[Federal Register Volume 88, Number 112 (Monday, June 12, 2023)]
[Rules and Regulations]
[Pages 37986-37988]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-11845]



[[Page 37986]]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 229, 249, 270, 274 and 275

[Release No. 33-11197; 34-97621; IA-6316; IC-34932]


Technical Amendments to Commission Rules and Forms

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
adopting technical amendments to various rules and forms under the 
Securities Act of 1933 (``Securities Act''), the Securities Exchange 
Act of 1934 (``Exchange Act''), and the Investment Company Act of 1940 
(``Investment Company Act''), as well as to the rule setting forth 
undertakings that certain registrants must include in their 
registration statements, and to the general authority provision 
corresponding to Commission rules under the Investment Advisers Act of 
1940 (``Investment Advisers Act''). These revisions make changes to 
correct errors that are technical in nature, including typographical 
errors and erroneous cross-references in various Commission rules and 
forms.

DATES: This rule is effective June 12, 2023, except for the amendment 
to 17 CFR 200.30-5 at instruction 2, which is effective July 2, 2024.

FOR FURTHER INFORMATION CONTACT: Quinn Kane, Senior Counsel, or Amanda 
Hollander Wagner, Senior Special Counsel, at (202) 551-6792, Investment 
Company Regulation Office, Division of Investment Management, at the 
Securities and Exchange Commission, 100 F Street NE, Washington, DC 
20549.

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

------------------------------------------------------------------------
           Commission reference                 CFR citation (17 CFR)
------------------------------------------------------------------------
Regulation S-K:
  Item 512................................  Sec.   229.512.
Securities Act and Investment Company Act:
 \1\
  Form N-2................................  Sec.  Sec.   239.14 and
                                             274.11a-1.
  Form N-14...............................  Sec.   239.23.
Investment Company Act:
  Rule 12d1-1.............................  Sec.   270.12d1-1.
  Rule 12d1-3.............................  Sec.   270.12d1-3.
  Rule 27i-1..............................  Sec.   270.27i-1.
  Rule 30-5...............................  Sec.   200.30-5.
Exchange Act: \2\
  Form 13F................................  Sec.   249.325.
------------------------------------------------------------------------

