[Federal Register Volume 86, Number 221 (Friday, November 19, 2021)]
[Proposed Rules]
[Pages 64839-64881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-24522]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 240, 249, 270, 275, and 279

[Release Nos. 34-93518; IA-5903; IC-34415; File No. S7-15-21]
RIN 3235-AM97


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

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: The Securities and Exchange Commission is proposing amendments 
to rules to convert the filing of certain applications, confidential 
treatment requests, and forms from paper to electronic submission. 
Specifically, we propose to amend our rules to require that the 
following types of filings be submitted via our Electronic Data 
Gathering, Analysis, and Retrieval (``EDGAR'') system: Applications for 
orders under any section of the Investment Advisers Act of 1940 
(``Advisers Act'') and confidential treatment requests for filings made 
under section 13(f) of the Securities Exchange Act of 1934 (``Exchange 
Act''). We also propose rule amendments to harmonize the requirements 
for the submission of applications for orders

[[Page 64840]]

under the Advisers Act and the Investment Company Act of 1940 
(``Investment Company Act''). In addition, we propose to amend other 
rules and a form to require the electronic submission of Form ADV-NR 
through the Investment Adviser Registration Depository (``IARD'') 
system. We also propose to require non-resident general partners and 
non-resident managing agents to amend their Form ADV-NR within 30 days 
whenever any information contained in the form becomes inaccurate by 
filing with the Commission a new Form ADV-NR. Further, we are re-
proposing amendments to Form 13F to require managers to provide 
additional identifying information. Finally, we are re-proposing 
certain technical amendments to Form 13F, including modernizing the 
structure of data reporting and amending the instructions on Form 13F 
for confidential treatment requests in light of a recent decision of 
the U.S. Supreme Court.

DATES: Comments should be received on or before December 20, 2021.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/submitcomments.htm); or
     Send an email to [email protected]. Please include 
File Number S7-15-21 on the subject line.

Paper Comments

     Send paper comments to Secretary, Securities and Exchange 
Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-15-21. This file number 
should be included on the subject line if email is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
website (http://www.sec.gov/rules/proposed.shtml). Comments are also 
available for website viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE, Washington, DC 20549, on official 
business days between the hours of 10 a.m. and 3 p.m. Operating 
conditions may limit access to the Commission's public reference room. 
All comments received will be posted without change. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly.
    Studies, memoranda, or other substantive items may be added by the 
Commission or staff to the comment file during this rulemaking. A 
notification of the inclusion in the comment file of any such materials 
will be made available on the Commission's website. To ensure direct 
electronic receipt of such notifications, sign up through the ``Stay 
Connected'' option at www.sec.gov to receive notifications by email.

FOR FURTHER INFORMATION CONTACT: Zeena Abdul-Rahman, Senior Counsel, 
Sara Cortes, Senior Special Counsel, Investment Company Rulemaking 
Office, at (202) 551-6792; or Alexis Palascak, Senior Counsel, 
Investment Adviser Regulation Office, at (202) 551-6787 or [email protected], Division of Investment Management, Securities and 
Exchange Commission, 100 F Street NE, Washington, DC 20549-8549.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission is 
proposing amendments to 17 CFR 232.11 (``rule 11''), 17 CFR 232.100 
(``rule 100''), 17 CFR 232.101 (``rule 101''), 17 CFR 232.102 (``rule 
102''), and 17 CFR 232.201 (``rule 201'') of Regulation S-T relating to 
electronic filing on the EDGAR system; 17 CFR 275.0-4 (``rule 0-4'') 
and 17 CFR 275.203-1 (``rule 203-1'') under the Advisers Act; 17 CFR 
279.4 (``Form ADV-NR'') and the instructions to 17 CFR 279.1 (``Form 
ADV'') under the Advisers Act; 17 CFR 270.0-2 (``rule 0-2'') under the 
Investment Company Act; 17 CFR 240.24b-2 (``rule 24b-2'') under the 
Exchange Act; and 17 CFR 249.325 (``Form 13F'').

Table of Contents

I. Background
II. Discussion
    A. Applications
    1. Electronic Filing
    2. Availability of Hardship Exemptions
    3. Elimination of Certain Requirements
    4. Form ADV-NR
    B. Rule 13f-1 and Form 13F
    1. Electronic Filings of 13(f) Confidential Treatment Requests
    2. Other Amendments to Form 13F
    C. Compliance Date
III. Economic Analysis
    A. Introduction and Primary Goals of the Proposed Regulations 
and Form Amendments
    B. Economic Baseline
    C. Economic Effects
    1. Benefits
    2. Costs
    3. Efficiency, Competition, and Capital Formation
    D. Reasonable Alternatives
    1. Alternative Filing System for Advisers Act Orders
    2. Alternative Filing System for 13(f) Confidential Treatment 
Requests
    3. Single Form 13F Filing With Electronic Attachment
    E. Request for Comment
IV. Paperwork Reduction Act
    A. Amendments to Rule 0-4
    1. Burden Estimate for Rule 0-4
    B. Amendment to Form ADV-NR
    1. Burden Estimate for Form ADV-NR
    C. Form ADV and Rule 203-1
    D. Amendments to Form 13F
    E. Request for Comments
V. Regulatory Flexibility Act Certification
VI. Consideration of the Impact on the Economy
VII. Statutory Authority
Text of Proposed Rule and Form Amendments
Signature

I. Background

    The Commission seeks to promote efficiency, transparency, and 
operational resiliency by modernizing the manner in which information 
is submitted to us and, where appropriate, disclosed to the public. 
Electronic filing improves our ability to achieve these goals. 
Specifically, electronic filing minimizes the risks of delay in staff 
receiving the information via paper submissions, and it increases 
efficiency in the staff review process by reducing staff processing 
time, increasing quality assurance, and improving the ability to review 
and analyze information contained in electronic submissions. In 
addition to increasing staff efficiency of review, publicly filed 
electronic submissions are more readily available on our website in 
easily searchable formats, which benefits both investors and the asset 
management industry.
    In addition, electronic filing capabilities have proved to be an 
effective measure in addressing certain of the logistical and 
operational issues raised by the spread of coronavirus disease 
(``COVID-19''). We believe that converting paper submissions to 
electronic submissions would allow the Commission, and those persons 
filing the submissions, to more effectively and efficiently navigate 
any future disruptive events--like COVID-19--that make the paper 
submission process unnecessarily burdensome, impractical, or 
unavailable. Further, we believe that the proposed electronic 
submission process better reflects the current business practices and 
operations of those persons that file the submissions and, as a result, 
would likely reduce the burden associated with submitting such filings. 
These benefits are among the reasons that the Commission has

[[Page 64841]]

transitioned filings from paper to electronic format in many 
contexts.\1\
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    \1\ See Updating Edgar Filing Requirements, Securities Act 
Release No. 11005 (Nov. 4, 2021); see also Amendments to the 
Commission's Rules of Practice, Exchange Act Release No. 90442 (Nov. 
17, 2020) [85 FR 86464 (Dec. 30, 2020)]; Cf. Electronic Signatures 
in Regulation S-T Rule 302, Securities Act Release No. 10889 (Nov. 
17, 2020) [85 FR 78224] (Dec. 4, 2020).
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    We are proposing to require electronic filing of applications for 
orders under any section of the Advisers Act,\2\ and of confidential 
treatment requests for filings made under section 13(f) of the Exchange 
Act (``13(f) Confidential Treatment Requests''). These filings would be 
required to be submitted through the EDGAR system.\3\ In addition, we 
are re-proposing certain amendments to Form 13F that we originally 
proposed in July 2020.\4\ The Commission is not re-proposing the 
amendments to raise the reporting thresholds for Form 13F that were 
included in the 2020 Form 13F Proposal. As discussed further below, and 
consistent with the original proposal, we are proposing (i) a 
requirement for an institutional investment manager \5\ (``manager'') 
that files Form 13F to provide certain identifying information, (ii) 
certain technical amendments to modernize the information reported on 
Form 13F, consistent with its existing structured eXtensible Markup 
Language (``XML'') format, and (iii) a modification to instruction 2.d. 
of Form 13F's Confidential Treatment Instructions to update that 
instruction and make it consistent with a recent U.S. Supreme Court 
decision.\6\ We also are proposing other rule amendments to harmonize 
the requirements for submission of applications for orders under the 
Advisers Act and the Investment Company Act.
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    \2\ Applications for registration as an investment adviser under 
the Advisers Act and applications for withdrawal from registration 
are filed via IARD. See 17 CFR 275.203-1; 17 CFR 275.203-2. We are 
not proposing to alter these requirements.
    \3\ The EDGAR Filer Manual, which is promulgated by the 
Commission, sets out the technical formatting requirements for 
electronic submissions. See 17 CFR 232.301.
    \4\ See Reporting Threshold for Institutional Investment 
Managers, Exchange Act Release No. 89290 (July 10, 2020) [85 FR 
46016 (July 31, 2020)] (``2020 Form 13F Proposal'').
    \5\ The term ``institutional investment manager'' includes any 
person, other than a natural person, investing in or buying and 
selling securities for its own account, and any person exercising 
investment discretion with respect to the account of any other 
person. See section 13(f)(6)(A) of the Exchange Act [15 U.S.C. 
78m(f)(6)]. The term ``person'' includes any natural person, 
company, government, or political subdivision, agency, or 
instrumentality of a government. See section 3(a)(9) of the Exchange 
Act [15 U.S.C. 78c(3)(9)].
    \6\ Food Marketing Institute v. Argus Leader Media, 139 S.Ct. 
2356 (2019) (overturning the longstanding interpretation set forth 
in National Parks v. Morton, 498 F.2d 765 (D.C. Cir. 1974) of 
``confidential'' for purposes of FOIA exemption 4).
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    Finally, we are proposing to require the electronic submission of 
Form ADV-NR by non-resident general partners and non-resident managing 
agents of investment advisers (domestic or non-resident) registered 
with the Commission. Form ADV-NR is filed in connection with an 
adviser's initial Form ADV submission and requires a non-resident 
general partner or managing agent of an investment adviser to appoint 
an agent for service of process in the United States.\7\ Under the 
proposed amended rules, filers would be required to submit Form ADV-NR 
through the IARD system.
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    \7\ See proposed amended rule 203-1(d) [17 CFR 275.203-1(d)]. 
The proposed amendments would continue to permit a paper filing of 
Form ADV-NR if a continuing hardship exemption is granted under 
Advisers Act rule 203-3(b) [17 CFR 275.203-3].
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II. Discussion

A. Applications

1. Electronic Filing
    Section 206A of the Advisers Act gives the Commission the authority 
to provide exemptions from any provision of the Advisers Act or any 
rule or regulation thereunder, provided the exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Advisers Act.\8\ Applicants seeking an exemption must 
apply to the Commission to obtain an order.\9\ The processes for 
submitting an application are addressed in Advisers Act rule 0-4 \10\ 
and Commission Guidelines issued in 1985 (``1985 Release'').\11\ Since 
the 1985 Release, the process for handling exemptive applications in 
the Division of Investment Management (``Division'') has evolved. While 
an applicant seeking Investment Company Act relief submits its 
application electronically to the Commission via EDGAR, an applicant 
seeking Advisers Act relief submits its application, as well as a 
proposed notice of application, in paper and in quintuplicate.\12\ The 
paper copies of the applications are delivered to the Commission's 
mailroom for stamping, logging, and ultimately for routing to the 
Division staff. Staff then create a notification in the EDGAR system in 
order to assign an appropriate file number, manually upload the 
application onto our public website, and process the application for 
internal tracking. The current manual process for submitting and 
handling Advisers Act applications creates inefficiencies in a number 
of ways, including those resulting from the absence in Advisers Act 
rule 0-4 of a specific addressee at the Commission for 
applications.\13\
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    \8\ See section 206A of the Advisers Act [15 U.S.C. 80b-6a].
    \9\ Possible applicants include, but are not limited to, 
registered investment advisers, exempt reporting advisers, and 
persons not registered with the Commission but who meet the 
definition of investment adviser under the Advisers Act.
    \10\ 17 CFR 275.0-4.
    \11\ Commission Policy and Guidelines for Filing of Applications 
for Exemption from Some or All of the Provisions of the Investment 
Company Act of 1940 and the Investment Advisers Act of 1940, 
Investment Advisers Act Release No. 969 (Apr. 30, 1985) (``1985 
Release'').
    \12\ Pursuant to rule 0-4(b), every application for an order 
under any provision of the Advisers Act, for which a form with 
instructions is not specifically prescribed, and every amendment to 
such application shall (among other requirements) be filed in 
quintuplicate. 17 CFR 275.0-4(b). Rule 0-4(g) requires that a 
proposed notice of the proceeding initiated by the filing of the 
application accompany each application as an exhibit thereto. 17 CFR 
275.0-4(g).
    \13\ Any delay between Commission receipt and receipt by the 
appropriate staff member means that there is delay in public 
availability of the application. We propose to designate the 
Secretary of the Commission as the addressee for paper applications 
for an order under both the Advisers Act and the Investment Company 
Act (e.g., applications made in paper pursuant to a hardship 
exemption under Regulation S-T). See infra footnotes 33 and 34 and 
accompanying text.
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    Moreover, in order to achieve an expeditious review of an 
application, applicants often, to the extent possible, adhere to 
applicable precedent and address any differences from prior 
applications.\14\ Applicants and staff, accordingly, rely on the ready 
availability of applications that have been evaluated by the Commission 
and its staff. Commission staff place the applications (including 
amendments, notices of applications, and the resulting orders) on the 
Commission's website in order to improve transparency and to facilitate 
this reliance. Unlike other filings made in EDGAR, Advisers Act 
applications are not readily available to the public upon submission; 
instead they require the staff actions described above to be posted.
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    \14\ See 1985 Release, supra footnote 11 (discussing that 
applicants should recognize the differences between their proposal 
and prior applications requesting similar relief and, to the extent 
possible, bring their proposal within applicable precedent. Further, 
applicants should cite and discuss applicable precedent.).
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    Prior to the Commission amending its rules in 2008 to mandate 
electronic submission of applications for orders under any section of 
the Investment Company Act,\15\ applicants filed their

