[Federal Register Volume 87, Number 73 (Friday, April 15, 2022)]
[Rules and Regulations]
[Pages 22444-22447]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-06972]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 239, 270, 274, 275, and 279

[Release No. 33-11047; IA-5985; IC-34547]


Technical Amendments to Commission Rules and Forms

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
adopting technical amendments to various rules and forms under the 
Securities Act of 1933 (the ``Securities Act''), the Investment Company 
Act of 1940 (the ``Investment Company Act''), and the Investment 
Advisers Act of 1940 (the ``Investment Advisers Act''). These revisions 
make technical changes to correct typographical errors and erroneous 
cross-references, as well as to clarify instructions.

DATES: Effective April 15, 2022.

FOR FURTHER INFORMATION CONTACT: For the rules and forms under the 
Investment Advisers Act, Christopher Staley, Branch Chief, at (202) 
551-6999, Investment Adviser Regulation Office, Division of Investment 
Management; and for the rules and forms under the Investment Company 
Act, Mykaila DeLesDernier or James Maclean, Senior Counsel, at (202) 
551-6792, Investment Company Regulation Office, Division of Investment 
Management, at the Securities and Exchange Commission, 100 F Street NE, 
Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is amending the following 
rules and forms:

------------------------------------------------------------------------
              Commission reference                CFR citation (17 CFR)
------------------------------------------------------------------------
Regulation S-T:
    Rule 405...................................                  232.405
Securities Act and Investment Company Act \1\:
    Form N-2...................................     239.14 and 274.11a-1
    Form N-1A..................................      239.15A and 274.11A
    Form N-3...................................      239.17a and 274.11b
    Form N-5...................................         239.24 and 274.5
Investment Company Act:
    Rule 18f-4.................................                270.18f-4
    Rule 20a-1.................................                270.20a-1
    Rule 22c-1.................................                270.22c-1
    Rule 22e-3.................................                270.22e-3
    Rule 32a-1.................................                270.32a-1
    Form N-CEN.................................                  274.101
    Form N-PX..................................                  274.129
    Form N-MFP.................................                  274.201
Investment Advisers Act \2\:
    Form ADV...................................                    279.1
    Rule 204-2.................................                275.204-2
    Rule 204-3.................................                275.204-3

[[Page 22445]]

