[Federal Register Volume 84, Number 156 (Tuesday, August 13, 2019)]
[Rules and Regulations]
[Pages 39966-39970]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17138]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229, 232, 239, 249, and 274

[Release No. 33-10618A; 34-85381A; IA-5206A; IC-33426A; File No. S7-08-
17]
RIN 3235-AM00


FAST Act Modernization and Simplification of Regulation S-K; 
Correction

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical correction.

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SUMMARY: This document makes technical corrections to certain 
amendments to the Commission's disclosure rules and forms adopted in 
Release No. 33-10618 (March 20, 2019), which was published in the 
Federal Register on April 2, 2019. Specifically, this document 
reinstates certain item headings in registration statement forms under 
the Securities Act of 1933 that were inadvertently changed; relocates 
certain amendments to the correct item numbers in these forms and 
reinstates text that was inadvertently removed; corrects a portion of 
the exhibit table in Item 601(a) of Regulation S-K to make it 
consistent with the regulatory text of the amendments; and corrects 
certain typographical errors and a cross-reference in the regulatory 
text of the amendments.

DATES: Effective August 13, 2019.

FOR FURTHER INFORMATION CONTACT: Charles Kwon, Office of Rulemaking, 
Division of Corporation Finance, at (202) 551-3430, or Michael C. 
Pawluk, Investment Company Rulemaking Office, Division of Investment 
Management, at (202) 551-6792, U.S. Securities and Exchange Commission, 
100 F Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are making technical corrections to:

----------------------------------------------------------------------------------------------------------------
                Commission  reference                                    CFR citation  (17 CFR)
----------------------------------------------------------------------------------------------------------------
Regulation S-K.......................................  Sec.  Sec.   229.10 through 229.1305.
    Item 202.........................................  Sec.   229.202.
    Item 601.........................................  Sec.   229.601.
Regulation S-T.......................................  Sec.  Sec.   232.10 through 232.903.
    Rule 105.........................................  Sec.   232.105.
Securities Act of 1933: \1\
    Form S-1.........................................  Sec.   239.11.
    Form S-3.........................................  Sec.   239.13.
    Form S-6.........................................  Sec.   239.16.
    Form S-11........................................  Sec.   239.18.
    Form N-14........................................  Sec.   239.23.
    Form S-4.........................................  Sec.   239.25.
    Form F-1.........................................  Sec.   239.31.
    Form F-3.........................................  Sec.   239.33.
    Form F-4.........................................  Sec.   239.34.
    Form SF-1........................................  Sec.   239.44.
    Form SF-3........................................  Sec.   239.45.
Securities Exchange Act of 1934: \2\
    Form 10-D........................................  Sec.   249.312.
Investment Company Act of 1940: \3\
    Form N-8B-2......................................  Sec.   274.12.
Securities Act of 1933 and Investment Company Act of
 1940:
    Form N-1A........................................  Sec.  Sec.   239.15A and 274.11A.
    Form N-2.........................................  Sec.  Sec.   239.14 and 274.11a-1.
    Form N-3.........................................  Sec.  Sec.   239.17a and 274.11b.
    Form N-4.........................................  Sec.  Sec.   239.17b and 274.11c.
    Form N-5.........................................  Sec.  Sec.   239.24 and 274.5.
    Form N-6.........................................  Sec.  Sec.   239.17c and 274.11d.
----------------------------------------------------------------------------------------------------------------
\1\ 15 U.S.C. 77a et seq.
\2\ 15 U.S.C. 78a et seq.
\3\ 15 U.S.C. 80a-1 et seq.


[[Page 39967]]

List of Subjects in 17 CFR Parts 229, 232, 239, 249, and 274

    Reporting and recordkeeping requirements, Securities.

    For the reasons set out above, we are amending title 17, chapter II 
of the Code of Federal Regulations as follows:

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
1. 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, 78mm, 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).


Sec.  229.202  [Amended]

0
2. Amend Sec.  229.202 in Instruction 3 under ``Instructions to Item 
202'' by removing the phrase ``U.S.C. 77aaa et seq.'' and adding in its 
place ``15 U.S.C. 77aaa et seq.''

0
3. Amend Sec.  229.601 by revising entries (4) and (104) to the exhibit 
table in paragraph (a) to read as follows:


Sec.  229.601  (Item 601) Exhibits.