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applications for Investment Company Act orders in paper using a similar 
process as those seeking orders under the Advisers Act.\16\ In our 
experience, the transition from paper to electronic filing of 
Investment Company Act applications has led to more streamlined and 
timely application processing. Commission staff have immediate access 
to an Investment Company Act application through EDGAR, eliminating the 
need for manually processing the application. The ability to review 
applications in EDGAR immediately creates internal efficiencies by 
shortening the time to create and maintain records as well. 
Additionally, the Commission has received applications from parties 
seeking relief under both the Advisers Act and the Investment Company 
Act that were unable to file a single application because of the 
current multiple-system requirements for the differing 
applications.\17\ Our proposal would allow such applications to be 
filed jointly in a single submission.
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    \15\ See generally Mandatory Electronic Submission of 
Applications for Orders under the Investment Company Act and Filings 
Made Pursuant to Regulation E, Securities Act Release No. 8981 (Oct. 
29, 2008) [73 FR 65516 (Nov. 4, 2008)] (``2008 IC Applications 
Release'').
    \16\ The amendments mandating electronic submission of 
Investment Company Act exemptive applications followed a report by 
the Commission's Office of Inspector General that recommended a 
transition to electronic submission of Investment Company Act 
applications. See IM Exemptive Application Processing, SEC Office of 
Inspector General, Audit Report No. 408, Recommendation B (Sept. 29, 
2006).
    \17\ For such applications, the applications under the 
Investment Company Act were made in HTML on EDGAR, and the Advisers 
Act applications were submitted in paper.
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    The transition to electronic submission in the Investment Company 
Act context has led to increased transparency for filers seeking 
similar relief, who can now more easily search for and replicate (as 
appropriate) similar applications for an exemptive order.\18\ Similarly 
requiring Advisers Act applications to be submitted electronically in 
EDGAR would benefit investors, applicants, and other interested parties 
by making information contained in these filings more readily and 
immediately available and more easily searchable. We also believe that 
making these filings and applications immediately available in 
electronic format in the EDGAR database would provide a more complete 
and more easily reviewable picture for the investing public, to the 
extent such applications might inform investors' decisions with respect 
to selection or retention of investment advisers.\19\
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    \18\ See Amendments to Procedures With Respect to Applications 
Under the Investment Company Act of 1940, Investment Company Act 
Release No. 33921 (July 6, 2020) [85 FR 57089 (Sept. 15, 2020)] 
(``2020 IC Applications Procedures Release'') (adopting amendments 
to rules under the Investment Company Act to establish an expedited 
review procedure for applications that are substantially identical 
to recent precedent as well as a rule to establish an internal 
timeframe for review of applications outside of such expedited 
procedure). We are not proposing to extend the rules adopted in the 
2020 IC Applications Procedures Release to applications for 
exemptions from provisions of the Advisers Act.
    \19\ As noted above, because of the current manual process of 
categorizing and uploading Advisers Act applications, there can be a 
delay in making a paper application public. See supra at text 
accompanying footnote 13.
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a. The EDGAR Filing System
    While most electronic filings made with the Commission are filed 
via the EDGAR system,\20\ investment advisers submit certain filings 
and reports electronically via the IARD system (including registration 
applications under the Advisers Act).\21\ We are proposing, however, to 
require electronic submission of Advisers Act applications on 
EDGAR.\22\ We do so for a number of reasons. First, the cost to 
advisers of submitting electronic applications through the EDGAR system 
would be relatively low.\23\ Second, the EDGAR system should require 
fewer technological changes than IARD in order to accept Advisers Act 
applications, as it is already designed to accept Investment Company 
Act applications. Third, EDGAR would allow for applications under both 
the Investment Company Act and the Advisers Act to be made in a single 
filing.\24\ Fourth, the process for filing applications under the 
Advisers Act on EDGAR would be consistent with the process for filing 
applications under the Investment Company Act, which we believe would 
facilitate internal processing efficiencies by Commission staff. 
Finally, we believe that having applications under both the Investment 
Company Act and the Advisers Act in the same system would increase 
transparency for the public as users would only need to learn how to 
access one system to locate all relevant applications.
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    \20\ This includes applications for orders under any section of 
the Investment Company Act as well as Regulation E filings of small 
business investment companies and business development companies. 
See 2008 IC Applications Release, supra footnote 15.
    \21\ See e.g., 17 CFR 275.203-1 (application for investment 
adviser registration), 275.203-2 (withdrawal from investment adviser 
registration), 275.203-3 (hardship exemptions from the requirement 
to make Advisers Act filings electronically with IARD), and 275.204-
4 (reporting by exempt reporting advisers).
    \22\ Although investment advisers register using the IARD 
system, some advisers may be familiar with the EDGAR system as a 
result of other required filings on EDGAR, such as certain filings 
made pursuant to sections 13 and 16 of the Exchange Act or 
registration statements filed on behalf of registered investment 
companies they manage. See 17 CFR 240.13f-1, 17 CFR 240.13d-1, 15 
U.S.C. 78p(a).
    \23\ See infra at text accompanying footnote 143 and section 
IV.A (discussing the costs associated with submitting applications 
electronically).
    \24\ For applications with multiple co-applicants (i.e., if 
certain applicants were included for Advisers Act relief and others 
were included for Investment Company Act relief), the applicants 
would be able to submit the application with all co-applicants 
included in one submission. The applicants would choose one 
applicant to list first as the ``primary'' co-applicant. Then, they 
would include in the EDGAR submission the information for all other 
co-applicants.
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b. Proposed Rule Amendments
    We are proposing to amend certain rules of Regulation S-T \25\ and 
Advisers Act rule 0-4 to require electronic filing on EDGAR of 
applications for an order under any section of the Advisers Act. 
Proposed amendments to rule 101(a)(1) of Regulation S-T would include 
within its mandatory electronic submissions any application for an 
order under any section of the Advisers Act.\26\ Regulation S-T 
includes rules concerning mandatory and permissive electronic EDGAR 
submissions. It also generally requires the electronic filing of any 
amendments and related correspondence and supplemental information 
pertaining to a document that is the subject of mandated EDGAR 
submission.\27\ Additionally, Regulation S-T generally requires 
exhibits to an electronic filing to be filed in electronic format, 
absent a hardship exemption.\28\ The proposed amendments to these 
requirements would apply to persons who submit applications under the 
Advisers Act, as they do to persons who

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submit applications under the Investment Company Act.\29\
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    \25\ 17 CFR 232.11, 232.100, 232.101, 232.102 and 232.201.
    \26\ See proposed section (a)(1)(xxiii) of rule 101 of 
Regulation S-T. As part of such changes, we are proposing to add the 
term ``Investment Advisers Act'' as a defined term in rule 11 of 
Regulation S-T, meaning the Investment Advisers Act of 1940. See 
proposed amendments to rule 11 of Regulation S-T; see also infra 
footnote 95 (discussing other proposed non-substantive conforming 
edits to rule 101 of Reg S-T).
    \27\ See rule 101(a)(1) of Regulation S-T [17 CFR 
232.101(a)(1)]. Related correspondence and supplemental information 
are not automatically disseminated publicly through the EDGAR system 
but are immediately available to the Commission staff.
    \28\ See rule 102(a) of Regulation S-T [17 CFR 232.102(a)]. 
Proposed amendments to rule 102(a) of Regulation S-T would provide 
that previously filed exhibits, whether in paper or electronic 
format, may be incorporated by reference to the extent permitted by 
Advisers Act rule 0-6 [17 CFR 275.0-6]. See EDGAR Filer Manual, 
Volume II: ``EDGAR Filing'' (Version 57) (Mar. 2021) (``2021 EDGAR 
Filer Manual''), at Sections 2.1 (EDGAR Filing Process) and 5.2 
(Document Formats).
    \29\ In order to clarify that all applicants for an order under 
the Advisers Act (and not just registered investment advisers) are 
subject to Regulation S-T, we also propose to amend rule 100(b) to 
replace the term ``registrants'' and state that ``[p]ersons or 
entities'' whose filings are subject to review by the Division shall 
be subject to the electronic filing requirements of Regulation S-T. 
See proposed amendment to section (b) of rule 100 of Regulation S-T, 
the wording of which would conform to section (c) of the rule.
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    Rule 0-4 generally prescribes requirements for filings made under 
the Advisers Act.\30\ Proposed amendments to rule 0-4 would require 
that every application for an order under any provision of the Advisers 
Act, for which a form with instructions is not specifically prescribed, 
and every amendment to such application, be filed electronically 
pursuant to Regulation S-T.\31\ Rule 0-4's specifications for the 
submission of paper applications would continue to apply for any 
remaining paper applications, such as filings made pursuant to a 
hardship exemption under Regulation S-T.\32\ Although we anticipate 
paper submissions would be rare, we propose to amend rule 0-4 to 
require that the Secretary of the Commission be the designated 
addressee of such paper submissions.\33\ We propose an identical 
clarifying change to designate the Secretary of the Commission as 
addressee of any remaining paper submissions under the Investment 
Company Act.\34\
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    \30\ See 17 CFR 275.0-4.
    \31\ See proposed amendment to Advisers Act rule 0-4(b).
    \32\ See id. Regulation S-T generally requires requests for 
confidential treatment of an application to be filed in paper, and 
it provides a process for seeking a continuing hardship exemption. 
See rule 101(c)(1)(i) [17 CFR 232.101(c)(1)(i)] (confidential 
treatment) and rule 202 [17 CFR 232.202] (continuing hardship 
exemption) of Regulation S-T.
    \33\ See proposed amendment to Advisers Act rule 0-4(a).
    \34\ See proposed amendment to Investment Company Act rule 0-
2(a).
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c. Request for Comment
    We request comment on our proposal to require that applications for 
orders under any section of the Advisers Act be submitted 
electronically via EDGAR.
    1. Are there burdens or other issues related to electronic filing, 
as opposed to paper filing, that the Commission should consider with 
regard to applications for an order under the Advisers Act? Should we 
allow (but not require) electronic submission of such applications? 
Should certain types of Advisers Act applications be excluded from 
mandatory electronic submission? If so, which types of applications 
should be excluded?
    2. Is the EDGAR system the appropriate system for Advisers Act 
applications? Should the Commission use, for example, the IARD system, 
or a secure file transfer system instead? Would requiring Advisers Act 
applications to be filed on IARD be more beneficial for investors and 
other market participants? If so, why? Alternatively, is there another 
method of electronic submission that is preferable? If so, please 
identify the method you believe we should adopt, why you believe it 
should be used, and the estimated costs of such system for filers.
    3. Similar to many other provisions of Regulation S-T, including 
the provision for Investment Company Act applications, the proposed 
rule does not specify a particular filing format though we anticipate 
the filing format would be HTML or ASCII, like many other EDGAR 
filings, including Investment Company Act applications. What format or 
formats should the rule permit for filing of Advisers Act applications? 
Should the Commission require a single, specified format or permit 
filers to select a format among two or more possible formats? What time 
or expense is associated with particular formats? What time or expense 
would be required of the public to view documents in a particular 
format? Would a particular format require any filers or users to 
license commercial software they otherwise would not, and, if so, at 
what expense?
    4. Is there any additional information that commenters can provide 
with respect to the difficulties and/or considerations unique to the 
proposed amendments? In the event that commenters believe that any 
aspect of the proposed amendments would affect the costs of filing or 
using the information, we ask for specific details, quantitative data, 
and alternative approaches.
2. Availability of Hardship Exemptions
a. General
    Under the proposal, temporary hardship exemptions from electronic 
filing would not be available for applications for orders under the 
Advisers Act, but continuing hardship exemptions from electronic filing 
would be available. Rule 201 of Regulation S-T provides that if an 
electronic filer experiences unanticipated technical difficulties 
preventing the timely preparation and submission of an electronic 
filing, the electronic filer may file in paper format no later than one 
business day after the date on which the filing was to be made, subject 
to certain requirements and exclusions (``temporary hardship 
exemption''). This temporary hardship exemption is available 
automatically but must be followed by a confirming electronic copy 
within six business days. Currently, rule 201 does not address 
applications for orders under the Advisers Act because such 
applications are filed in paper rather than filed electronically. We 
are proposing to amend rule 201 so it would exclude applications for 
orders under the Advisers Act, as it does with applications for orders 
under the Investment Company Act.\35\ As a result, temporary hardship 
exemptions would not be available for applications for orders under the 
Advisers Act, as is the case with applications for orders under the 
Investment Company Act. We believe that submission exigencies or 
submission deadlines associated with applications for orders under the 
Advisers Act would be rare.
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    \35\ See 2008 IC Applications Release, supra footnote 15.
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    A filer may apply for a continuing hardship exemption from 
electronic filing under rule 202 of Regulation S-T if it cannot file 
all or part of a filing without undue burden or expense.\36\ A 
continuing hardship exemption may be granted for a limited time period 
or indefinitely. Time-limited continuing hardship exemptions may be 
conditioned upon filing the document in electronic format by a certain 
date. Continuing hardship exemptions would be available for 
applications for orders under the Advisers Act under rule 202, as it is 
currently written, without any amendments.
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    \36\ 17 CFR 232.202.
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b. Request for Comment
    We request comment on the availability of hardship exemptions.
    5. Like applications for orders under the Investment Company Act, 
should a temporary hardship exemption not be available for applications 
for orders under the Advisers Act, as proposed? Why or why not? Could 
there be any submission exigency or submission deadline associated with 
applications for orders under the Advisers Act? If so, with what 
frequency might such exigency occur? Alternatively, should a temporary 
hardship exemption be available for applications for orders under the 
Investment Company Act or the Advisers Act? Why or why not?
    6. Like applications for orders under the Investment Company Act, 
should a continuing hardship exemption be available for applications 
for orders under the Advisers Act, as proposed?

[[Page 64844]]

Should a continuing hardship exemption not be available for 
applications for orders under the Investment Company Act? Why or why 
not?
3. Elimination of Certain Requirements
a. General
    We are proposing to amend rule 0-4 governing the form of 
applications under the Advisers Act to harmonize the requirements with 
the requirements for applications under the Investment Company Act and 
further reduce the burden of filing such applications.\37\ First, we 
are proposing to eliminate the requirement to have verifications of 
applications and statements of facts made in connection with 
applications notarized.\38\ We believe that this requirement is 
unnecessary in the context of these filings.\39\ In the 2008 IC 
Applications Release, we removed the corresponding requirement for 
applications for an order under the Investment Company Act,\40\ and we 
have not had significant issues or concerns with the removal of 
notarizations in that context. Second, we are proposing to eliminate 
the requirement that applicants include proposed notices as exhibits to 
applications.\41\ This requirement was also removed for applications 
under the Investment Company Act in the 2008 IC Applications 
Release.\42\ Moreover, the elimination of this requirement for 
applications submitted under the Investment Company Act has resulted in 
reduced filing burdens for applicants. Finally, we are removing the 
reference to microfilming in Advisers Act rule 0-4(b) and Investment 
Company Act rule 0-2(b), as the Commission no longer microfilms 
applications for an order under either Act.\43\
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    \37\ We also propose to correct a typo in [17 CFR 275.0-4(i)] 
(Advisers Act rule 0-4(i)) concerning duplicate original copies in 
paper applications (concerning the singular and plural of 
``original'').
    \38\ See rule 0-4(d) [17 CFR 275.0-4(d)]; proposed amendments to 
Advisers Act rule 0-4(d).
    \39\ Regulation S-T requires that each signatory to an 
electronic filing manually sign a signature page or other document 
authenticating, acknowledging or otherwise adopting his or her 
signature that appears in typed form in the electronic filing. This 
document must be executed before or at the time the electronic 
filing is made, must be retained by the filer for a period of five 
years, and must be made available to the Commission upon request. 
See rule 302(b) of Regulation S-T [17 CFR 232.302(b)]. Moreover, 
filers must submit a notarized authentication to the Commission when 
submitting a Form ID to gain initial access to the EDGAR filing 
system. We believe that these requirements provide sufficient 
assurance of the legitimacy of signatures contained in the 
electronic filings so that notarization of each application and each 
amended application is unnecessary.
    \40\ See 2008 IC Applications Release, supra footnote 15, at 
text accompanying nn.44 and 45.
    \41\ See rule 0-4(g) [17 CFR 275.0-4(g)]; proposed amendments to 
Advisers Act rule 0-4(g).
    \42\ See 2008 IC Applications Release, supra footnote 15, at 
text accompanying and following n.46.
    \43\ See proposed amendments to Advisers Act rule 0-4(b) and 
Investment Company Act rule 0-2(b).
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b. Request for Comment
    We request comment on the proposed amendments to eliminate the 
notarization and proposed notice requirements for Advisers Act 
applications, to remove the reference to microfilming in Advisers Act 
rule 0-4 and Investment Company Act rule 0-2, and to revise the wording 
in Advisers Act rule 0-4(i) related to duplicate original copies in a 
paper applications.
    7. Should we maintain any of these requirements that we are 
proposing to either modify or eliminate? Why or why not? Should we 
instead modify, or otherwise replace, any of these requirements with 
alternative and/or additional requirements? If so, how should we modify 
and/or supplement these requirements and/or what alternatives should 
the rule(s) require? If we make these, or other, modifications to the 
Advisers Act rules, should we also make the same, or similar, 
modifications to the analogous rules under the Investment Company Act? 
If so, please describe what, if any, modifications and/or differences 
we should include in any amendments made to the Investment Company Act 
rules.
    8. What costs, benefits and/or other effects might be associated 
with the proposed modifications? Please describe how such costs, 
benefits or other effects relate to the current requirements of the 
proposed rule.
4. Form ADV-NR
a. General
    Filing Form ADV-NR is mandatory for non-resident general partners 
and non-resident managing agents of investment advisers and must be 
filed in connection with an adviser's initial Form ADV submission.\44\ 
The Commission collects this information to ensure that a non-resident 
general partner or managing agent of an investment adviser appoints an 
agent for service of process in the United States.\45\ Currently, Form 
ADV-NR must be filed as a paper filing submission.\46\ The Commission 
makes Form ADV-NR publicly available by posting an update to EDGAR 
indicating that the Commission received a Form ADV-NR filing. Members 
of the public can view such updates by searching for an adviser, and 
can use the information in the update to request the Form ADV-NR 
through a Freedom of Information Act (``FOIA'') request.\47\
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    \44\ 17 CFR 279.4.
    \45\ See 17 CFR 279.4.
    \46\ See 17 CFR 279.4. See also 17 CFR 275.0-4(a).
    \47\ The Commission's website sets forth instructions on how to 
make a FOIA request, available at https://www.sec.gov/page/office-foia-services; see 5 U.S.C. 552.
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    We are proposing amendments to Advisers Act rule 203-1 to require 
investment advisers' non-resident general partners and non-resident 
managing agents to file Form ADV-NR electronically through IARD, which 
is the same system advisers use to file Form ADV.\48\ We anticipate 
that IARD would present proposed Form ADV-NR in fillable format. 
Members of the public would be able to view Forms ADV-NR through the 
same system they view Forms ADV, which is the Investment Adviser Public 
Disclosures (IAPD), the public interface of IARD. We believe that 
requiring electronic submission of Form ADV-NR would enhance our 
ability to collect and access the information on the form and likely 
reduce the burden associated with filing and processing such forms. 
Furthermore, we believe that requiring electronic submission of Form 
ADV-NR would allow filers to more effectively and efficiently navigate 
future disruptive events--like COVID-19--when staff and filers are 
unable to access their physical work facilities to complete, submit and 
process paper fillings. The proposed amendments would still, however, 
permit those required to file Form ADV-NR to file the form via paper 
submission if granted a hardship exemption under rule Advisers Act rule 
203-3.\49\ The proposed amendments would, like the current rule, 
require (1) advisers, non-resident general partners and a non-resident 
managing agents to complete and file Form ADV-NR in connection with the 
adviser's initial registration with the Commission; and (2) a person 
who becomes a non-resident general partner or a non-resident managing 
agent after the date the adviser files its