    The amendments make technical changes to various Commission rules 
and forms. Some of the amendments update or correct cross-references to 
other rules or provisions. The amendments to Rule 12d1-1 and Rule 12d1-
3 under the Investment Company Act update cross-references to former 
National Association of Securities Dealers (NASD) rules that have been 
superseded by Financial Industry Regulatory Authority (FINRA) rules. 
The amendment to Form 13F corrects an erroneous cross-reference 
resulting from recent amendments to the form, which became effective on 
January 3, 2023.\2\
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    \1\ 15 U.S.C. 77a et seq.; 15 U.S.C. 80a et seq.
    \2\ See Electronic Submission of Applications for Orders under 
the Advisers Act and the Investment Company Act, Confidential 
Treatment Requests for Filings on Form 13F, and Form ADV-NR; 
Amendments to Form 13F, Investment Company Act Release No. 34635 
(June 23, 2022) [87 FR 38943 (June 30, 2022)]. Special Instruction 
11 to Form 13F erroneously states that the Information Table should 
be presented ``in accordance with the column instructions provided 
in Special Instructions 11.b.i through 12.b.viii.'' (emphasis 
added). This error is the result of Special Instruction 2 being 
deleted, causing a renumbering of the ensuing instructions. The 
Commission is therefore adopting an amendment to update the Special 
Instruction to provide an accurate cross-reference consistent with 
the Commission's statement that this Instruction would cross 
reference ``. . . the column instructions provided in Special 
Instructions 11.b.i through 11b.viii.'' (emphasis added).
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    Other amendments are intended to make technical updates to 
instructions associated with certain form requirements, and to make 
typographical and other corrections to inadvertent errors or omissions, 
including removing outdated references in rules and forms. The 
amendments related to Instruction 3.D to the Calculation of Filing Fee 
Tables and Related Disclosure in Item 25 of Form N-2 and Item 16 of N-
14 make typographical corrections designed to make the instructions 
consistent with a simplified construction that was incorporated in 
parallel instructions to other forms as part of a recent Commission 
rulemaking.\3\ Other amendments to Form N-2 and Item 512 of Regulation 
S-K modify references that have in recent years been rendered 
obsolete.\4\ The amendment to Rule 27i-1 under the Investment Company 
Act restores language in the rule text that was inadvertently removed 
when this rule was renumbered in a recent rulemaking, in light of the 
renumbering of section 27(c) of the Investment Company Act to section 
27(i) enacted by the National Securities Market Improvement Act of 
1996.\5\ The corrections to Rule 30-5 under the Investment Company Act 
are designed to conform the rule to the standard paragraph numbering 
structure for Commission rules.
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    \3\ See Filing Fee Disclosure and Payment Methods Modernization, 
Investment Company Act Release No. 34396 (Oct. 13, 2021) [86 FR 
70166 (Dec. 9, 2021)] (``2021 Fee Tagging Release''). In this 
rulemaking the Commission amended a number of fee-bearing forms, 
schedules, statements, and related rules to require each filing fee 
table and accompanying disclosure to include all required 
information for fee calculation in a structured format. 
Specifically, we are correcting language in an example to the above-
referenced instruction that currently refers to a pre-effective 
amendment to the filing of the Form N-2 on 2/15/20X1 by changing 
this language to instead refer to a pre-effective amendment to the 
Form N-2 filed on 2/15/20X1.
    \4\ Item 34.3.a.(2) of Form N-2 currently contains an exception 
to a requirement for filers to furnish certain undertakings to 
reflect fundamental changes to information provided in registration 
statements for changes in the price and volume of an offering that 
deviates by no more than 20% from the maximum aggregate offering 
price set forth in the Calculation of Registration Fee table. This 
table was removed pursuant to the 2021 Fee Tagging Release and was 
replaced with the Calculation of Filing Fee tables, filed as an 
exhibit to the fund's effective registration exhibit. Item 
34.3.a.(2) should have therefore been amended at that time to 
instead refer to the Calculation of Filing Fee tables, which set 
forth the maximum aggregate offering price upon which this exception 
is contingent. Accordingly, we are amending Item 34.3.a(2) in this 
release in order to correct this erroneous reference. We are making 
corresponding amendments to Item 512(a)(1)(ii) of Regulation S-K, 
which the undertaking in Item 34.3.a mirrors, for the same reasons.
    \5\ See Updated Disclosure Requirements and Summary Prospectus 
for Variable Annuity and Variable Life Insurance Contracts, 
Investment Company Act Release No. 33814 (Mar. 11, 2020) [85 FR 
25964 (May 1, 2020)] at 26110.
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    Lastly, the Commission is removing an erroneously included general 
authority provision for 17 CFR part 275, which contains Commission 
rules under the Investment Advisers Act.\6\
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    \6\ This authority provision was added in conjunction with a 
rule 211h-1 under the Advisers Act, which the Commission had 
proposed but did not adopt. See Form CRS Relationship Summary; 
Amendments to Form ADV, Exchange Act Release No. 86032 (June 5, 
2019) [84 FR 33492 July 12, 2019] at n. 1198.
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List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Organization and functions 
(Government agencies).

17 CFR Part 229

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 249, 270 and 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 275

    Investment advisers, Reporting and recordkeeping requirements.

Statutory Authority

    We are adopting these technical amendments under the authority set

[[Page 37987]]

forth in Section 19(a) of the Securities Act, Section 38(a) of the 
Investment Company Act, Section 211(a) of the Investment Advisers Act, 
and Section 23 of the Securities Exchange Act.