 
    Rule 204-5.................................                275.204-5
    Rule 206(4)-1..............................             275.206(4)-1
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    The amendments make a number of technical changes to Commission 
rules and forms. Several of the amendments update or correct cross-
references to rules or provisions. For example, the Commission is 
amending rule 22c-1 to clarify an internal cross-reference in the rule. 
Likewise, the Commission is amending rule 18f-4, which it adopted in 
late 2020, to clarify an internal cross-reference in the rule.\3\ 
Similarly, the amendment to rule 22e-3 clarifies cross-references to 
certain definitions in 17 CFR 270.2a-7 (Investment Company Act rule 2a-
7). In addition, we are amending rule 405 to correct an error in 
provision (b)(3)(iii), which was adopted by the Commission in 2020.\4\ 
This amendment would add a cross-reference to the statutory provisions 
cited in corresponding Form N-2 instructions that specify structured 
data tagging requirements. Finally, we are also amending Form N-5 to 
clarify cross-references to Regulation S-X and to update the reference 
to Commission fees under section 6(b) of the Securities Act and 17 CFR 
230.457 (rule 457 thereunder).
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    \1\ 15 U.S.C. 77a et seq.; 15 U.S.C. 80a et seq.
    \2\ 15 U.S.C. 80b et seq.
    \3\ See Use of Derivatives by Registered Investment Companies 
and Business Development Companies, Release No. IC-34084 (Nov. 2, 
2020) [85 FR 83162 (Dec. 21, 2020)] (``2020 Derivatives Release''). 
The definition of ``designated reference portfolio'' in rule 18f-4 
includes an erroneous reference to ``paragraph (2) of the definition 
of designated index of this section.'' Because the rule's definition 
of ``designated index'' includes no paragraph (2), we are adopting 
an amendment that will update the definition of ``designated 
reference portfolio'' to instead reference the first sentence of 
``designated index.'' The 2020 Derivatives Release reflects the 
Commission's intent to cross-reference in the definition of 
``designated reference portfolio'' this part of the definition of 
``designated index.'' See 2020 Derivatives Release at paragraph 
accompanying nn.339-340.
    \4\ See Securities Offering Reform for Closed-End Investment 
Companies, Release No. IC-33836 (Apr. 8, 2020) [85 FR 28853 (May 5, 
2020)].
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    In addition, the Commission is updating forms to clarify 
instructions and to make typographical and other corrections, including 
removing outdated information.\5\ For example, when the Commission 
previously amended Form N-CEN to add additional reporting items, the 
form did not accurately reflect the reporting entities that must 
respond to the additional items adopted by the Commission.\6\ 
Similarly, when the Commission previously amended Form N-3, it 
inadvertently omitted the paragraph on the cover page of this form 
specifying that a registrant is required to disclose the information 
that the form specifies, that the Commission will make this information 
public, and that a registrant is not required to respond to the 
collection of information that the form contains unless the form 
displays a currently valid Office of Management and Budget control 
number.\7\ This release also makes a technical correction to clarify 
that the scope of the amendments to the General Instructions to Item 
25.2 of Form N-2 described in the Filing Fee Disclosure and Payment 
Methods Modernization Adopting Release did not remove existing 
Instructions 6 and 7.\8\ Additionally, the Commission is amending the 
general instructions to Form ADV with respect to when an adviser is 
required to file an updating amendment to accurately reflect that 
advisers are required to file an other than annual updating amendment 
in the event any information reported with respect to relying advisers 
in Section 4 of Schedule R of Form ADV becomes materially inaccurate. 
The current instructions incorrectly reference Section 10 of Schedule 
R, which does not exist.\9\
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    \5\ See amendments to Sec.  270.20a-1(a); Sec.  270.32a-1; Form 
N-5; Form ADV; Form N-1A; Form N-PX; Form N-MFP; Form N-CEN; and 
Form N-2.
    \6\ See Fund of Funds Arrangements, Release No. IC-34045 (Oct. 
7, 2020) [85 FR 73924 (Nov. 19, 2020)].
    \7\ See Updated Disclosure Requirements and Summary Prospectus 
for Variable Annuity and Variable Life Insurance Contracts, Release 
No. IC-33814 (Mar. 11, 2020) [85 FR 25964 (May 1, 2020)] (``Variable 
Annuity Summary Prospectus Adopting Release''). The Commission 
proposed to include this paragraph in Form N-3, however, it was 
inadvertently omitted in the final rule. See Updated Disclosure 
Requirements and Summary Prospectus for Variable Annuity and 
Variable Life Insurance Contracts, Release, No. 33-10569 (Feb. 15, 
2019) [83 FR 61730 (Nov. 30, 2018)]. The Commission also included a 
substantively similar paragraph in the amended versions of Form N-4 
and Form N-6 that it adopted. See Variable Annuity Summary 
Prospectus Adopting Release.
    \8\ See Filing Fee Disclosure and Payment Methods Modernization, 
Release No. 33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)].
    \9\ See Form ADV and Investment Adviser Rules, Release No. IA-
4509 (Aug. 25, 2016) [81 FR 60471 (Sep. 1, 2016)].
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    With respect to the amendments to Forms N-2, N-1A, N-3, N-5, N-CEN, 
N-PX, N-MFP, and ADV, the text of these forms do not, and these 
amendments will not, appear in the Code of Federal Regulations.

List of Subjects

17 CFR Part 232

    Electronic Filings; Interactive Data; Securities

17 CFR Part 239

    Reporting and recordkeeping requirements; Securities.

17 CFR Parts 270 and 274

    Investment companies; Reporting and recordkeeping requirements; 
Securities.

17 CFR Part 275

    Reporting and recordkeeping requirements; Securities.

17 CFR Part 279

    Investment advisers; Reporting and recordkeeping requirements; 
Securities.