[[Page 64845]]

initial registration with the Commission, to file Form ADV-NR with the 
Commission within 30 days of becoming a non-resident general partner or 
a non-resident managing agent.\50\
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    \48\ There is precedent to requiring persons other than the 
adviser to file a form through IARD. Independent public accountants 
must file [17 CFR 279.8] (``Form ADV-E'') through IARD. See 17 CFR 
275.206(4)-2(a)(4) and 17 CFR 279.8. See proposed amendments to 
Advisers Act rule 203-1. As part of the proposed amendments, the 
signatures required for Form ADV-NR would also be in electronic, 
rather than ``wet'', format as currently required. We are also 
proposing conforming technical amendments to the General 
Instructions of Form ADV and to Form ADV-NR that describe the 
electronic filing requirements included in the proposed amended 
rules. See proposed amendments to 17 CFR 279.4; proposed amendments 
to General Instructions to Form ADV.
    \49\ See Advisers Act rule 203-3. See also proposed amended rule 
203-1(d)(3).
    \50\ See proposed amended rule 203-1(d)(1).
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    Additionally, we are proposing to require non-resident general 
partners and non-resident managing agents to amend their Form ADV-NR 
within 30 days whenever any information contained in the form becomes 
inaccurate by filing with the Commission a new Form ADV-NR.\51\ The 
current form does not specify when a new Form ADV-NR must be filed with 
the Commission when the information on a filed Form ADV-NR becomes 
inaccurate.\52\ We believe allowing non-resident general partners and 
non-resident managing agents 30 days to file a new form provides 
sufficient time for the filings to be made--without imposing an undue 
burden on filers--and would help ensure that the Commission has 
accurate mailing information with which to contact filers.
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    \51\ See proposed amended rule 203-1(d)(2).
    \52\ See Form ADV-NR.
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    Proposed amended rule 203-1 also would state that Form ADV-NR is 
considered filed with the Commission upon acceptance by the IARD and 
that no fee shall be assessed for filing Form ADV-NR through IARD.\53\ 
Proposed rule 203-1 would specify that each Form ADV-NR (and any 
amendment to Form ADV-NR) required to be filed under the rule is a 
``report'' within the meaning of section 204 and 207 of the Advisers 
Act.\54\ These amendments are similar to those provided for in Advisers 
Act rule 203-2 for Form ADV-W and are intended to provide specificity 
to filers regarding their filing obligations.\55\
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    \53\ See proposed amended rule 203-1(d)(4) and (5).
    \54\ See proposed amended rule 203-1(d)(6). The fee associated 
with submitting Form ADV through IARD contemplates the cost of 
filing Form ADV-NR. Advisers Act section 207 provides that it shall 
be unlawful for any person willfully to make any untrue statement of 
a material fact in any registration application or report filed with 
the Commission under section 203 or 204, or willfully to omit to 
state in any such application or report any material fact which is 
required to be stated therein.
    \55\ See Advisers Act rule 203-2 [17 CFR 275.203-2]. We are also 
proposing conforming technical amendments to the General 
Instructions of Form ADV and Form ADV-NR to reflect the proposed 
requirement to file the form electronically through IARD.
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b. Request for Comment
    We request comment on the proposed amendments to require electronic 
submission of Form ADV-NR through IARD and the related amendments to 
proposed rule 203-1.
    9. Should we amend rule 203-1, as proposed, to require the 
electronic submission of Form ADV-NR? Why or why not? Would requiring 
the electronic submission of Form ADV-NR likely reduce the burden of 
filing the form for filers?
    10. Should we require the investment adviser's non-resident general 
partner and non-resident managing agent to file Form ADV-NR 
electronically, as proposed, or should we allow or require advisers to 
file Form ADV-NR on behalf of their non-resident general partner and 
non-resident managing agent? Why or why not? If advisers would file 
Form ADV-NR on behalf of their non-resident general partners and non-
resident managing agents, how would the non-resident general partners 
and non-resident managing agents sign Form ADV-NR?
    11. Should rule 203-1 require submission of Form ADV-NR through 
IARD, or an alternative system, such as EDGAR, a file transfer system, 
or another system? What factors should we consider when selecting a 
system for filing ADV-NR?
    12. Should rule 203-1 require filers of Form ADV-NR to update the 
form within 30 days of whenever any information contained in the form 
becomes inaccurate by filing with the Commission a new Form ADV-NR? 
Should the rule specify some other amount of time? If so, please state 
what length of time should be allowed and why you believe that length 
of time to be appropriate and necessary.

B. Rule 13f-1 and Form 13F

    Section 13(f) of the Exchange Act, in pertinent part, requires a 
manager to file a report with the Commission if the manager exercises 
investment discretion with respect to accounts holding certain equity 
securities (``13(f) Securities'') having an aggregate fair market value 
on the last trading day of any month of any calendar year of at least 
$100 million.\56\ The Commission has rulemaking authority under section 
13(f) to determine, among other things, the format and frequency of the 
reporting requirements and the information to be disclosed in each 
report.\57\
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    \56\ Section 13(f)(1) of the Exchange Act [15 U.S.C. 78m(f)(1)].
    \57\ The Commission is required under section 13(f) to adopt 
rules which would create a reporting and disclosure system to 
collect specific information concerning certain equity securities 
held in accounts over which certain managers exercise investment 
discretion. See Section 13(f)(4) of the Exchange Act [15 U.S.C. 
78m(f)(4)]; see also Filing and Reporting Requirements Relating to 
Institutional Investment Managers, Exchange Act Release No. 15461 
(Jan. 5, 1979), at 1 (``13F Quarterly Reporting Release'').
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    Section 13(f) was designed to increase the public availability of 
information regarding the securities holdings of managers, to 
consolidate the information with the Commission as a central repository 
of the data, and to facilitate consideration of the influence and 
impact of managers on the maintenance of fair and orderly securities 
markets and the public policy implications of that influence and 
impact.\58\ To implement the institutional investment disclosure 
program mandated by Congress in section 13(f), the Commission adopted 
rule 13f-1 and related Form 13F under the Exchange Act.\59\ Rule 13f-1 
requires managers that exercise discretion over accounts holding 13(f) 
Securities having an aggregate fair market value of at least $100 
million on the last trading day of any month of any calendar year to 
file quarterly reports of 13(f) Securities holdings with the Commission 
on Form 13F within 45 days after the last day of such calendar year and 
within 45 days after the last day of each of the first three calendar 
quarters of the subsequent calendar year.\60\ In 1999, the Commission 
required electronic filing through EDGAR of public Form 13F 
reports.\61\ In 2013, the Commission modernized the filing format of 
Form 13F by replacing the plain-text ASCII format with a structured XML 
format and accompanying online form.\62\ In 2020, the Commission 
proposed, but did not adopt, certain amendments to Form 13F that would 
have increased the reporting threshold of Form 13F, required managers 
to provide additional identifying information, and made certain 
technical amendments to Form

[[Page 64846]]

13F.\63\ Finally, in 2020, as part of a series of initiatives designed 
to modernize the agency's filing requirements, the Commission adopted 
amendments to Regulation S-T that permit the use of electronic 
signatures when executing authentication documents in connection with 
certain documents filed with Commission, including Form 13F 
filings.\64\
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    \58\ See Filing and Reporting Requirements Relating to 
Institutional Investment Managers, Exchange Act Release No. 14852 
(July 31, 1978) (citing to the Securities Acts Amendments of 1975: 
Report of the Committee on Banking, Housing and Urban Affairs United 
States Senate to Accompany S. 249, 94th Cong., 1st Sess. (S. Report 
No. 94-75) (1975), at 85 (``1975 Amendments Senate Report'')).
    \59\ Id.
    \60\ See section 13(f) of the Exchange Act [15 U.S.C. 78m(f)] 
and rule 13f-1 thereunder [17 CFR 240.13f-1]; see also 13F Quarterly 
Reporting Release, supra footnote 57. The Form 13F reports must be 
filed within 45 days after the last day of such calendar year and 
within 45 days after the last day of each of the first three 
calendar quarters of the subsequent calendar year. If two or more 
managers exercise investment discretion with respect to the same 
securities, only one of the managers is required to include 
information regarding such securities in its reports on Form 13F-HR. 
The other manager(s) are required to file a Form 13F notice report 
on Form 13F-NT stating the name of the other manager(s) reporting on 
their behalf.
    \61\ See Rulemaking for EDGAR System, Exchange Act Release No. 
40934 (Jan. 12, 1999).
    \62\ Adoption of Updated EDGAR Filer Manual, Investment Company 
Act Release No. 30515 (May 14, 2013) [78 FR 29616 (May 21, 2013)] 
(``EDGAR Filer Manual Release'').
    \63\ See 2020 Form 13F Proposal, supra footnote 4.
    \64\ See Electronic Signatures in Regulation S-T rule 302, 
Exchange Act Release No. 10889 (Nov. 17, 2020) [85 FR 78224 (Dec. 4, 
2020)].
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    Section 13(f) mandates that the Commission disseminate the 
information appearing in the quarterly reports to the public.\65\ 
Congress recognized that, in some instances, public disclosure of 
certain types of information could have harmful market effects.\66\ 
Thus, Section 13(f) of the Exchange Act authorizes the Commission, as 
it determines to be necessary or appropriate in the public interest or 
for the protection of investors or to maintain fair and orderly 
markets, to delay or prevent public disclosure of certain Form 13F 
information in accordance with the FOIA, which is referred to in this 
release as ``commercial'' information. Section 13(f) also explicitly 
prohibits the Commission from disclosing to the public any reported 
personal information that identifies the securities held by the account 
of a natural person or an estate or trust, other than a business trust 
or an investment company, which is referred to in this release as 
``personal'' information.\67\
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    \65\ See Section 13(f)(4) of the Exchange Act [15 U.S.C. 
78m(f)(4)]. Reports made on Form 13F are publicly available in XML 
format.
    \66\ 1975 Amendments Senate Report, supra footnote 57.
    \67\ See Sections 13(f)(4) and (5) of the Exchange Act [15 
U.S.C. 78m(f)(4)] [15 U.S.C. 78m(f)(5)]; see also rule 24b-2(b)(2) 
under the Exchange Act [17 CFR 240.24b-2]; see generally Freedom of 
Information Act [5 U.S.C. 552]. The Commission amended the 
instructions to Form 13F pertaining to confidential treatment 
requests to state the procedural and substantive criteria that such 
requests must satisfy before they may be granted. See Requests for 
Confidential Treatment of Information Filed by Institutional 
Investment Managers, Exchange Act Release No. 15979 (July 6, 1979) 
(``1979 Confidential Treatment Amendments'').
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    Confidential treatment for personal information, as specified in 
section 13(f)(4), is required for an indefinite time period if public 
disclosure would identify the securities held by the account of a 
natural person, an estate, or a trust (other than a business trust or 
an investment company).\68\ The Commission, however, does have 
discretion to determine whether to grant confidential treatment 
requests for commercial information in accordance with section 13(f), 
rule 24b-2, and the FOIA.\69\ The Commission provided delegated 
authority to the Division of Investment Management to grant, deny, or 
revoke a grant of confidential treatment for any application for 
confidential treatment that is filed under Exchange Act section 24(b) 
and rule 24b-2 thereunder for confidential treatment of information 
filed pursuant to Exchange Act section 13(f) and rule 13f-1.\70\
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    \68\ Section 13(f)(4) of the Exchange Act [15 U.S.C. 78m(f)(4)]; 
see also Requests for Confidential Treatment Filed by Institutional 
Investment Managers, Exchange Act Release No. 21539 (Dec. 4, 1984).
    \69\ See 1975 Amendments Senate Report, supra footnote 57. The 
Commission used this discretion to simplify the requirements for 
requesting confidential treatment of open risk arbitrage positions 
based upon a claim that the information is confidential, commercial, 
or financial. See Requests for Confidential Treatment Filed by 
Institutional Investment Managers, Exchange Act Release No. 22038 
(May 14, 1985) (adopting requirement for good faith representations 
in Confidential Treatment Instruction 2.f., and limiting the 
confidential treatment request to a period of one year or less). The 
Commission also uses this discretion in evaluating confidential 
treatment requests for commercial information. See Form 13F 
Instructions for Confidential Treatment Requests; Rulemaking for 
EDGAR System, Investment Company Act Release No. 23640 (Jan. 12, 
1999) (``Form 13F Instructions for Confidential Treatment 
Requests''); see also rule 24b-2(b)(2)(ii) under the Exchange Act 
[17 CFR 240.24b-2]; see also 1979 Confidential Treatment Amendments, 
supra footnote 66.
    \70\ See rule 30-5(c-1)(1) and (2) of the Commission's 
organizational rules [17 CFR 200.30-5].
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    Currently, a manager seeking confidential treatment must file 
multiple lists of securities. First, it must electronically file via 
EDGAR a public Form 13F that identifies the securities that are 
required to be publicly disclosed under section 13(f) and rule 13f-1, 
excluding, if applicable, any security(ies) for which it is requesting 
confidential treatment. Second, it must file a paper 13(f) Confidential 
Treatment Request that includes both: (i) A separate, non-public Form 
13F for the same calendar quarter that lists any 13(f) Security(ies) 
for which the manager is requesting confidential treatment; and (ii) a 
supporting request letter to substantiate the substantive basis for 
confidential treatment. Third, following the submission of a commercial 
confidential treatment request, a manager must file an amendment(s) 
upon the expiration or denial of confidential treatment to disclose 
publicly any security(ies) for which confidential treatment was 
requested.\71\ Furthermore, the 13(f) Confidential Treatment Requests, 
which are filed in paper, must be filed in quintuplicate with the 
Commission's Office of the Secretary.\72\
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    \71\ See Form 13F Instructions for Confidential Treatment 
Requests, supra footnote 68, at instruction 2.g. A manager may need 
to file multiple amendments in connection with a 13(f) Confidential 
Treatment Request, such as when the expiration or denial of 
confidential treatment occurs at different quarterly intervals for 
different holdings. For example, the period of confidential 
treatment for open risk arbitrage holdings typically varies between 
three, six, nine, or twelve months, based on different completion or 
termination dates for a proposed merger or acquisition.
    \72\ See rule 24b-2 under the Exchange Act [17 CFR 240.24b-2]; 
see also Form 13F Instructions for Confidential Treatment Requests, 
supra footnote 68.
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    The Form requires 13(f) Confidential Treatment Requests to include 
the Form 13F reporting information for which the manager requests 
confidential treatment, as well as factual support to enable the 
Commission to make an informed judgment as to the merits of the 
request.\73\ The manager also must submit a public filing of Form 13F 
that lists the manager's quarter-end holdings, and, when confidential 
treatment is requested, indicates that the confidential portion of the 
Form 13F has been omitted and filed separately with the Commission.\74\ 
These types of paper confidential treatment request submissions are 
subject to a time-consuming, manual receipt and distribution process 
within the Commission and could lead to undue procedural delay that can 
increase the time that the information receives de facto confidential 
treatment between the time a 13(f) Confidential Treatment Request is 
received and when the subject holdings are made public in an amendment 
to the requestor's public Form 13F report following either (i) a denial 
of a 13(f) Confidential Treatment Request, or (ii) the expiration of 
confidential treatment.\75\ These challenges were highlighted during 
the COVID-19 pandemic that resulted in delays in receiving paper 
filings and, ultimately, in granting or denying 13(f) Confidential 
Treatment Requests filed with the Commission in paper.\76\
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    \73\ See Form 13F Instructions for Confidential Treatment 
Requests supra footnote 68; see also rule 101(c)(1)(i) of Regulation 
S-T; see also 1979 Confidential Treatment Amendments, supra footnote 
66 (stating that requests for confidential treatment should not be 
broad in scope or conclusory in nature and stating that confidential 
treatment requests can be granted only to managers who make an 
affirmative showing that they satisfy the standards of section 
13(f)(3)).
    \74\ See rule 24b-2(b) under the Exchange Act [17 CFR 240.24b-
2].
    \75\ See Office of Inspector General's Review of the SEC's 13(f) 
Reporting Requirements (Sept. 27, 2010), available at https://www.sec.gov/about/offices/oig/reports/audits/2010/480.pdf; see also 
rule 24b-2(c) under the Exchange Act (providing confidentiality 
pending a determination about the merits of a 13(f) Confidential 
Treatment Request), infra footnote 82.
    \76\ Staff sought to mitigate these delays by, among other 
things, responding to questions regarding the electronic submission 
of such requests through a secure file transfer service. See 
Division of Investment Management Coronavirus (COVID-19) Response 
FAQs, available at https://www.sec.gov/investment/covid-19-response-faq (stating that filers should contact the staff for questions 
regarding whether 13(f) Confidential Treatment Requests could be 
submitted electronically). The FAQs represent the views of the staff 
of the Division of Investment Management. They are not a rule, 
regulation, or statement of the Commission. The Commission has 
neither approved nor disapproved their content. The FAQs, like all 
staff statements, have no legal force or effect: They do not alter 
or amend applicable law, and they create no new or additional 
obligations for any person.

