1.
    
                         15 U.S.C. 77a 
                        *et seq.*
                         The Securities Act is available at 
                        *https://www.govinfo.gov/​content/​pkg/​COMPS-1884/​pdf/​COMPS-1884.pdf.* 2.
    
                         Rule 482 is available at 
                        *https://www.ecfr.gov/​current/​title-17/​chapter-II/​part-230#230.482.* 3.
    
                         15 U.S.C. 80a-1 
                        *et seq.*
                         Unless otherwise noted, all references to statutory sections are to the Investment Company Act, and all references to rules under the Investment Company Act are to title 17, part 270 of the Code of Federal Regulations [17 CFR part 270]. The Investment Company Act is available at 
                        *https://www.govinfo.gov/​content/​pkg/​COMPS-1879/​pdf/​COMPS-1879.pdf.* 4.
    
                         A reference copy of Form N-1A is available at 
                        *https://www.sec.gov/​files/​form-n-1a.pdf.* 5.
    
                         A reference copy of Form N-2 is available at 
                        *https://www.sec.gov/​files/​formn-2.pdf.* 6.
    
                         15 U.S.C. 78a 
                        *et seq.*
                         The Exchange Act is available at 
                        *https://www.govinfo.gov/​content/​pkg/​COMPS-1885/​pdf/​COMPS-1885.pdf.* 7.
    
                         A reference copy of Form N-CSR is available at 
                        *https://www.sec.gov/​files/​formn-csr.pdf.* 8.
    
                         A reference copy of Form N-MFP is available at 
                        *https://www.sec.gov/​files/​formn-mfp.pdf.* 9.
    
                         15 U.S.C. 80b-1 
                        *et seq.*
                         The Investment Advisers Act is available at 
                        *https://www.govinfo.gov/​content/​pkg/​COMPS-1878/​pdf/​COMPS-1878.pdf.* 10.
    
                         Rule 204-2 is available at 
                        *https://www.ecfr.gov/​current/​title-17/​chapter-II/​part-275/​section-275.204-2.* 11.
    
                         17 CFR 200.800 is available at 
                        *https://www.ecfr.gov/​current/​title-17/​chapter-II/​part-200/​subpart-N.* Back to Citation
 12.
    
                         
                        *See also infra*
                         section I.C (stating that funds may include the updates to Item 10(a)(1)(iii) of Form N-1A in their next annual prospectus update following the adoption of the amendments to Form N-1A). Back to Citation
 13.
    
                         
                        *See*
                         Items A.19 and B.8 of Form N-MFP. Back to Citation
 14.
    
                         
                        *See*
                         Money Market Fund Reforms; Form PF Reporting Requirements for Large Liquidity Fund Advisers; Technical Amendments to Form N-CSR and Form N-1A, Investment Company Act Release No. 34959 (July 12, 2023) [88 FR 51404 (Aug. 3, 2023)] (“Money Market Fund Reform Adopting Release”), available at 
                        *https://www.federalregister.gov/​documents/​2023/​08/​03/​2023-15124/​money-market-fund-reforms-form-pf-reporting-requirements-for-large-liquidity-fund-advisers-technical.* Back to Citation
 15.
    
                         The yield calculation formula in Items A.19 and B.8 (by reference to Item 26(a)(1) of Form N-1A) includes a scaling factor of 365/7, which operates to annualize yields calculated over a period of 7 calendar days. Due to the inclusion of weekends and holidays, however, 7 business days span a longer calendar period than 7 calendar days. Accordingly, yields calculated over 7 business days but annualized over 7 calendar days would result in inflated annual yields. 
                        *See infra*
                         footnote 45. Back to Citation
 16.
    
                         
                        *See infra*
                         footnote 45 and accompanying text. Back to Citation
 17.
    