* * * * *

Exhibit Table

* * * * *

                                                                                          Exhibit Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 
                                                                                          * * * * * * *
(4) Instruments defining the rights of securities               X        X        X        X        X        X        X        X        X        X        X        X        X        X        X
 holders, including indentures, (i) through (v)..........
(vi) Description of registrant's securities..............  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
 
                                                                                          * * * * * * *
(104) Cover Page Interactive Data File...................  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......       X        X
 
                                                                                          * * * * * * *
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* * * * *

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

0
4. The authority citation for part 232 continues to read in part 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.
* * * * *


Sec.  232.105  [Amended]

0
5. Amend Sec.  232.105, in paragraph (d), in Instruction 2 under 
``Instructions to paragraph (d)'', by removing the phrase ``in the case 
of a foreign private issuer (as defined in Sec.  229.405 of this 
chapter)'' and adding in its place ``in the case of a foreign private 
issuer (as defined in Sec.  230.405 of this chapter)''.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
6. The authority citation for part 239 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat. 
312, unless otherwise noted.
* * * * *

0
7. Amend Form S-1 (referenced in Sec.  239.11) by revising the heading 
of Item 3 to read as follows:

    Note: The text of Form S-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *
0
8. Amend Form S-3 (referenced in Sec.  239.13) by revising the heading 
of Item 3 to read as follows:
    Note: The text of Form S-3 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *
0
9. Amend Form S-6 (referenced in Sec.  239.16) by revising the last 
sentence of the second paragraph of Additional Instruction 3 in 
``Instructions as to Exhibits'' to read as follows:
    Note: The text of Form S-6 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

FORM S-6

[FACING SHEET]

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT 
INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *

[[Page 39968]]

Additional Instructions:

* * * * *
    3. * * *
    After completing its review of the supplemental information, the 
Commission or its staff will return or destroy it at the request of the 
registrant, if the registrant complies with the procedures outlined in 
Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
10. Amend Form S-11 (referenced in Sec.  239.18) by revising the second 
sentence of the first paragraph of instruction H. under ``General 
Instructions'' and the heading of Item 3 to read as follows:
    Note: The text of Form S-11 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF 
CERTAIN REAL ESTATE COMPANIES

* * * * *

H. Eligibility to Use Incorporation by Reference

    * * * Notwithstanding the foregoing, in the financial statements, 
incorporating by reference or cross-referencing to information outside 
of the financial statements is not permitted unless otherwise 
specifically permitted or required by the Commission's rules or by U.S. 
Generally Accepted Accounting Principles or International Financial 
Reporting Standards as issued by the International Accounting Standards 
Board, whichever is applicable. * * *
* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *
0
11. Amend Form N-14 (referenced in Sec.  239.23) by revising the last 
sentence of the second paragraph of Instruction 3 in Item 16 to read as 
follows:
    Note: The text of Form N-14 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
Item 16. Exhibits
* * * * *
Instructions:
* * * * *
    3. * * *
    * * * After completing its review of the supplemental information, 
the Commission or its staff will return or destroy it at the request of 
the registrant, if the registrant complies with the procedures outlined 
in Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
12. Amend Form S-4 (referenced in Sec.  239.25) by revising the heading 
of Item 3 to read as follows:
    Note: The text of Form S-4 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 3. Risk Factors and Other Information.

* * * * *
0
13. Amend Form F-1 (referenced in Sec.  239.31) by revising the heading 
of Item 3 to read as follows:
    Note: The text of Form F-1 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *
0
14. Amend Form F-3 (referenced in Sec.  239.33) by revising the heading 
of Item 3 to read as follows:
    Note: The text of Form F-3 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 3. Summary Information and Risk Factors.

* * * * *
0
15. Amend Form F-4 (referenced in 239.34) by revising the heading of 
Item 3 to read as follows:
    Note: The text of Form F-4 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 3. Risk Factors and Other Information.

* * * * *
0
16. Amend Form SF-1 (referenced in Sec.  239.44) by revising Item 2 and 
Item 3 to read as follows:
    Note: The text of Form SF-1 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 2. Inside Front and Outside Back Cover Pages of Prospectus.

    Set forth on the inside front cover page of the prospectus or, 
where permitted, on the outside back cover page, the information 
required by Item 502 of Regulation S-K (17 CFR 229.502).

Item 3. Transaction Summary and Risk Factors.

    Furnish the information required by Items 105 and 503 of Regulation 
S-K (17 CFR 229.105 and 17 CFR 229.503) and Item 1103 of Regulation AB 
(17 CFR 229.1103).
* * * * *
0
17. Amend Form SF-3 (referenced in Sec.  239.45) by revising Item 2 and 
Item 3 to read as follows:
    Note: The text of Form SF-3 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Item 2. Inside Front and Outside Back Cover Pages of Prospectus.

    Set forth on the inside front cover page of the prospectus or, 
where permitted, on the outside back cover

[[Page 39969]]

page, the information required by Item 502 of Regulation S-K (17 CFR 
229.502).

Item 3. Transaction Summary and Risk Factors.