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[[Page 64847]]

1. Electronic Filings of 13(f) Confidential Treatment Requests
a. General
    As part of our continuing efforts to modernize filings made with 
the Commission and enhance the efficiency of the Commission's process 
in reviewing 13(f) Confidential Treatment Requests, we are proposing 
amendments to Form 13F and related rules under the Exchange Act and 
Regulation S-T that would require managers to file requests for 
confidential treatment electronically via EDGAR.\77\ Thus, under the 
proposed amendments, the 13(f) Confidential Treatment Requests that 
filers currently submit to the Commission in paper, typically through 
the mail or by express delivery, would be required to be submitted 
electronically via EDGAR.\78\
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    \77\ See proposed amendments to rule 24b-2(i) under the Exchange 
Act; see also proposed amendments to Form 13F Instructions for 
Confidential Treatment Requests; see also proposed rule 
101(a)(1)(xxii) and proposed amendments to rule 101(d) of Regulation 
S-T; see also infra footnote 95 and accompanying text.
    \78\ Id.; see also supra footnotes 25-28 and accompanying text 
(discussing proposed amendments to the electronic filing requirement 
of rule 101 of Regulation S-T and rule 0-4 under the Advisers Act).
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    The Commission has permitted or required the electronic submission 
of other confidential treatment requests.\79\ In modernizing the manner 
in which a confidential treatment request may be submitted, the 
Commission has previously stated that such rules will reduce the burden 
on filing entities by avoiding the filing of a separate paper 
submission, and where such a request is made electronically, will 
expedite Commission review of the requests for confidential 
treatment.\80\ We believe that this proposal would provide significant 
benefits to managers that request confidential treatment and would both 
further the goals of section 13(f) (as noted above) and assist the 
Commission's review of such requests. First, electronic filings would 
relieve the burdens on managers of sending paper 13(f) Confidential 
Treatment Requests to the Commission.\81\ In addition, filings made 
through EDGAR are easier for the Commission to receive and maintain in 
accordance with the Commission's record retention requirements, 
particularly during disruptive events like COVID-19.\82\ Furthermore, 
the Commission would be able to review all of a manager's holdings more 
efficiently because 13(f) Confidential Treatment Requests would be 
viewable on the same system as a manager's public Form 13F filing.
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    \79\ See rule 24b-2(g) (Reg. SCI requires certain entities 
(including clearing agencies and alternative trading systems, among 
others), known as SCI Entities, to report certain business events 
(such as systems and compliance disruptions and system intrusions) 
to the Commission electronically on Form SCI. Filers may file 
confidential treatment requests electronically for all of the 
information reported on Form SCI); see also rule 24b-2(h); see also 
Security-Based Swap Data Repository Registration, Duties, and Core 
Principles, Exchange Act Release No. 74246 (Feb. 11, 2015) (requires 
security-based swap data repositories (``SDRs'') to register and 
make certain electronic filings with the Commission via EDGAR. The 
rules require SDRs, when seeking confidential treatment, to do so 
electronically via EDGAR).
    \80\ See Regulation Systems Compliance and Integrity (``Reg. 
SCI''), Exchange Act Release No. 73639 (Nov. 19, 2014) [79 CFR 72251 
(Dec. 5, 2014)], at 408 (``Reg. SCI Adopting Release'').
    \81\ We noted similar benefits to permitting electronic 
submission of confidential treatment requests in other contexts. See 
Reg. SCI Adopting Release, supra footnote 79, at 408-409.
    \82\ The Commission recognizes the importance of sound data 
security practices and protocols for confidential information filed 
electronically, including information that may be competitively 
sensitive. The Commission has substantial experience handling other 
non-public information in the course of its regular business, such 
as, for example, with the storage and use of non-public information 
reported electronically on Form PF, Form N-PORT, and Form N-LIQUID. 
As with all other confidential information, the staff would 
carefully evaluate the data security protocols that would apply to 
applications for confidential treatment. Drawing on its experience, 
the staff would work to design controls and systems for the use and 
handling of such applications and associated confidential data in a 
manner that reflects the sensitivity of the data and is consistent 
with the maintenance of its confidentiality. See Investment Company 
Reporting Modernization Adopting Release, Securities Act Release No. 
10231 (Oct. 16, 2016), at n.470 and accompanying text.
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    Electronic filing of 13(f) Confidential Treatment Requests also 
would assist the staff in evaluating such requests by facilitating more 
prompt delivery of the requests to the reviewing staff. We believe this 
increased efficiency could reduce the period of de facto confidential 
treatment that accrues pending review \83\ and thus ultimately allow 
for the quicker public dissemination of Form 13F holdings information 
consistent with the purpose of section 13(f), thereby enhancing the 
availability of public information about managers' holdings of 13(f) 
Securities.\84\
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    \83\ Rule 24b-2(c) under the Exchange Act preserves the 
confidentiality of Form 13F holdings that are the subject of a 
confidential treatment request pending a determination on the merits 
of such request. [17 CFR. 240.24b-2].
    \84\ See, e.g., 1975 Amendments Senate Report, supra footnote 
57, at 82 (``Thus, with the dissemination of data about 
institutional investment managers, an institutional disclosure 
program should stimulate a higher degree of confidence among all 
investors in the integrity of our securities markets.'').
---------------------------------------------------------------------------

    We considered whether we should require 13(f) Confidential 
Treatment Requests to be filed via a secure file transfer system other 
than EDGAR.\85\ However, in light of the fact that all managers are 
already familiar with the process of making filings on EDGAR, we 
believe it would be less burdensome for managers to make 13(f) 
Confidential Treatment Request filings on EDGAR as well. We also 
believe such an option would be less efficient for the Commission 
because the non-public holdings data related to the 13(f) Confidential 
Treatment Request would not be viewable in the same system as the 
manager's other holdings.
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    \85\ Commission staff utilized such systems for a variety of 
submissions during the events of COVID-19, including 13(f) 
Confidential Treatment Requests. See, e.g., SEC Coronavirus (COVID-
19) Response, Guidance and Targeted Regulatory Assistance and 
Relief, available at https://www.sec.gov/sec-coronavirus-covid-19-response. The Commission received a limited number of 13(f) 
Confidential Treatment Requests via such systems.
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b. Amendments to Form 13F
    As discussed above, we are proposing to modify Form 13F to require 
electronic filing of 13(f) Confidential Treatment Requests.\86\ The 
proposed changes to Form 13F are described in more detail below.\87\
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    \86\ See infra section II.B.2 (discussing other proposed 
amendments to Form 13F).
    \87\ In addition to the changes described above, Form 13F's 
Paperwork Reduction Act Information section would also be modified 
to remove duplicative information on the form relating to the form's 
burdens and to update certain citations to section 13(f) of the 
Exchange Act. See proposed amendments to Paperwork Reduction Act 
Information section of Form 13F.
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     Instructions for Confidential Treatment Requests. We 
propose to modify the instructions to require that a 13(f) Confidential 
Treatment Request be filed electronically.\88\ Such requests would be 
made electronically via EDGAR as a separate, non-public filing. 
Requests also would include a confidential Form 13F report that is 
limited to the 13(f) Securities holdings for which the manager is 
requesting confidential treatment. The proposed changes to the 
Instructions for

[[Page 64848]]

Confidential Treatment Requests would also provide updated references 
to new subparagraph (i) of rule 24b-2.\89\ In order to make the 
instructions more consistent with current rule 24b-2(b)(2), Instruction 
2.e. would be amended to require the manager to ``provide justification 
for'' the period of time for which confidential treatment of the 
securities holdings is requested. In order to make the instructions 
more consistent with current rule 24b-2(e), Instruction 4 would be 
amended to state that a manager must also submit electronically its 
updated Form 13F at the expiration of the time period for which a 
manager requested confidential treatment or earlier, e.g., upon the 
denial of the 13(f) Confidential Treatment Request.\90\
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    \88\ See supra footnote 76. The attached request must also 
include the period of time for which confidential treatment is 
requested, and a justification of such requested period of 
confidential treatment, as required by rule 24b-2(b)(2) under the 
Exchange Act [17 CFR 240.24b-2(b)(2)]. See proposed Instruction 2(e) 
for Confidential Treatment Requests of Form 13F.
    \89\ See proposed amendments to Form 13F; see also infra section 
II.B.1.c.
    \90\ Conforming amendments would be made to Instruction 2.e. to 
implement the proposed changes to Instruction 4.
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     Summary Page. The summary page as proposed to be amended 
would include all the same information currently required but would add 
a requirement for a manager seeking confidential treatment to indicate 
if confidential treatment is being requested for some or all of the 
manager's holdings for the quarter-end period.\91\
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    \91\ See proposed Summary Page of Form 13F; see also proposed 
Special Instruction 6(d) of Form 13F (requiring managers to indicate 
on the Form 13F summary page whether confidential treatment is being 
sought for some or all of the manager's holdings for the quarter-end 
period and to file the 13(f) Confidential Treatment Request in a 
separate submission).
---------------------------------------------------------------------------

     Proposed Special Instructions. Proposed Special 
Instruction 6(d) would require managers to identify on the Summary Page 
if confidential treatment is being requested for some or all of the 
manager's holdings for the quarter-end period. This instruction would 
assist the Commission and the public in identifying whether a manager 
has omitted some or all of its holdings.
    Proposed changes to current Special Instruction 13 would remove the 
EDGAR filing type designation, as such information is now found in the 
Commission's EDGAR Filer Manual.\92\ We are also proposing to revise 
current Special Instruction 13 to state that filers can consult the 
Commission's EDGAR Filer Manual for filing instructions.\93\
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    \92\ See proposed Special Instruction 12 of Form 13F. Under the 
proposal, current Special Instruction 13 of Form 13F would be 
renumbered to Special Instruction 12.
    \93\ Id.
---------------------------------------------------------------------------

c. Amendments to Rule 24b-2
    We are proposing to amend rule 24b-2 to include an additional 
subparagraph governing the filing of confidential information required 
by section 13(f) of the Exchange Act.\94\ New subparagraph (i) would 
require that managers request confidential treatment electronically for 
any material required to be reported on Form 13F and continue to omit 
the confidential portion from the materials required to be reported.
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    \94\ See proposed rule 24b-2(i) under the Exchange Act.
---------------------------------------------------------------------------

d. Amendments to Regulation S-T
    Regulation S-T would be amended in connection with the mandatory 
electronic submission of 13(f) Confidential Treatment Requests. Rule 
101(a) would be amended to add 13(f) Confidential Treatment Requests to 
the list of mandated electronic filings.\95\ Additionally, 13(f) 
Confidential Treatment Requests would be added to the list of requests 
for confidential treatment required to be submitted in electronic 
format in rule 101(d).\96\
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    \95\ See proposed rule 101(a)(1)(xxii) of Regulation S-T.
    \96\ See proposed amendments to rule 101(d) of Regulation S-T. 
We would also make non-substantive conforming edits to rules 
101(a)(1)(xxi) and conforming edits to rule 101(a)(3) of Regulation 
S-T.
---------------------------------------------------------------------------