                         
                        *See*
                         Item 26(a) of Form N-1A (requiring money market funds to base yield calculations on the 7 days ended on the date of the most recent balance sheet included in the registration statement); Item 24(a) of Form N-4 (at 17 CFR 239.17b and 274.11c) (requiring a prospectus for an account or sub-account that holds itself out as a money market account or sub-account to be calculated based on the 7 days ended on the date of the most recent balance sheet of the registrant included in the registration statement); paragraph (e)(1) of 17 CFR 230.482 (requiring that any quotation of a money market fund's yield in an advertisement be based on the methods of computation prescribed in Form N-1A or Form N-4); paragraph (b)(1)(ii) of 17 CFR 270.34b-1 (requiring a money market fund's sales literature that includes any quotation of yield or similar quotations purporting to demonstrate the income earned or distributions made by the fund to be accompanied by a quotation of current yield based on the computation method prescribed in Form N-1A or Form N-4). Back to Citation
 18.
    
                         
                        *See*
                         amended rule 482(b)(4). The regulations at 17 CFR 270.34b-1 (rule 34b-1) cross reference paragraph (b)(4) of rule 482, so the amendments will update the risk statements that money market funds must include in sales literature under rule 34b-1 as well. For purposes of this release, we use the term “advertisement” to include both rule 482 advertisements and rule 34b-1 sales literature, unless otherwise specified. Back to Citation
 19.
    
                         
                        *See*
                         rule 482(a). Back to Citation
 20.
    
                         
                        *See*
                         rule 482(b). Back to Citation
 21.
    
                         
                        *See*
                         Item 4(b)(1)(ii) of Form N-1A. Back to Citation
 22.
    
                         
                        *See*
                         Revisions to Rules Regulating Money Market Funds, Investment Company Act Release No. 18005 (Feb. 20, 1991) [56 FR 8113 (Feb. 27, 1991)], at text accompanying n.88, available at 
                        *https://archives.federalregister.gov/​issue_​slice/​1991/​2/​27/​8112-8130.pdf#page=​2;*
                         New Disclosure Option for Open-End Management Investment Companies, Investment Company Act Release No. 23065 (Mar. 13, 1998) [63 FR 13968 (Mar. 23, 1998)], at n.72 and accompanying text, available at 
                        *https://www.govinfo.gov/​content/​pkg/​FR-1998-03-
                            
                            23/pdf/98-7071.pdf;*
                         Registration Form Used by Open-End Management Investment Companies, Investment Company Act Release No. 23064 (Mar. 13, 1998) [63 FR 13916 (Mar. 23, 1998)], at paragraph accompanying n.41, available at 
                        *https://www.govinfo.gov/​content/​pkg/​FR-1998-03-23/​pdf/​98-7070.pdf;*
                         Money Market Fund Reform; Amendments to Form PF, Investment Company Act Release No. 31166 (July 23, 2014) [79 FR 47736 (Aug. 14, 2024)], at section III.E.1.a., available at 
                        *https://www.federalregister.gov/​documents/​2014/​08/​14/​2014-17747/​money-market-fund-reform-amendments-to-form-pf.* Back to Citation
 23.
    
                         For example, the amendments correct errors in cross references to the definitions of government money market fund and retail money market fund located in 17 CFR 270.2a-7 (rule 2a-7), as well as cross references to the location of liquidity fee provisions in that rule. Back to Citation
 24.
    
                         
                        *See*
                         Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements, Investment Company Act Release No. 34731 (Oct. 26, 2022) [87 FR 72758 (Nov. 25, 2022)] (“Tailored Shareholder Reports Adopting Release”), available at 
                        *https://www.federalregister.gov/​documents/​2022/​11/​25/​2022-23756/​tailored-shareholder-reports-for-mutual-funds-and-exchange-traded-funds-fee-information-in.* Back to Citation
 25.
    
                         
                        *See*
                         Item 10(a)(1)(iii) of Form N-1A (“Include a statement, adjacent to the disclosure required by paragraph (a)(1)(ii) of this Item, that a discussion regarding the basis for the board of directors approving any investment advisory contract of the Fund is available in the Fund's annual or semi-annual report to shareholders, as applicable, and providing the period covered by the relevant annual or semi-annual report.”). Back to Citation
 26.
    
                         
                        *See*
                         Form N-CSR Item 11 (Statement Regarding Basis for Approval of Investment Advisory Contract). Back to Citation
 27.
    