Text of Amendments

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

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION 
REQUESTS

0
1. The authority for part 200 continues to read as follows:

    Authority: 5 U.S.C. 552, 552a, 552b, and 557; 11 U.S.C. 901 and 
1109(a); 15 U.S.C. 77c, 77e, 77f, 77g, 77h, 77j, 77o, 77q, 77s, 77u, 
77z-3, 77ggg(a), 77hhh, 77sss, 77uuu, 78b, 78c(b), 78d, 78d-1, 78d-
2, 78e, 78f, 78g, 78h, 78i, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o-4, 
78q, 78q-1, 78w, 78t-1, 78u, 78w, 78ll(d), 78mm, 78eee, 80a-8, 80a-
20, 80a-24, 80a-29, 80a-37, 80a-41, 80a-44(a), 80a-44(b), 80b-3, 
80b-4, 80b-5, 80b-9, 80b-10(a), 80b-11, 7202, and 7211 et seq.; 29 
U.S.C. 794; 44 U.S.C. 3506 and 3507; Reorganization Plan No. 10 of 
1950 (15 U.S.C. 78d nt); sec. 8G, Pub. L. 95-452, 92 Stat. 1101 (5 
U.S.C. App.); sec. 913, Pub. L. 111-203, 124 Stat. 1376, 1827; sec. 
3(a), Pub. L. 114-185, 130 Stat. 538; E.O. 11222, 30 FR 6469, 3 CFR, 
1964-1965 Comp., p. 36; E.O. 12356, 47 FR 14874, 3 CFR, 1982 Comp., 
p. 166; E.O. 12600, 52 FR 23781, 3 CFR, 1987 Comp., p. 235; 
Information Security Oversight Office Directive No. 1, 47 FR 27836; 
and 5 CFR 735.104 and 5 CFR parts 2634 and 2635, unless otherwise 
noted.

Subpart A--Organization and Program Management


Sec.  200.30-5  [Amended]

0
2. Effective July 2, 2024, amend Sec.  200.30-5 by redesignating the 
paragraphs in the ``Old paragraph'' column as the paragraphs in the 
``New paragraph'' column in the following table:

------------------------------------------------------------------------
               Old paragraph                        New paragraph
------------------------------------------------------------------------
(b-1).....................................  (c)
(b-2).....................................  (c)(3)
(b-2)(1...................................  (c)(3)(i)
(b-2)(2)..................................  (c)(3)(ii)
(b-3).....................................  (c)(4)
(b-3)(1)..................................  (c)(4)(i)
(b-3)(2)..................................  (c)(4)(ii)
(b-4).....................................  (c)(5)
(b-4)(1)..................................  (c)(5)(i)
(b-5).....................................  (c)(6)
(b-5)(1)..................................  (c)(6)(i)
(b-5)(2)..................................  (c)(6)(ii)
(c).......................................  (d)
(c-1).....................................  (e)
(d).......................................  (f)
(e).......................................  (g)
(f).......................................  (h)
(g).......................................  (i)
(h).......................................  (j)
(i).......................................  (k)
(j).......................................  (l)
(k).......................................  (m)
(l).......................................  (n)
------------------------------------------------------------------------

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

0
3. The authority citation for part 229 continues to read as follows:

    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C. 
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec. 
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).


0
4. Effective June 12, 2023, amend Sec.  229.512 by revising the last 
sentence of paragraph (a)(1)(ii) to read as follows:


Sec.  229.512  (Item 512) Undertakings.

    (a) * * *
    (1) * * *
    (ii) * * * Notwithstanding the foregoing, any increase or decrease 
in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering 
range may be reflected in the form of prospectus filed with the 
Commission pursuant to Rule 424(b) (Sec.  230.424(b) of this chapter) 
if, in the aggregate, the changes in volume and price represent no more 
than 20% change in the maximum aggregate offering price set forth in 
the ``Calculation of Filing Fee Tables'' or ``Calculation of 
Registration Fee'' table, as applicable, in the effective registration 
statement.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
5. The general authority for part 249 continues to read as follows:

    Authority:  15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat. 
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107 
Pub. L. 112-106, 126 Stat. 313 (2012), Sec. 72001 Pub. L. 114-94, 
129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134 Stat. 
1063 (2020), unless otherwise noted.
* * * * *

    Note:  The amendment to Form 13F will not appear in the Code of 
Federal Regulations.