    We seek comment on the proposal to require managers to file 
requests for confidential treatment of information pursuant to section 
13(f) of the Exchange Act and rule 13f-1 thereunder electronically via 
EDGAR.
    13. Do commenters agree that requiring electronic filing of 13(f) 
Confidential Treatment Requests would improve the 13(f) Confidential 
Treatment Request process by making it more efficient and secure? What 
would be the burdens, if any, associated with requiring such requests 
to be filed electronically?
    14. Should we allow, but not require, filers to submit 13(f) 
Confidential Treatment Requests electronically? Why or why not?
    15. Similar to many other provisions of Regulation S-T, proposed 
rule 101(a)(1)(xxii) of Regulation S-T does not specify a particular 
filing format for 13(f) Confidential Treatment Requests. We anticipate 
the filing format would be HTML or ASCII, like many other EDGAR 
filings. What format or formats should we require for filing 13(f) 
Confidential Treatment Requests? Should the Commission require a 
single, specified format or permit filers to select a format among two 
or more possible formats? What time or expense is associated with 
particular formats? What time or expense would be required of the 
public to view documents in a particular format? Would a particular 
format require any filers or users to license commercial software they 
otherwise would not, and, if so, at what expense?
    16. We are proposing to require electronic 13(f) Confidential 
Treatment Requests be filed on EDGAR. As an alternative, as discussed 
above, should we require 13(f) Electronic Treatment Requests to be 
submitted via an electronic file transfer system? Would an electronic 
file transfer system be a more appropriate vehicle, and why? Are there 
any particular costs or burdens with filing such requests on EDGAR as 
opposed to other systems? If so, what are those costs or burdens and 
what are potential remedies for them?
    17. We are proposing to require the entirety of a 13(f) 
Confidential Treatment Request, both the list of confidential holdings 
and the justification, to be filed electronically. As an alternative, 
should we require managers to complete a separate electronic report on 
Form 13F that would include the manager's confidential holdings in an 
XML format and attach the justification portion of the 13(f) 
Confidential Treatment Request to the Form as a separate file? Why or 
why not? Would filing a separate confidential electronic report on Form 
13F present other burdens? Would the benefits of a separate electronic 
report on Form 13F be justified notwithstanding the risk of 
confidential information inadvertently being made public?
    18. Currently, rule 24b-2(d)(2) requires the Commission to 
communicate its decision to deny, or revoke a previously granted, 13(f) 
Confidential Treatment Request to the requesting manager in paper via 
registered or certified mail. Should we allow the Commission to 
communicate its decision to deny or revoke 13(f) Confidential Treatment 
Requests electronically? Why or why not? If so, should such 
notification be made via EDGAR? Why or why not?
    19. Are there any burdens or efficiencies associated with changing 
the filing format of 13(f) Confidential Treatment Requests from paper 
to electronic that we have not discussed? If so, what are these burdens 
or efficiencies?
2. Other Amendments to Form 13F
a. Additional Identifying Information
    We are re-proposing amendments to Form 13F that would require 
filers to provide additional identifying information.\97\ These 
amendments

[[Page 64849]]

would require each Form 13F filer to provide its CRD number and SEC 
file number, if any.\98\ If a manager is filing a Form 13F notice 
report on Form 13F-NT, the manager must include the CRD number and SEC 
file number, if any, of any other manager included in the ``List of 
Other Managers Reporting for this Manager'' table on the cover 
page.\99\
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    \97\ The amendments related to additional identifying 
information that we are proposing in this document are the same as 
those that were included in the 2020 Form 13F Proposal. See 2020 
Form 13F Proposal, supra footnote 4.
    \98\ See proposed amendments to proposed Special Instruction 4 
of Form 13F. Under the proposal, current Special Instruction 5 would 
be renumbered to Special Instruction 4 of Form 13F.
    \99\ See supra footnote 59 (noting that a manager can make a 
Form 13F-NT filing if all the securities for which the manager has 
investment discretion are reported by another manager). Similarly, 
if a manager's Form 13F-HR reports the holdings of managers other 
than the reporting manager, the reporting manager would be required 
to include the CRD number and SEC file number of those other 
managers in the ``List of Other Included Managers'' on the cover 
page. See proposed Special Instruction 7 of Form 13F. Under the 
proposal, current Special Instruction 8 would be renumbered to 
Special Instruction 7 of Form 13F.
---------------------------------------------------------------------------

    A majority of commenters to the 2020 Form 13F Proposal supported 
requiring this information.\100\ These commenters agreed that this 
information would allow the Commission and other consumers of Form 13F 
data to identify a Form 13F filer's other regulatory filings and the 
interrelationships between managers who share investment discretion 
over 13(f) Securities more easily.\101\ One commenter also stated that 
the requirement to include additional information would not be unduly 
burdensome for managers.\102\ Another commenter, however, opposed this 
requirement stating that it did not see a need for managers to provide 
additional identifying information.\103\ We are re-proposing these 
amendments because we continue to believe that it would be useful to 
the Commission and the public to be able to efficiently identify 
interrelationships between managers as well as a manager's other 
regulatory filings. As we stated in the 2020 Form 13F Proposal, we also 
believe that this information could identify for the public additional 
sources of market information.\104\
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    \100\ See Comment Letter of Bloomberg L.P. on File No. S7-08-20 
(Sept. 28, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7843279-223798.pdf (``Bloomberg 2020 Form 13F Proposal 
Comment Letter''); Comment Letter of the Alternative Investment 
Management Association on File No. S7-08-20 (Sept. 29, 2020), 
available at https://www.sec.gov/comments/s7-08-20/s70820-7860160-223935.pdf (``AIMA 2020 Form 13F Proposal Comment Letter''); Comment 
Letter of Dow Inc. on File No. S7-08-20 (Sept. 11, 2020), available 
at https://www.sec.gov/comments/s7-08-20/s70820-7760706-223269.pdf; 
Comment Letter of BrilLiquid LLC on File No. S7-08-20 (Sept. 25, 
2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7843321-223785.pdf (``BrilLiquid 2020 Form 13F Proposal Comment 
Letter''); Comment Letter of Lumen on File No. S7-08-20 (Sept. 29, 
2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7860205-223943.pdf; Comment Letter of Wachtell, Lipton, Rosen & Katz 
on File No. S7-08-20 (Sept. 29, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7860154-223924.pdf (``Wachtell 
Lipton 2020 Form 13F Proposal Comment Letter''); Comment Letter of 
Epsilon Asset Management on File No. S7-08-20 (July 21, 2020), 
available at https://www.sec.gov/comments/s7-08-20/s70820-7455216-221027.htm; Comment Letter of WhaleWisdom on File No. S7-08-20 
(Sept. 29, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7860238-223968.pdf (``WhaleWisdom 2020 Form 13F Proposal 
Comment Letter''). See also 2020 Form 13F Proposal, supra footnote 
4, at text accompanying n.70.
    \101\ Id.
    \102\ WhaleWisdom 2020 Form 13F Proposal Comment Letter, supra 
footnote 99.
    \103\ Comment Letter of the Investment Adviser Association on 
File No. S7-08-20 (Sept. 29, 2020), at n.11, available at https://www.sec.gov/comments/s7-08-20/s70820-7859973-223872.pdf (``IAA 2020 
Form 13F Proposal Comment Letter'').
    \104\ See section 13(f)(4) of the Exchange Act [15 U.S.C. 
78m(f)(4)] (requiring the Commission to tabulate information 
contained in Form 13F reports in a manner that would ``maximize the 
usefulness of the information to other Federal and State authorities 
and the public''). The ability to identify interrelationships among 
managers easily could also allow third party vendors that compile 
Form 13F data to provide more complete information. See Edward 
Pekarek, Hogging the Hedge? ``Bulldog's'' 13F Theory May Not be So 
Lucky, 12 FORDHAM J. CORP. & FIN. LAW 1079 (2007), at n.91 (noting 
that most academic studies rely on 13F filings compiled quarterly by 
third party vendors).
---------------------------------------------------------------------------

    We seek additional comments on the following issues:
    20. Should we require managers to provide their CRD number and SEC 
file number, if any, on Form 13F?
    21. Should we require managers to provide the CRD number and SEC 
file number, if any, of other managers identified in their 13F report?
    22. Would this additional identifying information on Form 13F be 
useful? If so, how? If not, why not?
    23. Would disclosing this information be unduly burdensome for 13F 
filers?
    24. Is there any information currently required that is not useful 
or does not have a beneficial effect for investors, reporting managers, 
or other users of the data? If so, are there ways we can enhance the 
reported information? For example, in addition to, or in lieu of, the 
CUSIP number for each security, should we permit managers to provide 
other identifiers such as a Financial Instrument Global Identifier 
(FIGI) for each security? \105\ Why or why not? Would permitting 
voluntary use of an alternate identifier have a beneficial effect for 
investors, reporting managers, or other users of the data? What would 
be the costs associated with obtaining CUSIPs for investments? What 
would be the costs associated with obtaining a FIGI or other identifier 
for investments? One commenter on the 2020 Form 13F Proposal stated a 
belief that requiring a security identifier could increase errors in 
filings.\106\ Do commenters agree? If so, are there measures we could 
take to mitigate such effects?
---------------------------------------------------------------------------

    \105\ The 2020 Form 13F Proposal asked if the Commission should 
consider omitting Form 13F's requirement to provide a CUSIP number 
for each security and instead adopt other security identifiers such 
as the FIGI. Commenter responses to these suggested changes were 
mixed. See, e.g. WhaleWisdom 2020 Form 13F Proposal Comment Letter, 
supra footnote 99; Bloomberg 2020 Form 13F Proposal Comment Letter, 
supra footnote 99 (supporting the adoption of the FIGI in lieu of a 
CUSIP number); but see IAA 2020 Form 13F Proposal Comment Letter, 
supra footnote 102, and BrilLiquid 2020 Form 13F Proposal Comment 
Letter supra footnote 99 (opposing the replacement of the CUSIP 
number with a different identifier).
    \106\ IAA 2020 Form 13F Proposal Comment Letter, supra footnote 
102.
---------------------------------------------------------------------------

b. Instructions for Confidential Treatment Requests
    We are proposing an amendment to the instructions on Form 13F for 
13(f) Confidential Treatment Requests to require managers seeking 
confidential treatment for information contained in Form 13F to 
demonstrate that the information is customarily and actually kept 
private by the manager and that failure to grant the request for 
confidential treatment would be likely to cause harm to the 
manager.\107\ We are proposing this amendment to conform our 
instructions to a June 2019 U.S. Supreme Court decision that overturned 
the standard for determining whether information is ``confidential'' 
under Exemption 4 of the FOIA on which the current instruction is 
based.\108\
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    \107\ See proposed amendments to Instruction 2.d for 
Confidential Treatment Requests of Form 13F. As is currently 
required under this instruction, the proposed amendments would 
continue to require managers to show what use competitors could make 
of the information and how harm to the Manager could ensue.
    \108\ 5 U.S.C. 552(b)(4). See Food Marketing Institute v. Argus 
Leader Media, 139 S.Ct. 2356 (2019) (``Food Marketing v. Argus 
Leader'') (stating that ``[a]t least where commercial or financial 
information is both customarily and actually treated as private by 
its owner and provided to the government under an assurance of 
privacy, the information is `confidential' within the meaning of 
Exemption 4'').
---------------------------------------------------------------------------

    We proposed a similar amendment in the 2020 Form 13F Proposal.\109\ 
One commenter to the 2020 Form 13F Proposal opposed this amendment, 
stating its belief that the current standard is appropriate and not 
inconsistent with the Supreme Court decision.\110\ We disagree with the

[[Page 64850]]

commenter. While we recognize that the facts of the case in the Supreme 
Court decision did not involve 13(f) Confidential Treatment Requests, 
section 13(f) requires the Commission to conduct a FOIA analysis as 
part of its determination of whether to grant such requests as 
discussed above.\111\ Because FOIA Exemption 4 typically is relied on 
in connection with a request for confidential treatment of commercial 
information under section 13(f) and the Supreme Court overturned the 
standard on which the current instruction is based, we believe it is 
necessary to ensure that the instructions for 13(f) Confidential 
Treatment Requests are consistent with the Supreme Court's 
decision.\112\ We seek additional comment on the following issues:
---------------------------------------------------------------------------

    \109\ See 2020 Form 13F Proposal, supra footnote 4, at nn.81-83 
and accompanying text.
    \110\ Comment Letter of the Managed Funds Association on File 
No. S7-08-20 (Sept. 29, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7860189-223951.pdf (``MFA 2020 Form 13F 
Proposal Comment Letter'') (also stating that, if the Commission 
were to adopt this amendment, the Commission should provide 
additional guidance to managers on how they can meet the new 
standard).
    \111\ Section 13(f)(4) of the Exchange Act [15 U.S.C. 
78m(f)(4)]; see also supra at text accompanying footnote 66.
    \112\ See Food Marketing v. Argus Leader, supra footnote 107 
(stating that ``[n]otably lacking from dictionary definitions, early 
case law, or any other usual source that might shed light on the 
statute's ordinary meaning is any mention of the `substantial 
competitive harm' requirement'').
---------------------------------------------------------------------------

    25. Does the amendment appropriately reflect the requirements of 
the FOIA, including the effect of the U.S. Supreme Court's June 24, 
2019, decision in Food Marketing Institute v. Argus Leader Media on the 
type of information that is required to substantiate confidential 
treatment in accordance with Exchange Act sections 13(f)(4) and (5) and 
rule 24b-2 thereunder?
    26. Are the proposed amendments sufficiently clear? If we adopted 
the amendments, would managers know how to comply with the new 
standard? Would managers require additional guidance on how to comply 
with the new standard? If so, what additional guidance should we 
provide?
c. Technical Amendments to Form 13F
    In addition to the amendments discussed above, we are re-proposing 
certain technical amendments to Form 13F that were included in the 2020 
Form 13F Proposal designed to account for the change in the required 
format of Form 13F submissions from the plain-text ASCII format to the 
structured XML data format in 2013.\113\ For example, we are re-
proposing amendments to simplify the rounding conventions of Form 13F 
by requiring all dollar values listed on Form 13F to be rounded to the 
nearest dollar, rather than to the nearest one thousand dollars as is 
currently required.\114\ Additionally, we are re-proposing amendments 
to remove the requirement that filers, when reporting dollar values on 
Form 13F, omit the ``000.'' \115\ As a space saving measure, current 
Form 13F instructs filers to omit the ``000'' and thus, for example, 
report a security with a value of $5 million as $5,000. As re-proposed, 
such a filer would report the security's value as $5,000,000. Since 
column width is no longer an issue with the structured XML data format, 
we believe that this change will reduce filer mistakes and data 
inaccuracies.\116\ For similar reasons, we also are re-proposing to 
remove the 80 character limit imposed on the information filers can 
include on the cover page and the summary page and the 132 character 
limit on the information table.\117\
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    \113\ See 2020 Form 13F Proposal, supra footnote 4, at nn.74-80 
and accompanying text; see also EDGAR Filer Manual Release, supra 
footnote 61.
    \114\ See proposed amendments to proposed Special Instruction 8 
of Form 13F. Under the proposal, current Special Instruction 9 would 
be renumbered to Special Instruction 8.
    \115\ Id.
    \116\ See Anne Anderson & Paul Brockman, An Examination of 13F 
Filings, 41 J. FIN. RES. 295, 312-314 (2018) (the authors analyzed 
the accuracy of Form 13F data and concluded that mistakes in 
applying Form 13F's rounding guidelines leads to many discrepancies 
in the reported values on Form 13F).
    \117\ These character limits are imposed by 17 CFR 232.305 [rule 
305 of Regulation S-T].
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    Two commenters on the 2020 Form 13F Proposal supported these 
amendments, noting that they have identified instances of data errors 
resulting from incorrect application of the Form 13F's rounding 
conventions.\118\ One commenter opposed these amendments, stating that 
they are not aware of data inaccuracies resulting from current rounding 
conventions and that the implementation costs associated with these 
amendments would outweigh any marginal benefit from these changes.\119\ 
Based on staff experience, we have observed instances of data errors 
resulting from incorrect rounding that justify the implementation costs 
of the change.\120\ As we stated in the 2020 Form 13F Proposal, we 
continue to believe that these amendments would enhance the accuracy of 
the data provided on Form 13F and make it easier to understand and use, 
both for the Commission and for the public. Additionally we are 
proposing to remove duplicative definitions and streamline certain 
sections to simplify Form 13F's instructions.\121\
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    \118\ See WhaleWisdom 2020 Form 13F Proposal Comment Letter, 
supra footnote 99; BrilLiquid 2020 Form 13F Proposal Comment Letter, 
supra footnote 99.
    \119\ See IAA 2020 Form 13F Proposal Comment Letter, supra 
footnote 102. The commenter did not provide an estimate of the 
implementation costs associated with this proposed change.
    \120\ Id.
    \121\ See proposed amendments to General Instruction 3. We are 
also proposing to delete Special Instruction 2 and renumber the 
remainder of the Special Instructions accordingly. Additionally, we 
are proposing to amend newly renumbered Special Instructions 2, 6, 
7, and 10 of Form 13F. Finally, we are proposing to streamline the 
discussion in the Paperwork Reduction Act Section of Form 13F.
---------------------------------------------------------------------------

    We request comment on our proposed technical amendments, and the 
following issues:
    27. Should we require filers to round all dollar values listed on 
Form 13F to the nearest dollar and remove the requirement to omit 
``000''? Should we, alternatively, maintain the current rounding 
conventions? Should we adopt some other rounding conventions? Should we 
no longer permit rounding?
    28. Would our proposed technical amendments increase the accuracy 
of Form 13F data? Specifically, have users of 13F data encountered 
issues as a result of the current instructions requiring rounding and 
omission of the last three digits? Have filers encountered costs as a 
result of the current requirement?
    29. Would these proposed technical amendments impose costs or 
burdens on filers? Please provide estimates of such costs.
    30. Are there any other amendments we should make to streamline 
Form 13F or clarify its instructions? For example, should we amend the 
instructions for Form 13F to clarify how the form should be completed 
if a manager no longer has holdings that must be reported on Form 13F, 
but is required to continue to file Form 13F for the remaining quarters 
of a calendar year?