Statutory Authority

    We are adopting these technical amendments under the authority set 
forth in Section 19(a) of the Securities Act, Section 211(a) of the 
Investment Advisers Act and Section 38(a) of the Investment Company 
Act.

Text of Amendments

    For reasons set forth in the preamble, title 17, chapter II of the 
Code of Federal Regulations is amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
1. The general authority citation for part 232 continues to read as 
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.
* * * * *

0
2. Amend Sec.  232.405 by revising paragraph (b)(3)(iii) to read as 
follows:


Sec.  232.405  Interactive Data File submissions.

* * * * *
    (b) * * *
    (3) * * *
    (iii) As applicable, all of the information provided in response to 
Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 
10.1.a-d, 10.2.a-c, 10.2.e, 10.3, and 10.5 of Form N-2 in

[[Page 22446]]

any registration statement or post-effective amendment thereto filed on 
Form N-2; or any form of prospectus filed pursuant to Sec.  230.424 of 
this chapter (Rule 424 under the Securities Act); or, if a Registrant 
is filing a registration statement pursuant to General Instruction A.2 
of Form N-2, any documents filed pursuant to Sections 13(a), 13(c), 14, 
or 15(d) of the Exchange Act, to the extent such information appears 
therein.
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
3. The authority for part 270 continues to read, in part, as follows:

    Authority:  15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39, 
and Public Law 111-203, sec. 939A, 124 Stat. 1376 (2010), unless 
otherwise noted.
* * * * *
    Section 270.22c-1 also issued under secs. 6(c), 22(c), and 38(a) 
(15 U.S.C. 80a-6(c), 80a-22(c), and 80a-37(a))
* * * * *

0
4. Amend Sec.  270.18f-4(a) by revising the definition of ``Designated 
reference portfolio'' to read as follows:


Sec.  270.18f-4   Exemption from the requirements of section 18 and 
section 61 for certain senior securities transactions.

* * * * *
    Designated reference portfolio means a designated index or the 
fund's securities portfolio. Notwithstanding the first sentence of the 
definition of designated index of this section, if the fund's 
investment objective is to track the performance (including a leverage 
multiple or inverse multiple) of an unleveraged index, the fund must 
use that index as its designated reference portfolio.
* * * * *


Sec.  270.20a-1   [Amended]

0
5. In Sec.  270.20a-1 amend paragraph (a) by removing the words 
``registered Fund'' and adding, in their place, the words ``registered 
fund''.


Sec.  270.22c-1   [Amended]

0
6. In Sec.  270.22c-1 amend paragraph (b)(1) by removing the words 
``paragraph (e)'' and adding, in their place, the words ``paragraph 
(d)''.


Sec.  270.22e-3   [Amended]

0
7. In Sec.  270.22e-3 amend paragraph (a)(1) by:
0
a. Removing the reference ``Sec.  270.2a-7(a)(16)'' and adding, in its 
place, the reference ``Sec.  270.2a-7(a)(14)''; and
0
b. Removing the reference ``Sec.  270.2a-7(a)(25)'' and adding, in its 
place, the reference ``Sec.  270.2a-7(a)(21)''.


Sec.  270.32a-1   [Amended]

0
8. In Sec.  270.32a-1 amend the introductory text by removing the words 
``independent public accounts'' and adding, in their place, the words 
``independent public accountants''.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
9. The authority for part 274 continues to read, in part, as follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and 80a-37, unless 
otherwise noted.
* * * * *

    Note:  The text of Form N-5 does not, and these amendments will 
not, appear in the Code of Federal Regulations


0
10. Amend Form N-5 (referenced in Sec. Sec.  239.24 and 274.5) by:
0
a. In General Instruction B removing the first two sentences and adding 
in their place ``Section 6(b) of the 1933 Act [15 U.S.C. 77f(b)] and 
Rule 457 thereunder [17 CFR 230.457] set forth the fee requirements 
under the 1933 Act. Please refer to the Commission's website at http://www.sec.gov for accurate fee rate information.'';
0
b. In Item 22(a) removing ``Article 5 of Regulation S-X'' and adding in 
its place ``Article 6 of Regulation S-X'';
0
c. In Instruction to Item 27 removing ``Subject to Rule 407, the'' and 
adding in its place ``The''; and
0
d. In Item 28 removing ``, other than those prepared in accordance with 
Rule 12-16 of Regulation S-X,''.