                         As amended, Item 10(a)(1)(iii) will read: “Include a statement, adjacent to the disclosure required by paragraph (a)(1)(ii) of this Item, that a discussion regarding the basis for the board of directors approving any investment advisory contract of the Fund is available in the Fund's reports filed on Form N-CSR, and providing the period covered by the most recent Form N-CSR report that includes this discussion.” Back to Citation
 28.
    
                         
                        *See*
                         Item 27A(b)(4) of Form N-1A (shareholder report cover page must include a website address where additional information about the fund, as required under 17 CFR 270.30e-1 (rule 30e-1), is available); rule 30e-1(b)(2) under the Investment Company Act (content requirements for additional information that an open-end fund must make available on a website, including the discussion regarding the basis for the board's approval of the advisory contract). Back to Citation
 29.
    
                         
                        *See*
                         Tailored Shareholder Reports Adopting Release at amendatory instruction 17.g. Back to Citation
 30.
    
                         Listing Standards for Recovery of Erroneously Awarded Compensation, Investment Company Act Release No. 34732 (Oct. 26, 2022) [87 FR 73076 (Nov. 28, 2022)] (“Recovery of Erroneously Awarded Compensation Adopting Release”), available at 
                        *https://www.federalregister.gov/​documents/​2022/​11/​28/​2022-23757/​listing-standards-for-recovery-of-erroneously-awarded-compensation.* Back to Citation
 31.
    
                         These references appear in paragraphs (c) and (f) of Item 2. Back to Citation
 32.
    
                         
                        *See*
                         instruction to paragraph (b) of Item 16 of Form N-CSR (“Until the date that the registrant has filed its first report on Form N-PORT (17 CFR 270.150), the registrant's disclosures required by this Item are limited to any change in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.”); 
                        *see also*
                         instruction to paragraph (a)(3) of Item 19 on Form N-CSR (“Until the date that the registrant has filed its first report on Form N-PORT (17 CFR 270.150), in the certification required by Item 18(a)(3), the registrant's certifying officers must certify that they have disclosed in the report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.”). Back to Citation
 33.
    
                         
                        *See*
                         Investment Company Reporting Modernization, Investment Company Act Release No. 32314 (Oct. 13, 2016) [81 FR 81870 (Nov. 18, 2016)], available at 
                        *https://www.federalregister.gov/​documents/​2016/​11/​18/​2016-25349/​investment-company-reporting-modernization.* Back to Citation
 34.
    
                         5 U.S.C. 553(b)-(c). Back to Citation
 35.
    
                         5 U.S.C. 553(b)(3)(B). Back to Citation
 36.
    
                         
                        *See*5 U.S.C. 553(b). Back to Citation
 37.
    
                         
                        *See*5 U.S.C. 553(d). Back to Citation
 38.
    
                         
                        *See*5 U.S.C. 808(2), allowing the rule amendments to become effective notwithstanding the requirement of 5 U.S.C. 801 (if a Federal agency finds that notice and public comment are impractical, unnecessary, or contrary to the public interest, a rule shall take effect at such time as the Federal agency promulgating the rule determines). Back to Citation
 39.
    
                         
                        *See*5 U.S.C. 604(a) (requiring a final regulatory flexibility analysis only for rules required by the APA or other law to undergo notice and comment). Back to Citation
 40.
    
                         Section 2(a) of the Securities Act, section 3(f) of the Exchange Act, section 2(c) of the Investment Company Act, and section 202(c) of the Investment Advisers Act require us, when engaging in rulemaking that requires us to consider or determine whether an action is necessary or appropriate in or consistent with the public interest, to consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation. Section 23(a)(2) of the Exchange Act also requires us to consider the effect that the rules will have on competition and prohibits us from adopting any rule that would impose a burden on competition not necessary or appropriate in furtherance of the Exchange Act. Back to Citation
 41.
    
                         
                        *See supra*
                         section II. Back to Citation
 42.
    
                         
                        *See*
                         Form N-MFP Item A.19 for instructions on the calculation of 7-day gross yields at the series level, and Item B.8 for instructions on the calculation of 7-day net yields at the class level. Back to Citation
 43.
    
                         The change directed the yield calculations to be based on the 7 business days preceding the date for which the yield is reported, instead of the 7 calendar days ended on (and including) that date. 
                        *See supra*
                         section I.A. Back to Citation
 44.
    