C. Compliance Date

    We propose to provide a transition period after the effective date 
of the amendments to give advisers, applicants, and managers sufficient 
time to modify their procedures to implement the new rule requirements 
with regard to submitting applications for exemption under the Advisers 
Act and for filing Form ADV-NR. The proposed transition period would 
also give an adequate period of time for managers and other service 
providers to conduct the requisite operational changes to their systems 
and to establish internal processes to comply with the new electronic 
filing requirements of 13F Confidential Treatment Requests and 
implement the other amendments to Form 13F. We are proposing generally 
a compliance date of 6 months after the amendments' effective date. 
Based on our experience, we believe

[[Page 64851]]

that the proposed compliance date would provide an appropriate amount 
of time for advisers, applicants, and managers to comply with the 
proposed amendments.
    We seek additional comments on the following issues:
    31. Is the proposed compliance date appropriate? If not, why not?
    32. Is a longer or shorter period necessary for compliance with the 
proposed amendments? Is a longer or shorter period necessary for 
compliance with one or more of the particular amendments? If so, which 
proposed amendments, and what would be an appropriate compliance date?
    33. Should we implement a tiered compliance date for each filing 
based on the size or other characteristics of the filer or, in the case 
of 13F filers, the amount of 13(f) Securities over which the filer 
exercises investment discretion? If so, what types or sizes of filers 
would need a longer compliance period, and how much more time would 
they need than other filers to comply?

III. Economic Analysis

A. Introduction and Primary Goals of the Proposed Regulations and Form 
Amendments

    The Commission is sensitive to the potential economic effects of 
the proposed amendments to the rules and form that include, among other 
things, making mandatory the electronic submission of applications for 
orders under the Advisers Act and 13(f) Confidential Treatment 
Requests, and harmonizing the requirements for electronic submission of 
applications for orders under the Advisers Act and the Investment 
Company Act (collectively, the ``proposed amendments''). The economic 
effects include the potential benefits and costs of the proposed 
amendments, as well as any effects on efficiency, competition, and 
capital formation.
    The Commission is making the proposed amendments to facilitate the 
efficient submission of applications for orders under the Advisers Act 
and requests for confidential treatment; to improve the Commission's 
ability to track and process such filings; to reduce burdens and 
inefficiencies associated with paper submissions; to allow for quicker 
dissemination of information to the public; and to modernize the 
Commission's records management processes.
    With respect to the filing of applications for orders under the 
Advisers Act, the proposed amendments would:
     Require electronic submission of applications for orders 
under the Advisers Act;
     Designate EDGAR as the filing system for electronic 
submission;
     Eliminate the requirement to file proposed notices;
     Eliminate the requirement that applications be notarized 
and certain other technical requirements;
     Make temporary hardship exemptions unavailable for 
applications for orders under the Advisers Act;
     Designate the Secretary of the Commission as the addressee 
of any remaining paper submissions under Investment Company Act rules 
0-2 and 0-4.
    With respect to filing 13(f) Confidential Treatment Requests and 
Form 13F, the proposed amendments would:
     Require electronic submission of 13(f) Confidential 
Treatment Requests listing all 13(f) Securities and managers' objection 
to public disclosure of certain holdings in accordance with the 
requirements set forth in rule 24b-2 under the Exchange Act;
     Designate EDGAR as the filing system for electronic 
submissions of 13(f) Confidential Treatment Requests;
     Require that filers include additional identifying 
information on their Form 13F filings;
     Require all dollar values listed on Form 13F to be rounded 
to the nearest dollar, remove the requirement that dollar values list 
on Form 13F omit the ``000,'' and remove character limits on the cover 
and summary pages of Form 13F.
    In addition, we are proposing to require that Form ADV-NR, which is 
currently filed in paper, be filed electronically through the IARD 
system. Some of the amendments we are proposing are technical in nature 
and we do not expect them to have significant economic effects.\122\
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    \122\ Specifically, we do not believe that the following changes 
will have significant economic effects as they are likely to result 
in minimal costs or benefits with respect to the filing of 
applications for orders under the Advisers Act: (1) Removal of the 
reference to microfilming; (2) changing the wording related to 
duplicate original copies of paper applications.
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    We have sought, where possible, to quantify the economic effects of 
the proposed amendments. However, the effects of the proposed 
amendments depend on a number of factors, some of which we cannot 
quantify, such as the value to different market participants of the 
uses of information contained in the 13(f) Confidential Treatment 
Requests. Therefore, some of the discussion below is qualitative in 
nature.

B. Economic Baseline

    The economic baseline, from which we measure the proposed 
amendments' likely economic effects, reflects current regulatory 
practice as it pertains to potential applicants for orders under the 
Advisers Act, filers of Form ADV-NR, managers required to file Form 
13F. In this section, we describe each of these baseline components.
    The proposed amendments with respect to applications for orders 
under the Advisers Act would affect applicants seeking such orders, 
applicants who may seek similar orders in the future, clients of 
applicants, investors in funds managed by applicants, and the 
Commission. Applicants can include registered investment advisers, 
exempt reporting advisers, and persons not registered with the 
Commission, but who meet the definition of investment adviser under the 
Advisers Act, among others. As of December 31, 2020, there were 
approximately 13,827 registered investment advisers and 4,804 exempt 
reporting advisers.\123\ In addition, as of December 31, 2020, there 
were approximately 16,796 state-registered advisers and an unknown 
number of foreign private advisers, who, while not registered with the 
Commission, may seek to file applications for orders under the Advisers 
Act.\124\
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    \123\ We calculate these estimates using the last Form ADV 
filing for each adviser in the 15 months prior to January 1, 2020. 
This allows us to exclude advisers that are technically still 
registered with the Commission but have not filed a Form ADV for 
their most recent fiscal year. We use the same approach in 
calculating statistics for exempt reporting advisers.
    \124\ Foreign private advisers do not file Form ADV. Therefore, 
the Commission does not have information on the number of foreign 
private advisers.
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    In accordance with Advisers Act rules, applicants seeking an order 
from the Commission under the Advisers Act must submit their 
applications, as well as a proposed notice, in paper and in 
quintuplicate, to the Commission's mailroom for stamping and 
logging.\125\ Applications are ultimately routed to the Division's 
staff to manually upload into the EDGAR system, assign file numbers, 
and process for internal tracking purposes. Division staff also place 
the applications (including amendments, notices of applications, and 
the resulting orders) on the Commission's website.\126\ These 
applications for orders available online

[[Page 64852]]

may inform investors' decisions with respect to the selection or 
retention of investment advisers as well as investment decisions 
regarding funds managed by these advisers. In addition, applications 
for orders available online provide potential precedent to be consulted 
by future applicants. The table below describes the number of initial 
applications for orders under the Advisers Act and Investment Company 
Act by year over the last three calendar years as posted on the 
Commission website.\127\ The table shows that initial applications for 
orders under the Advisers Act are uncommon relative to applications for 
orders under the Investment Company Act.
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    \125\ See 1985 Release, supra footnote 11 (describing Commission 
internal process for receiving and reviewing Advisers Act 
applications).
    \126\ The speed with which items are posted to the Commission's 
website depends on the availability of staff resources; see also 
supra section II.A.1.
    \127\ In order to avoid double counting, we do not include 
amended applications in our count of the number of initial 
applications filed each year.

                                                     Table 1
----------------------------------------------------------------------------------------------------------------
                                                       2017            2018            2019            Total
----------------------------------------------------------------------------------------------------------------
Advisers Act Initial Applications...............               4               3               7              14
Investment Company Act Initial Applications.....             124              97              70             291
----------------------------------------------------------------------------------------------------------------

    We estimate that, under the baseline, the costs of submitting an 
application for an order under the Advisers Act range from $14,182 to 
$221,909.\128\
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    \128\ See infra note 1 of Table 3.
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    The proposed amendments would affect non-resident general partners 
and non-resident managing agents of investment advisers, who are 
currently required to file Form ADV-NR as a paper filing submission, as 
well as their investment advisers, who currently sign Form ADV-NR.\129\ 
The Commission received 89 Form ADV-NR filings during calendar year 
2018, 53 filings during calendar year 2019, and 5 filings during 
calendar year 2020. We estimate that it currently costs $69 to file 
Form ADV-NR.\130\ These amendments would also affect the Commission to 
the extent the amendments alter how the Commission receives and 
processes Form ADV-NR filings.
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    \129\ See supra section II.A.4.a.
    \130\ See infra footnote 170.
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    The proposed amendments with respect to 13(f) Confidential 
Treatment Requests and Form 13F would affect managers who file Form 
13F, the Commission, and users of Form 13F information, including 
investors and other market participants. The table below describes the 
number of Form 13F filings and 13(f) Confidential Treatment Requests by 
calendar year and shows that, over the three year period from 2017-
2019, only 0.92% (567/61,404) of Form 13F filings included confidential 
treatment requests.
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    \131\ See, e.g., Gompers, Paul A., and Andrew Metrick, 
Institutional Investors and Equity Prices, 116 Quarterly Journal of 
Economics 229 (2001); and Shi, Zhen, The Impact of Portfolio 
Disclosure on Hedge Fund Performance, 126 Journal of Financial 
Economics 36, (2017).

                                                     Table 2
----------------------------------------------------------------------------------------------------------------
                                                       2017            2018            2019            Total
----------------------------------------------------------------------------------------------------------------
Form 13F filings................................          19,184          20,356          21,864          61,404
13(f) Confidential Treatment Requests...........             186             191             190             567
----------------------------------------------------------------------------------------------------------------


[[Page 64853]]

    Form 13F has provided researchers with additional means to study 
the impact of institutional investors on securities markets as well as 
the general value of portfolio disclosures.\131\ Members of the public 
can easily access Form 13F information in a timely manner via the EDGAR 
system.
    Currently, managers who are not requesting confidential treatment 
submit a single public Form 13F on EDGAR in a custom XML structured 
data language created specifically for Form 13F. Managers are required 
to round all dollar values listed on their Form 13F to the nearest one 
thousand dollars, to omit the corresponding ``000'' in such dollar 
values, and to limit the length of the information filers include on 
the form's cover and summary pages to 80 and 132 characters, 
respectively.
    Managers requesting confidential treatment must submit the 
following documents: \132\
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    \132\ In the 2020 Form 13F Proposal, a commenter stated that 
complying with the requirements to file a 13(f) Confidential 
Treatment Request can be particularly time consuming and costly. See 
Comment Letter of the Private Investor Coalition on File No. S7-08-
20 (Sept. 3, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7734926-223067.pdf (``Private Investor Coalition 2020 Form 
13F Proposal Comment Letter'').
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     A public Form 13F, filed electronically on EDGAR in a 
custom XML data language, that lists the 13(f) Securities for which the 
Manager is not seeking confidential treatment;
     A concurrent paper 13(f) Confidential Treatment Request 
that includes: (1) The non-public Form 13F holdings information for all 
13(f) Securities for which the Manager requests confidential treatment, 
and (2) a written request that addresses the section 13(f) confidential 
treatment requirements and provides sufficient factual support to 
enable the Commission to make an informed judgment as to the merits of 
the request. Some managers submitted confidential treatment requests 
electronically via a secure file transfer service to mitigate delays in 
receiving paper filings during the events of COVID-19.\133\
---------------------------------------------------------------------------

    \133\ See supra footnote 75.
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    We are not able to estimate precisely the aggregate cost of filing 
13F Confidential Treatment Requests for two reasons.\134\ First, the 
costs associated with filing a 13(f) Confidential Treatment Request may 
vary depending on the type of request, the level of complexity involved 
in providing an appropriate justification for the request, and the 
number of holdings subject to the request. Second, the costs may also 
vary depending on the level of a manager's sophistication and 
resources. For example, some managers may be able to file 13(f) 
Confidential Treatment Requests in-house, while others may rely heavily 
on outside counsel to assist them with their requests.
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    \134\ In 2019, the Commission received a total of 190 13(f) 
Confidential Treatment Requests (CTR), of which 132 were submitted 
based on the ``natural person'' exception in 13(f)(4); 41 were 
submitted based on risk arbitrage; and 17 were based on acquisition, 
disposition, or other. One commenter (see supra footnote 132) 
claimed that the annual cost of filing quarterly Forms 13F and 13(f) 
CTR for a typical single family office ranges from $20,000-$40,000. 
This estimate includes single family office staff time and resources 
and outside advisers for the CTR filings. Since family offices do 
not file holdings, the Commission staff presumes that the entire 
$20,000-$40,000 to be associated with 13(f) CTR costs. Under the 
assumption that the commenter's claimed CTR costs for family offices 
are representative of the cost of filing for all filers, the 
Commission staff estimates the total cost of filing 13(f) CTRs to be 
$3.8 million-$7.6 million. For the low end of the range, this is 
calculated as $3.8 million = (132 + 41 + 17) * $20,000. For the high 
end of the range, this is calculated as $7.6 million = (132 + 41 + 
17) * $40,000. This estimate likely understates the aggregate costs 
of filing 13(f) CTRs because single family offices typically request 
confidential treatment based on being ``natural persons'', whereas 
other filers may need to justify their confidential treatment 
requests for each holding in a given 13(f) CTR. In addition, see 
infra section IV.D for discussion of estimated burdens associated 
with Form 13F under the Paperwork Reduction Act, which include the 
cost of filing 13(f) CTRs. Specifically, Table 5 estimates that, 
under the baseline, the current initial burden is $13,733,909 
($13,080,138 + $435,940 + $217,831) while it is expected to be 
$19,816,569 under the proposed amendments, implying estimated costs, 
for PRA purposes, of $6,082,660 = $19,816,569-$13,733,909 associated 
with the proposed amendments to Form 13F.
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C. Economic Effects