    Furnish the information required by Items 105 and 503 of Regulation 
S-K (17 CFR 229.105 and 17 CFR 229.503) and Item 1103 of Regulation AB 
(17 CFR 229.1103).
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
18. The authority citation for part 249 continues to read in part 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), and Sec. 72001, 
Pub. L. 114-94, 129 Stat. 1312 (2015), unless otherwise noted.
* * * * *
0
19. Amend Form 10-D (referenced in Sec.  249.312) by revising General 
Instruction D(2)(d) to read as follows:
    Note: The text of Form 10-D does not, and this amendment will not, 
appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-D

ASSET-BACKED ISSUER DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

* * * * *
    D. * * *
    (2) * * *
    (d) Exchange Act Rule 12b-23 (17 CFR 240.12b-23) (additional rule 
on incorporation by reference for reports filed pursuant to Sections 13 
and 15(d) of the Act).
* * * * *

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

0
20. The authority citation 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 Pub. L. 111-203, 
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

0
21. Amend Form N-5 (referenced in Sec. Sec.  239.24 and 274.5) by 
revising the last sentence of the second paragraph of Instruction 3 in 
``Instructions as to Exhibits'' to read as follows:

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

FORM N-5

REGISTRATION STATEMENT OF SMALL BUSINESS INVESTMENT COMPANY UNDER THE 
SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940 *
* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *

Instructions:

* * * * *
    3. * * *
    * * * After completing its review of the supplemental information, 
the Commission or its staff will return or destroy it at the request of 
the registrant, if the registrant complies with the procedures outlined 
in Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
22. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by 
revising the last sentence of the second paragraph of Instruction 4 in 
Item 28 to read as follows:
    Note: The text of Form N-1A does not, and this amendment will not, 
appear in the Code of Federal Regulations.

FORM N-1A

* * * * *

Item 28. Exhibits

* * * * *

Instructions

* * * * *
    4. * * *
    * * * After completing its review of the supplemental information, 
the Commission or its staff will return or destroy it at the request of 
the registrant, if the registrant complies with the procedures outlined 
in Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
23. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by 
revising the last sentence of the second paragraph of Instruction 6 in 
Item 25.2 to read as follows:
    Note: The text of Form N-2 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

FORM N-2

* * * * *

Item 25. Financial Statements and Exhibits

* * * * *
    2. Exhibits:
* * * * *

Instructions

* * * * *
    6. * * *
    * * * After completing its review of the supplemental information, 
the Commission or its staff will return or destroy it at the request of 
the registrant, if the registrant complies with the procedures outlined 
in Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
24. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b) by 
revising the last sentence of the second paragraph of Instruction 5 in 
Item 29(b) to read as follows:
    Note: The text of Form N-3 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

FORM N-3

* * * * *

Item 29. Financial Statements and Exhibits

* * * * *
    (b) Exhibits:
* * * * *

Instructions

* * * * *
    5. * * *
    * * * After completing its review of the supplemental information, 
the Commission or its staff will return or destroy it at the request of 
the registrant, if the registrant complies with the procedures outlined 
in Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
25. Amend Form N-4 (referenced in Sec. Sec.  239.17b and 274.11c) by 
revising the last sentence of the second paragraph of Instruction 5 in 
Item 24(b) to read as follows:
    Note: The text of Form N-4 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

FORM N-4

* * * * *

Item 24. Financial Statements and Exhibits

* * * * *
    (b) Exhibits:
* * * * *

Instructions

* * * * *
    5. * * *
    * * * After completing its review of the supplemental information, 
the

[[Page 39970]]

Commission or its staff will return or destroy it at the request of the 
registrant, if the registrant complies with the procedures outlined in 
Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
26. Amend Form N-6 (referenced in Sec. Sec.  239.17c and 274.11d) by 
revising the last sentence of the second paragraph of Instruction 3 in 
Item 26 to read as follows:
    Note: The text of Form N-6 does not, and this amendment will not, 
appear in the Code of Federal Regulations.

FORM N-6

* * * * *

Item 26. Exhibits

* * * * *

Instructions:

* * * * *
    3. * * *
    * * * After completing its review of the supplemental information, 
the Commission or its staff will return or destroy it at the request of 
the registrant, if the registrant complies with the procedures outlined 
in Rule 418 (Sec.  230.418 of this chapter).
* * * * *
0
27. Amend Form N-8B-2 (referenced in Sec.  274.12) by revising the last 
sentence of the second paragraph of Instruction 3 in ``IX Exhibits'' to 
read as follows:
    Note: The text of Form N-8B-2 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM N-8B-2

REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE CURRENTLY 
ISSUING SECURITIES
* * * * *

IX

EXHIBITS

* * * * *

Instructions:

* * * * *
    3. * * *
    * * * After completing its review of the supplemental information, 
the Commission or its staff will return or destroy it at the request of 
the registrant, if the registrant complies with the procedures outlined 
in Rule 418 (Sec.  230.418 of this chapter).
* * * * *

    Dated: August 6, 2019.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2019-17138 Filed 8-12-19; 8:45 am]
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