                         
                        *See supra*
                         section I. Back to Citation
 45.
    
                         The scaling factor of 365/7 provided in the instructions to Item A.19 and B.8 (by reference to Item 26(a)(1) of Form N-1A) appropriately annualizes yields calculated over a period of 7 calendar days, but is inconsistent with the longer period of 7 business days as erroneously amended. Specifically, because 7 business days encompasses a longer period than 7 calendar days, a fund that 
                        
                        annualizes its yields using a scaling factor of 365/7 would overstate its annual yields relative to those yields reported prior to the June 11, 2024, compliance date. Commission staff reviewed Form N-MFP filings from 29 money market funds that filed Form N-MFP in May 2024 (representing 10% of money market funds and $620 billion (9.5%) of money market fund net assets) and did not observe any evidence of any such changes in yield reporting following this compliance date. Back to Citation
 46.
    
                         
                        *See supra*
                         footnote 17. Back to Citation
 47.
    
                         
                        *See supra*
                         footnote 45 (explaining why applying the incorrect formula could create misleading yield results). Back to Citation
 48.
    
                         
                        *See supra*
                         section I.A. 
                        *See also supra*
                         footnote 45. Back to Citation
 49.
    
                         The amendment will update risk statement language that also applies to sales literature under rule 34b-1. 
                        *See supra*
                         footnote 18. Back to Citation
 50.
    
                         Specifically, Rule 482(b)(4) refers to a fund's suspension of redemptions or assessment of fees contingent upon the fund's available liquidity and regulatory minimums. These references are no longer applicable following the Money Market Fund Reform Adopting Release. The rule also includes outdated cross references to rule 2a-7. 
                        *See supra*
                         footnote 23. Back to Citation
 51.
    
                         
                        *See supra*
                         footnote 22 (describing corresponding statements). Back to Citation
 52.
    
                         
                        *See supra*
                         section I.B. Back to Citation
 53.
    
                         Pursuant to the Paperwork Reduction Act analysis, we anticipate a one-time internal time burden of half an hour per fund, at a cost of $21,243 across 291 money market funds. 
                        *See infra*
                         section IV. Back to Citation
 54.
    
                         
                        *See supra*
                         section I.C. Back to Citation
 55.
    
                         
                        *See supra*
                         footnote 28 and accompanying text. Back to Citation
 56.
    
                         
                        *See id.*
                         and accompanying text. Back to Citation
 57.
    
                         Item 2 and Item 19 of Form N-CSR contain incorrect cross-references. In addition, certain paragraphs in Item 19 are incorrectly numbered and one of the headings incorrectly refers to Item 13 instead of Item 19. Also, instructions to Item 16(b) and Item(a)(3) are irrelevant, as they refer to a 2016 rulemaking's pre-compliance transitionary period that is now concluded. 
                        *See supra*
                         section I.E. Back to Citation
 58.
    
                         Instruction 8.a to Item 24 of Form N-2 refers to Item 7 of Form N-CSR; it should instead refer to Item 12. 
                        *See supra*
                         section I.D. Back to Citation
 59.
    
                         Rule 204-2(j)(4) incorrectly cross-references the location of the definition of “non-resident advisers.” The erroneous reference does not exist, and the definition appears in the same section as the erroneous reference, so any confusion is likely small. 
                        *See supra*
                         section I.F. Back to Citation
 60.
    
                         
                        *See supra*
                         section I.G. Back to Citation
 61.
    
                         44 U.S.C. 3501 
                        *et seq.* Back to Citation
 62.
    
                         The most recent rule 482 PRA submission was approved in 2022 (OMB Control No. 3235-0565). Back to Citation
 63.
    
                         
                        *See supra*
                         footnote 45 and accompanying text (stating that Commission staff review of a recent sample of Form N-MFP filings suggests that filers' yield calculations do not reflect the error in the Money Market Fund Reform Adopting Release). 
                        *See also supra*
                         section I.C (stating that funds may implement the amendments to Form N-1A in a fund's next annual prospectus update following the adoption of these amendments). Back to Citation


[FR Doc. 2024-26387 Filed 11-15-24; 8:45 am] BILLING CODE 8011-01-P