    This section discusses the benefits and costs of the proposed 
amendments, as well as their potential effects on efficiency, 
competition, and capital formation. Because some of the proposed 
amendments are technical in nature, they will not have significant 
economic effects. In addition, where certain benefits or costs of 
electronic filing apply to multiple proposed amendments, we discuss 
those benefits or costs together instead of repeating such discussion 
for each proposed amendment.
1. Benefits
    Applications for orders under the Advisers Act, Form ADV-NR, and 
13(f) Confidential Treatment Requests are all currently filed with the 
Commission as paper filings. The most significant effect of the rule 
will be to require that these filings instead be submitted 
electronically. Electronic submission would increase the speed and 
accuracy with which Commission staff receives and initially processes 
submissions, potentially improving regulatory oversight.\135\ The 
current process surrounding paper submissions is manual in nature, 
requiring processing by various staff as a filing is received and 
subsequently routed to the appropriate staff members within the 
Commission for review. In addition, electronic filings would minimize 
the risks of delay in staff receiving the information via paper 
submissions and increase efficiency in the staff review process by 
reducing staff processing time, increasing quality assurance. 
Electronic filings are also easier than paper filings for the 
Commission to maintain in accordance with the Commission's record 
retention requirements because they are easier to store, easier to 
access, easier to search, and easier to track.\136\ Finally, electronic 
filings would allow filers to more effectively and efficiently navigate 
future disruptive events--like COVID-19--when staff and filers are 
unable to access their physical work facilities to complete, submit and 
process paper fillings.
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    \135\ Under the proposed rule, the format requirement for 
electronic filings on EDGAR would be dictated by the EDGAR Filer 
Manual, which allows for HTML or ASCII submissions. See 2021 EDGAR 
Filer Manual, supra footnote 28, at Sections 2.1 and 5.2. This 
flexibility should allow filers to choose the format that best suits 
their needs and minimizes their costs of complying with the rule. 
The benefits and costs discussed in this Section IV with respect to 
electronic filings instead of the current paper submissions are 
those that we would expect to be realized from HTML or ASCII 
formatted submissions on EDGAR. Both formats are widely used, and 
neither requires significant special expertise for their 
preparation, submission, or ingestion. Furthermore, these benefits 
and costs substantially arise to the same extent regardless of 
whether the filer chooses the ASCII or HTML format.
    \136\ See supra footnotes 15 and 16 for a discussion of our 
experience with similar transitions to electronic filings.
---------------------------------------------------------------------------

    Electronic submissions would directly benefit filers of 
applications for orders under the Advisers Act, Form ADV-NR, and 13(f) 
Confidential Treatment Requests by reducing printing and delivery 
costs. To the extent such savings were passed along to investors, 
investors could benefit indirectly as well. Overall, we expect that 
such cost reductions and any resulting savings to investors would be 
minimal.\137\
---------------------------------------------------------------------------

    \137\ See infra footnotes 140, 143, and 144.
---------------------------------------------------------------------------

    With respect to applications for orders under the Advisers Act 
specifically, because electronic submissions would be more quickly 
available on the Commission's EDGAR system, the public may be able to 
find and review a filing more quickly by accessing the EDGAR system 
through the Commission's website or through third-party websites that 
link to EDGAR. To the extent that applications for orders

[[Page 64854]]

inform investors' decisions with respect to the selection or retention 
of investment advisers, investors may be able to make such decisions 
more expeditiously. In addition, because applicants for orders under 
the Advisers Act are expected, to the extent possible, to adhere to 
applicable precedent, applicants and staff rely on recently evaluated 
applications.\138\ The proposed amendments benefit future applicants 
and the Commission by making such applications more quickly available.
---------------------------------------------------------------------------

    \138\ See 1985 Release, supra footnote 11.
---------------------------------------------------------------------------

    We expect that the proposed amendments regarding applications for 
orders under the Advisers Act and the Investment Company Act would have 
several economic benefits specific to both categories of these 
amendments. First, designating the Secretary of the Commission as the 
addressee for applications in paper for an order under either act would 
minimize the risks of delay in staff receiving the application via 
paper submissions and increase efficiency in the staff review process 
by reducing staff processing time. Second, applications under both the 
Investment Company Act and the Advisers Act would be in the same 
system, so users would only need to learn how to access one system to 
obtain relevant information related to an exemptive application.
    Additionally, the proposed amendments include certain features 
designed to permit applicants to streamline the application process. 
The Commission has periodically received applications from parties 
seeking relief under both the Advisers Act and the Investment Company 
Act who were unable to file a single application because of the current 
multiple-system requirements for the differing applications.\139\ Thus, 
the proposed amendments could result in benefits for applicants who are 
simultaneously applying for orders under both the Advisers Act and the 
Investment Company Act by allowing them to use a single electronic 
format and file jointly in a single submission. We expect such savings 
to be small because, while we do not have precise data on the number of 
jointly filed applications, staff experience indicates that they are 
rare relative to independent or non-joint applications. The proposed 
amendments also make changes to harmonize requirements for submission 
of applications for orders under the Advisers Act and Investment 
Company Act, including the elimination of requirements that 
applications be notarized and that they include proposed notices as 
exhibits, which would result in direct cost savings for the applicants. 
As detailed in Section IV, we estimate that the reduction in cost 
represents approximately 1% of the cost of preparing an 
application.\140\
---------------------------------------------------------------------------

    \139\ For such applications, the applications under the 
Investment Company Act were made in HTML on EDGAR, and the Advisers 
Act applications were submitted in paper.
    \140\ See infra footnote 161.
---------------------------------------------------------------------------

    We expect that the proposed amendments to rule 13f-1 and Form 13F 
would have several economic benefits specific to those amendments. 
First, to the extent that electronic submission of 13(f) Confidential 
Treatment Requests speeds up the initial process of getting the request 
to the appropriate Commission staff members, in those instances where a 
request for confidential treatment is denied, and assuming that there 
is no petition for review, the corrected holdings information should be 
publicly available more quickly than if the 13(f) Confidential 
Treatment Request had been made in paper. This reduction in the length 
of the de facto confidential treatment period of information on Form 
13F could benefit users of Form 13F data and enhance investor decision 
making to the extent that market observers and participants use such 
data to inform their activities.
    Second, the proposed amendments that require each Form 13F and Form 
13F-NT filer to provide additional identifying information would allow 
the Commission and other consumers of Form 13F data to identify a Form 
13F filer's other regulatory filings and the interrelationships between 
managers who share investment discretion over 13(f) Securities more 
easily. This could identify additional sources of market information 
for the public that increase their understanding of markets and enhance 
their ability to make informed investment decisions.\141\
---------------------------------------------------------------------------

    \141\ See supra footnote 103.
---------------------------------------------------------------------------

    Finally, the proposed technical amendments to Form 13F that 
eliminate the requirement that dollar values be rounded to the nearest 
thousand and that the corresponding ``000'' be omitted and remove the 
character limits on the cover and summary pages of the Form should 
benefit the Commission and users of Form 13F data by reducing filer 
mistakes and data inaccuracies.\142\
---------------------------------------------------------------------------

    \142\ See supra footnote 115.
---------------------------------------------------------------------------

2. Costs
    Requiring electronic submission of applications for orders under 
the Advisers Act could result in costs to applicants, including those 
associated with filing a Form ID for the first time in order to obtain 
the access codes needed to submit an application on the Commission's 
EDGAR system. As discussed in Section IV below, we expect these costs 
to be minimal.\143\
---------------------------------------------------------------------------

    \143\ See infra footnote 152.
---------------------------------------------------------------------------

    Similarly, non-resident general partners and non-resident managing 
agents of investment advisers, who currently file Form ADV-NR as a 
paper filing submission, might incur costs associated with switching to 
filing this form electronically via the IARD system. However, given 
that these filers are associated with investment advisers that already 
file Form-ADV through the IARD system, we expect that these costs would 
be minimal.\144\
---------------------------------------------------------------------------

    \144\ See infra section IV.B.1, noting that we estimate that 
there would be no change to our current internal burden estimate 
that Form ADV-NR requires an average of one hour to complete.
---------------------------------------------------------------------------

    The proposed amendments could result in additional costs associated 
with filing 13(f) Confidential Treatment Requests electronically. 
However, unlike the case of applications for orders under the Advisers 
Act where an applicant may have no prior experience with EDGAR and 
therefore may bear some initial cost, managers, by virtue of the fact 
that they are already filing Form 13F, are experienced in using the 
EDGAR system. The proposed amendments would merely change the manner in 
which a 13(f) Confidential Treatment Request is submitted, should a 
filer choose to make such a request. While filers are likely to incur 
some costs associated with the transition to an electronic process for 
the submission of 13(f) Confidential Treatment Requests, we believe 
these costs will be offset by the reduction in printing and delivery 
costs currently associated with paper submissions.\145\
---------------------------------------------------------------------------

    \145\ See infra footnote 187.
---------------------------------------------------------------------------

    The proposed amendments to Form 13F would also impose costs on 
managers because they would have to modify their electronic filing 
processes to, among other things, round dollar values on Form 13F to 
the nearest dollar, to discontinue omitting the ``000'' for such 
values, and to remove the character limits on the cover and summary 
pages.\146\ In addition, managers may incur some costs to provide 
additional identifying information, though we do not believe these 
costs will be substantial because managers already have this 
information available. We do not expect the costs associated with these 
changes to be significant.\147\
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    \146\ See supra footnote 119.
    \147\ See supra footnote 134.

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[[Page 64855]]

3. Efficiency, Competition, and Capital Formation
    Generally, because most of the proposed amendments simply 
streamline filing processes, we do not expect these amendments to have 
a significant effect on efficiency, competition, or capital formation. 
Nonetheless, in this section, we discuss the effects of the proposed 
amendments on efficiency, competition, and capital formation.
    As discussed above, the proposed amendments regarding applications 
for orders under the Advisers Act could increase the speed at which the 
public has access to these applications. To the extent that 
applications for orders inform investors' decisions with respect to the 
selection or retention of investment advisers, more timely access to 
this information could result in more efficient decisions by investors 
with respect to how they select their investment advisers.
    Similarly, as discussed above, the proposed technical amendments to 
Form 13F requiring that dollar values be rounded to the nearest dollar, 
that the ``000'' no longer be omitted, and the removal of character 
limits should increase the accuracy and utility of the information 
filed on Form 13F. In addition, the requirement that filers include 
additional identifying information when filing Form 13F should increase 
the usefulness of the information filed on Form 13F. To the extent the 
more accurate and useful data available to the public informs 
investment decisions, the information efficiency of the market may be 
enhanced.

D. Reasonable Alternatives

    In formulating the proposed amendments, we considered several 
alternatives to the proposed amendments that retain the central 
requirement that filings that are currently filed on paper be filed 
electronically, but they differ with respect to how the filings would 
be made. This section discusses these alternatives.
1. Alternative Filing System for Advisers Act Orders
    The proposed amendments would require investment advisers to file 
applications for orders under the Advisers Act on the Commission's 
EDGAR system. Alternatively, the Commission could require investment 
advisers to file applications through some other system. For example, 
as noted in section III.A.1.a above, advisers who register with the 
Commission do so through the IARD system rather than EDGAR. Thus, 
filing through the IARD system would offer the potential benefit of 
greater applicant familiarity with the filing system.
    While we acknowledge that some applicants may be more familiar with 
the IARD system than EDGAR, we propose to make mandatory electronic 
submissions of Advisers Act applications on EDGAR for several reasons. 
First, we believe the cost to advisers would be relatively low because 
we are proposing to assess no filing fees associated with these 
submissions through EDGAR. Many advisers also likely have experience 
submitting electronic filings via EDGAR because their managers may 
already be required to submit Form 13F via EDGAR, reducing the costs 
associated with setting up systems and processes to comply with the 
amendments. Second, filing in EDGAR would allow for applications under 
the Investment Company Act and the Advisers Act to be filed jointly, 
reducing filing cost.
2. Alternative Filing System for 13(f) Confidential Treatment Requests
    The proposed amendments would require managers to file 13(f) 
Confidential Treatment Requests on the Commission's EDGAR system. 
Alternatively, the Commission could require that confidential treatment 
requests be submitted electronically via a secure file transfer 
service. Some managers were able to use such a service to submit their 
confidential treatment requests to mitigate delays in receiving paper 
filings during the events of COVID-19.\148\
---------------------------------------------------------------------------

    \148\ See supra footnote 132.
---------------------------------------------------------------------------

    Requiring submission via a secure file transfer service would have 
the benefit that some managers may already be familiar with the process 
of submitting filings using such a system based on their experience 
over the last year. However, in light of the fact that all managers are 
already familiar with the process of making filings on EDGAR, we 
believe it would be less burdensome for managers to make 13(f) 
Confidential Treatment Request filings on EDGAR as well.\149\ 
Additionally, because 13(f) Confidential Treatment Requests would be 
viewable on the same system as a manager's public Form 13F filing, the 
Commission would be able to review all of a manager's holdings 
efficiently.\150\
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    \149\ See supra footnote 84.
    \150\ See supra text following footnote 82.
---------------------------------------------------------------------------

3. Single Form 13F Filing With Electronic Attachment
    Rather than requiring managers to file 13(f) Confidential Treatment 
Requests electronically via EDGAR, we considered modifying existing 
Form 13F in such a way that filers would list all reportable 13(f) 
Securities on the form but indicate for which securities, if any, they 
were seeking confidential treatment. Filers would indicate that they 
were seeking confidential treatment for particular securities by 
checking a box associated with a security and also indicating the 
length of time for which they were seeking confidential treatment. 
Securities for which the filer checked the box would not be visible to 
public users of the EDGAR system. Filers requesting confidential 
treatment would still be required to attach a confidential electronic 
document in which they would indicate the type of confidential request 
and provide factual support to enable the Commission to make an 
informed judgment as to the merits of the request.
    This alternative of a single Form 13F filing offers the benefit of 
slightly reducing the burden on the filer from filing multiple lists of 
securities to filing a single list and potentially decreasing the time 
between when a 13(f) Confidential Treatment Request is denied or 
expires and the time when an amended Form 13F is filed publicly. 
However, we believe that this approach would significantly increase the 
risk of confidential information inadvertently being made public, 
including by filers who complete the single form incorrectly.

E. Request for Comment

    The Commission requests feedback on any aspect of the above 
economic analysis, including our description of the current economic 
baseline, the potential costs and benefits of the proposed amendments, 
their effect on efficiency, competition, and capital formation, and any 
reasonable alternatives we should consider. In addition, we request 
comment on the following aspect of the proposal:
    34. Would filers, investors, or other members of the public realize 
any benefits if we required that applications for orders under the 
Advisers Act be submitted in a structured data language, such as a 
custom XML-based data language, rather than in ASCII or HTML? Please 
explain why or why not. If so, are there certain data fields in 
particular that would provide such benefits to filers, investors, and 
other interested parties if submitted in a

[[Page 64856]]

structured data language? What costs would these parties incur if we 
required such applications to be submitted using a structured data 
language?