0
6. Effective June 12, 2023, amend Form 13F (referenced in Sec.  
249.325) by revising Special Instruction 11 by replacing ``12b.viii'' 
with ``11.b.viii.''

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

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

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39, 
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless 
otherwise noted.
* * * * *
    Section 270. 22c-1 also issued under secs. 6(c), 22(c), and 
38(a) (15 U.S.C. 80a-6(c), 80a22(c), and 80a-37(a)).
* * * * *


Sec.  270.12d1-1  [Amended]

0
8. Effective June 12. 2023, amend Sec.  270.12d1-1(b)(1) by:
0
a. Removing ``rule 2830(b)(8) of the Conduct Rules of the NASD'' and 
adding in its place ``FINRA Rule 2341(b)(8)''; and
0
b. Removing ``rule 2830(b)(9) of the Conduct Rules of the NASD'' and 
adding in its place ``FINRA Rule 2341(b)(9)''.


Sec.  270.12d1-3  [Amended]

0
9. Effective June 12, 2023, amend Sec.  270.12d1-3 by:
0
a. Removing ``rule 2830 of the Conduct Rules of the NASD'' and adding 
in its place ``FINRA Rule 2341'' in paragraph (a); and
0
b. Removing ``rule 2830(b) of the Conduct Rules of the NASD'' and 
adding in its place ``FINRA Rule 2341(b)'' in paragraph (b).


Sec.  270.27i-1  [Amended]

0
10. Effective June 12, 2023, amend Sec.  270.27i-1 by adding to the end 
of the sentence the phrase ``with respect to such contracts under which 
payments are being made based upon life contingencies''.

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

0
11. The general authority for part 274 continues to read as follows:

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


[[Page 37988]]


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


0
12. Effective June 12, 2023, amend Form N-2 (referenced in Sec. Sec.  
239.14 and 274.11a-1) by:
0
a. Revising Instruction 3.D to Item 25 (``Fee Offset Source Submission 
Identification Example'') by removing the phrase ``the pre-effective 
amendment to the filing of the Form N-2 (333-123456) on 2/15/20X1 in 
relation to the payment of $5,000 . . .'' in the sixth bullet point of 
the instruction and replacing it with ``the pre-effective amendment to 
the Form N-2 (333-123456) filed on 2/15/20X1 in relation to the payment 
of $5,000 . . .'';
0
b. Revising the second sentence of Item 34.3.a.(2) to read as follows: 
``Notwithstanding the foregoing, any increase or decrease in volume of 
securities offered (if the total dollar value of securities offered 
would not exceed that which was registered) and any deviation from the 
low or high end of the estimated maximum offering range may be 
reflected in the form of prospectus filed with the Commission pursuant 
to Rule 424(b) if, in the aggregate, the changes in volume and price 
represent no more than 20% change in the maximum aggregate offering 
price set forth in the ``Calculation of Filing Fee Tables'' in the 
effective registration statement.''.

    Note: The text of Form N-14 does not, and these amendments will 
not, appear in the Code of Federal Regulations.

0
13. Effective June 12, 2023, amend Form N-14 (referenced in Sec.  
239.23) by revising Instruction 3.D to Item 16 (``Fee Offset Source 
Submission Identification Example'') by removing the phrase ``the pre-
effective amendment to the filing of the Form N-2 (333-123456) on 2/15/
20X1 in relation to the payment of $5,000 . . .'' in the sixth bullet 
point of the instruction and replacing it with ``the pre-effective 
amendment to the Form N-2 (333-123456) filed on 2/15/20X1 in relation 
to the payment of $5,000 . . .''

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

0
14. The general authority for part 275 continues to read as follows and 
the sectional authority for Sec.  275.211h-1 is removed.

    Authority: 15 U.S.C. 80b-2(a)(11)(G), 80b-2(a)(11)(H), 80b-
2(a)(17), 80b-3, 80b-4, 80b-4a, 80b-6(4), 80b-6a, and 80b-11, unless 
otherwise noted.
* * * * *

    Dated: May 31, 2023.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-11845 Filed 6-9-23; 8:45 am]
BILLING CODE 8011-01-P