    Note: The text of Form N-1A does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
11. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by:
0
a. In Instruction 2(d) to Item 4(b)(2) removing the term ``Item 
26(b)(2)'' and adding, in its place, the term ``Item 26(b)(4)''; and
0
b. In Item 26(b)(5) removing the term ``paragraph (b)(2)'' and adding, 
in its place, the term ``paragraph (b)(4)''.

    Note: The text of Form N-2 does not, and these amendments will 
not, appear in the Code of Federal Regulations.

0
12. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by 
revising Instruction 16 to Item 4.1 and amending the General 
Instructions to Item 25.2 by adding Instructions 6 and 7 to read as 
follows:

Form N-2

* * * * *

Item 4. Financial Highlights

1. General. * * *

* * * * *
Instructions
* * * * *
    16. Compute the ``ratio of expenses to average net assets'' using 
the amount of expenses shown in the Registrant's statement of 
operations for the relevant fiscal year, including increases resulting 
from complying with paragraph 2(g) of Rule 6-07 of Regulation S-X, and 
including reductions resulting from complying with paragraphs 2(a) and 
(f) of Rule 6-07 regarding fee waivers and reimbursements.
* * * * *

Item 25. Financial Statements and Exhibits

* * * * *

2. Exhibits

* * * * *
General Instructions.
* * * * *
    6. The Registrant may redact specific provisions or terms of 
exhibits required to be filed by paragraph k. of this Item if the 
Registrant customarily and actually treats that information as private 
or confidential and if the omitted information is not material. If it 
does so, the Registrant should mark the exhibit index to indicate that 
portions of the exhibit have been omitted and include a prominent 
statement on the first page of the redacted exhibit that certain 
identified information has been excluded from the exhibit because it is 
both not material and the type that the Registrant treats as private or 
confidential. The Registrant also must include brackets indicating 
where the information is omitted from the filed version of the exhibit. 
If requested by the Commission or its staff, the Registrant must 
promptly provide on a supplemental basis an unredacted copy of the 
exhibit and its materiality and privacy or confidentiality analyses. 
Upon evaluation of the Registrant's supplemental materials, the 
Commission or its staff may require the Registrant to amend its filing 
to include in the exhibit any previously redacted information that is 
not adequately supported by the Registrant's analyses. The Registrant 
may request confidential treatment of the supplemental material 
submitted under this Instruction 6 pursuant to Rule 83 of the 
Commission's Organizational Rules [17 CFR 200.83]

[[Page 22447]]

while it is in the possession of the Commission or its staff. After 
completing its review of the supplemental information, the Commission 
or its staff will return or destroy it, if the Registrant complies with 
the procedures outlined in Rule 418 under the Securities Act [17 CFR 
230.418].
    7. Each exhibit identified in the exhibit index (other than an 
exhibit filed in eXtensible Business Reporting Language) must include 
an active link to an exhibit that is filed with the registration 
statement or, if the exhibit is incorporated by reference, an active 
hyperlink to the exhibit separately filed on EDGAR. If the registration 
statement is amended, each amendment must include active hyperlinks to 
the exhibits required with the amendment.''
* * * * *

    Note: The text of Form N-3 does not, and these amendments will 
not, appear in the Code of Federal Regulations.

0
13. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b), 
Cover Page, by adding a new paragraph immediately after the sentence 
[``t]he Commission also may use the information provided on Form N-3 in 
its regulatory, disclosure review, inspection, and policy making 
roles'' To read as follows:
* * * * *
    A Registrant is required to disclose the information specified by 
Form N-3, and the Commission will make this information public. A 
Registrant is not required to respond to the collection of information 
contained in Form N-3 unless the Form displays a currently valid Office 
of Management and Budget (``OMB'') control number. Please direct 
comments concerning the accuracy of the information collection burden 
estimate and any suggestions for reducing the burden to Secretary, 
Securities and Exchange Commission, 100 F Street NE, Washington, DC 
20549. The OMB has reviewed this collection of information under the 
clearance requirements of 44 U.S.C. 3507.
* * * * *

    Note: The text of Form N-CEN does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
14. Amend Form N-CEN (referenced in Sec.  274.101) by replacing the 
Instruction following Item F.3 and replacing Item F.18 to read as 
follows:
* * * * *

Part F: Additional Questions for Unit Investment Trusts

* * * * *
    Item F.3. * * *
    Instruction. If the answer to Item F.3 is yes, respond to Item F.12 
through Item F.19. If the answer to Item F.3 is no, respond to Item F.4 
through Item F.11, and Item F.17 through Item F.19.
* * * * *
    Item F. 18. Reliance on rule 12d1-4. Did the Registrant rely on 
rule 12d1-4 under the Act (17 CFR 270.12d1-4) during the reporting 
period? [Y/N]
* * * * *

    Note: The text of Form N-PX does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
15. Amend Form N-PX (referenced in Sec.  274.129), Cover Page by 
removing ``Sec. Sec.  239.24 and 274.5 of this chapter'' and adding, in 
its place, ``17 CFR 239.24 and 274.5''.

    Note: The text of Form N-MFP does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
16. Amend Form N-MFP (referenced in Sec.  274.201), in Item A.14.c. by 
removing the term ``A.14.a-c.'' and adding, in its place, the term 
``A.14.a-b.''

PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

0
17. The authority for part 275 continues to read, in part, as follows:

    Authority:  15 U.S.C. 80b-2(a)(11)(G), 80b-2(a)(11)(H), 80b-
2(a)(17), 80b-3, 80b-4, 80b-4a, 80b-6(4), 80b-6a, and 80b-11, unless 
otherwise noted.
* * * * *
    Section 275.204-2 is also issued under 15 U.S.C. 80b-6.
* * * * *
    Section 275.204-5 is also issued under sec. 913, Public Law 111-
203, sec. 124 Stat. 1827-28 (2010).
* * * * *


Sec.  275.204-2   [Amended]

0
18. In Sec.  275.204-2 amend paragraph (a)(15)(ii) by removing ``.'' 
and adding, in its place, ``; and''.


Sec.  275.204-3   [Amended]

0
19. In Sec.  275.204-3 amend paragraph (b) by removing ``Subject to 
paragraph (g), you'' and adding, in its place, ``You''.


Sec.  275.204-5   [Amended]

0
20. In Sec.  275.204-5 amend paragraph (e)(1) by removing ``Sec.  
275.204-1(b)(3)'' and adding, in its place ``Sec.  275.204-1(b)''.


Sec.  275.206(4)-1   [Amended]

0
21. In Sec.  275.206(4)-1 amend paragraph (b)(2)(i) by removing ``,'' 
and adding in its place ``;''.

PART 279--FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS ACT OF 
1940

0
22. The authority for part 279 continues to read, in part, as follows:

    Authority:  The Investment Advisers Act of 1940, 15 U.S.C. 80b-
1, et seq., Public Law 111-203, 124 Stat. 1376.

    Note: The text of Form ADV does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
23. Amend Form ADV (referenced in Sec.  279.1) by:
0
a. In General Instruction 4 to Form ADV removing ``Section 10 of 
Schedule R'' and adding, in its place, ``Section 4 of Schedule R''; and
0
b. In the Instruction to Section 4.B.7 of Schedule R removing ``pre-
fill Schedule B with the same indirect owners you have provided in 
Schedule B'' and adding, in its place, ``pre-fill the chart below with 
the same indirect owners you have provided in Schedule B for your 
filing adviser''.
* * * * *

    Dated: March 29, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-06972 Filed 4-14-22; 8:45 am]
BILLING CODE 8011-01-P