IV. Paperwork Reduction Act

    The proposed rule and form amendments contain ``collections of 
information'' within the meaning of the Paperwork Reduction Act of 1995 
(``PRA'').\151\ We are submitting the proposed collections of 
information to the Office of Management and Budget (``OMB'') for review 
in accordance with 44 U.S.C. 3507(d) and 5 CFR 1320.11. The titles for 
the collections of information we are proposing to amend are: (i) 
``Rule 0-4 under the Investment Advisers Act of 1940, General 
Requirements of Papers and Applications'' (OMB Control No. 3235-0633); 
(ii) ``Form 13F, Report of Institutional Investment Managers (pursuant 
to sec. 13(f) of the Securities Exchange of 1934)'' (OMB Control No. 
3235-0006); and, (iii) ``Rule 0-2 and Form ADV-NR under the Investment 
Advisers Act of 1940'' (OMB Control No. 3235-0240). We are not 
proposing to amend the collections of information entitled (i) ``Form 
ID'' (OMB Control No. 3235-0328),\152\ or (ii) ``Form ADV'' (OMB 
Control No. 3235-0049). 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.
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    \151\ 44 U.S.C. 3501 through 3521.
    \152\ The Commission estimates that each year only one applicant 
for an order under any provision of the Advisers Act would need to 
file a Form ID with the Commission in order to gain access to EDGAR. 
Form ID is used to request the assignment of access codes to file on 
EDGAR. Any applicant that has made at least one filing with the 
Commission via EDGAR since 2002 has been entered into the EDGAR 
system by the Commission and would not need to file Form ID in order 
to file electronically on EDGAR. However, applicants that have never 
made a filing with the Commission via EDGAR would need to file Form 
ID. We estimate that only one applicant for an order under any 
provision of the Advisers Act would need to file a Form ID with the 
Commission each year in order to gain access to EDGAR. Thus, we 
believe that the proposed amendments would not impose substantive 
new burdens on the overall population of respondents or affect the 
current overall cost estimates for Form ID. Therefore, we believe 
that the current burden and cost estimates for Form ID remain 
appropriate. Accordingly, we are not revising the current burden or 
cost estimates for Form ID.
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A. Amendments to Rule 0-4

    Rule 0-4 under the Advisers Act prescribes general instructions for 
filing papers and applications under the Advisers Act with the 
Commission. The proposed amendments to rule 0-4 would require that 
every application for an order under any provision of the Advisers Act, 
for which a form with instructions is not specifically prescribed, and 
every amendment to such application be electronically filed pursuant to 
Regulation S-T.\153\ The proposed amendments to rule 0-4 would 
eliminate the requirements to have verifications of applications and 
statements of facts made in connection with applications notarized 
\154\ and would eliminate the requirement that applications include 
proposed notices as exhibits to applications.\155\ In addition, the 
proposed amendments to rule 0-4 would specify that paper submissions 
should be addressed to the Secretary of the Commission,\156\ remove the 
reference to microfilming \157\ and clarify the wording related to 
duplicate original copies of paper applications.\158\
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    \153\ Proposed rule 0-4(b).
    \154\ See rule 0-4(d) [17 CFR 275.0-4(d)].
    \155\ See rule 0-4(g) [17 CFR 275.0-4(g)].
    \156\ Proposed rule 0-4(a).
    \157\ Proposed rule 0-4(b).
    \158\ Proposed rule 0-4(i).
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    Respondents to the collection of information are applying for 
orders of the Commission exempting them from one or more provisions of 
the Advisers Act. The requirements of rule 0-4 are designed to provide 
Commission staff with the necessary information to assess whether 
granting the orders of exemption is necessary and appropriate, in the 
public interest and consistent with the protection of investors and the 
intended purposes of the Act. This collection of information is 
necessary in order to obtain or retain benefits. Responses will not be 
kept confidential.
    Applicants for orders under the Advisers Act file applications as 
they deem necessary. Applicants can include registered investment 
advisers, affiliated persons of registered investment advisers and 
entities seeking to avoid investment adviser status, among others. The 
Commission estimates that it receives seven initial applications per 
year submitted under rule 0-4 of the Advisers Act.\159\ Although some 
applications are submitted on behalf of multiple applicants, these 
applicants in the vast majority of cases are related entities and are 
treated as a single respondent for purposes of this analysis.
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    \159\ See e.g., 17 CFR 275.206(4)-5(e) (providing that the 
Commission may, upon application, exempt an adviser from certain of 
the rule's restrictions, and providing a non-exclusive list of 
factors the Commission will consider when evaluating these 
applications).
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1. Burden Estimate for Rule 0-4
    Most of the work of preparing an application is performed by 
outside counsel and, therefore, imposes no internal hourly burden on 
the respondents.\160\ We do not believe that our proposed amendments 
would change the burden on applicants. Likewise, we do not believe that 
our proposed amendments would change the number of such applications 
that are filed annually. Therefore, because there will continue to be 
no internal hourly burden we believe that the current initial and 
annual hour burdens for such applications remain appropriate.
---------------------------------------------------------------------------

    \160\ Nevertheless, the Commission continues to estimate one 
burden annual hour for administrative purposes. See Supporting 
Statement for ``Rule 0-4 under the Investment Advisers Act of 1940, 
General Requirements of Papers and Applications'' (OMB Control No. 
3235-0633).
---------------------------------------------------------------------------

    We are, however, proposing to decrease the external costs 
associated with the existing collection of information for rule 0-4 to 
reflect the proposed amendments.\161\ The proposed amendments would 
eliminate the requirement to notarize applications. The notary service 
is typically provided by a secretary or similar administrative employee 
of the applicant or the outside counsel preparing the application and 
represents a negligible hour or cost burden to the applicant, so 
elimination of the notarization requirement would reduce the cost 
burden only a small amount. However, we believe that these cost savings 
would be offset by the costs associated with transitioning to an 
electronic submission process, such as updating policies and 
procedures, recordkeeping methods and time spent learning to use the 
IARD system. The proposed amendments would require that paper 
submissions under rule 0-4 be addressed to the Secretary of the 
Commission, remove the reference to microfilming \162\ and clarify the 
wording related to duplicate original copies of paper applications. 
These amendments decrease the applicant's cost burden. However, we 
believe that these cost savings would also be offset by the time and 
costs associated with transitioning to an electronic submission 
process. The proposed amendments would also eliminate the requirement 
that applicants include proposed notices as exhibits to applications. A 
proposed notice is a summary of the statements in the application. 
Based on staff experience, we believe that preparation of the proposed 
notice by outside counsel represents approximately 1% of the cost of 
preparing an application.\163\ We estimate that the total reduction in

[[Page 64857]]

the external costs would be approximately $4,091.\164\
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    \161\ We most recently estimated the annual cost burden to 
applicants of filing all applications to be $392,500.
    \162\ Proposed rule 0-4(b).
    \163\ See 2008 IC Applications Release, supra footnote 15.
    \164\ The total external cost reduction of 1% would amount to 
$4,091 given the estimated distribution of all applications: ($141 x 
3) + ($483 x 3) + ($2,219 x 1) = $4,091. See Table 3.
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    Table 3 below summarizes the proposed cost burden estimates to 
applicants applying for exemptive relief under proposed rule 0-4.

                                                                         Table 3
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Current        Estimated       Estimated                                  Estimated
                                                                external cost   reduction in    external cost                Number of     external cost
                                       Types of applications     burden per     external cost    burden per                applications     burden per
                                                                 filing \1\          \2\           filing                       \3\         filing type
--------------------------------------------------------------------------------------------------------------------------------------------------------
Adviser Act Exemptive Applications..  Well Precedented            \4\ $14,182          $(141)         $14,041  x                       3         $42,123
                                       Applications.
                                      Medium Complexity                48,282           (483)          47,799                          3         143,397
                                       Applications.
                                      High Complexity                 221,909         (2,219)         219,690                          1         219,690
                                       Applications.
                                     -------------------------------------------------------------------------------------------------------------------
                                                                                                  Total estimated annual external cost           405,210
                                                                                                  burden for Advisers Act Applications
--------------------------------------------------------------------------------------------------------------------------------------------------------
Notes:
\1\ Based on conversations with applicants and attorneys, the cost for applications ranges from approximately $14,182 for preparing a well-precedented,
  routine (or otherwise less involved) application, $48,282 for preparing medium complex applications and approximately $221,909 to prepare a complex or
  novel application.
\2\ We estimate that preparation of the proposed notice by outside counsel represents approximately 1% of the cost of preparing an application.
\3\ We estimate that the Commission annually receives three of the well-precedented applications, three applications of medium complexity, and one high
  complexity applications.
\4\ The cost outside counsel charges applicants depends on the complexity of the issues covered by the application and the time required. Based on
  conversations with applicants and attorneys, the cost for applications ranges from approximately $14,182 for preparing a well-precedented, routine (or
  otherwise less involved) application to approximately $221,909 to prepare a complex or novel application. $48,282 is the median between $14,182 and
  $221,909. Supporting Statement for ``Rule 0-4 under the Investment Advisers Act of 1940, General Requirements of Papers and Applications'' (OMB
  Control No. 3235-0633). We have adjusted these numbers to reflect changes in prices from the 2019 estimates based on the U.S. Bureau of Labor
  Statistic's CPI Inflation calculator. We estimate that the Commission receives one of the most time-consuming applications annually, three
  applications of medium complexity, and three of the least complex applications subject to rule 0-4. There are no ongoing expenses.

B. Amendment to Form ADV-NR

    Rule 0-2 under the Advisers Act establishes procedures by which a 
person may serve process, pleadings, or other papers on a non-resident 
investment adviser, or on a non-resident general partner or non-
resident managing agent of an investment adviser.\165\ Under Rule 0-2, 
persons who wish to serve the above-referenced parties may do so by 
furnishing the Commission with one copy of the papers that are to be 
served along with one copy for each named party.\166\ The Secretary 
will promptly forward a copy to each named party by registered or 
certified mail. If the Secretary certifies that the rule was followed, 
the certification constitutes evidence of service of process under Rule 
0-2. Form ADV-NR is required to be submitted by an investment adviser's 
non-resident general partner and non-resident managing agent in 
connection with the adviser's initial Form ADV submission or within 30 
days of becoming a non-resident after the investment adviser submits 
its initial Form ADV.\167\ The proposed amendments would require an 
investment adviser's non-resident general partners and non-resident 
managing agents to file Form ADV-NR electronically through IARD.\168\ 
As part of the proposed amendments, the IARD would be modified to 
permit non-resident general partners and non-resident managing agents 
to meet this filing requirement electronically without the need for 
specialized software or hardware. In addition, IARD would not charge a 
separate fee for filing the Form ADV-NR or accessing the filing system 
apart from what IARD charges for filing Form ADV.
---------------------------------------------------------------------------

    \165\ 17 CFR 275.0-2.
    \166\ 17 CFR 275.0-2.
    \167\ 17 CFR 279.4, 17 CFR 297.1.
    \168\ See proposed Form ADV-NR.
---------------------------------------------------------------------------

    The respondents to this information collection would be each non-
resident general partner or non-resident managing agent of an SEC-
registered investment adviser and each non-resident general partner or 
non-resident managing agent of an exempt reporting adviser. This 
collection of information is mandatory. Responses are not kept 
confidential. The collection of information is necessary to provide 
appropriate consent to permit the Commission and other parties to bring 
actions against non-resident partners and managing agents for 
violations of the federal securities laws and to enable the 
commencement of legal and/or regulatory actions against investment 
advisers that are doing business in the United States, but are not 
residents.
1. Burden Estimate for Form ADV-NR

[[Page 64858]]

    We estimate that proposed changes to the filing of ADV-NR would 
require an average of one hour to complete, the same as our current 
internal burden estimate. The currently approved collection of 
information burden in Form ADV-NR is 53 hours, which is based on our 
prior estimate of 53 annual responses at 1 hour per response. During 
2018 to 2020 period, a total of 147 registered investment advisers and 
exempt reporting advisers filed reports with the Commission that 
included a Form ADV-NR, for an average of 49 filed reports per 
year.\169\ Accordingly, we estimate that, based on the change in the 
estimate of number of filers of Form ADV-NR, the annual aggregate 
information collection burden for Form ADV-NR will be 49 hours, a 
decrease of 4 hours under the currently approved burden of 53 hours.
---------------------------------------------------------------------------

    \169\ The number of Form ADV-NRs filed between 2018 and 2020 
were as follows: 2020, 5 filings; 2019, 53 filings; and, 2018, 89 
filings. Three year average: (5 + 53 + 89)/3 = 49.
---------------------------------------------------------------------------

    An adviser would likely use a combination of compliance clerks and 
general clerks to complete Form ADV-NR and file it with the Commission 
through IARD. The Commission staff estimates the hourly wage for 
compliance clerks to be $71 per hour, including benefits,\170\ and the 
hourly wage for general clerks to be $63 per hour, including 
benefits.\171\ For each burden hour, compliance clerks would perform an 
estimated 0.75 hours, and general clerks also would perform an 
estimated 0.25 hours. The total cost per response therefore would be an 
estimated $69,\172\ for a total burden cost of $3,381.\173\
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    \170\ Data from the SIFMA Office Salaries in the Securities 
Industry 2013 report, modified by Commission staff to account for a 
1,800-hour work-year and inflation, and multiplied by 2.93 to 
account for bonuses, firm size, employee benefits and overhead, 
suggest that the cost for a compliance clerk is approximately $71 
per hour.
    \171\ Data from the SIFMA Office Salaries in the Securities 
Industry 2013 report, modified by Commission staff to account for a 
1,800-hour work-year and inflation, and multiplied by 2.93 to 
account for bonuses, firm size, employee benefits and overhead, 
suggest that the cost for a general clerk is approximately $63 per 
hour.
    \172\ (0.75 hours per compliance clerk x $71) + (0.25 hours per 
general clerk x $63) = $69.
    \173\ $69 per adviser x 49 advisers = $3,381.

 Table 4--Summary of the Aggregate Annual Number of Investment Advisers, Time Burden, and Monetized Time Burden
----------------------------------------------------------------------------------------------------------------
                                                                                    Previously
                           Description                               Requested       approved         Change
----------------------------------------------------------------------------------------------------------------
Number of registered investment advisers and exempt reporting                 49              53             (4)
 advisers who filed Form ADV-NR.................................
Time burden (hours).............................................              49              53             (4)
Monetized Time Burden (Dollars) \1\.............................          $3,381          $3,657          $(276)
----------------------------------------------------------------------------------------------------------------
Note:
\1\ See supra footnotes 173-176 and accompanying text.

C. Form ADV and Rule 203-1

    Form ADV is the investment adviser registration form and exempt 
reporting adviser reporting form filed electronically with the 
Commission pursuant to rules 203-1 (17 CFR 275.203-1), 204-1 (17 CFR 
275.204-1) and 204-4 (17 CFR 275.204-4) under the Advisers Act by 
advisers registered with the Commission or applying for registration 
with the Commission or by exempt reporting advisers filing reports with 
the Commission. Rule 203-1 under the Advisers Act requires every person 
applying for investment adviser registration with the Commission to 
file Form ADV.\174\ The paperwork burdens associated with rules 203-1, 
204-1, and 204-4 are included in the approved annual burden associated 
with Form ADV and thus do not entail separate collections of 
information. These collections of information are found at 17 CFR 
275.203-1, 275.204-1, 275.204-4 and 279.1 (Form ADV itself) and are 
mandatory. Responses are not kept confidential.
---------------------------------------------------------------------------

    \174\ Rule 204-4 under the Advisers Act requires certain 
investment advisers exempt from registration with the Commission 
(``exempt reporting advisers'') to file reports with the Commission 
by completing a limited number of items on Form ADV. Rule 204-1 
under the Advisers Act requires each registered and exempt reporting 
adviser to file amendments to Form ADV at least annually, and 
requires advisers to submit electronic filings through IARD.
---------------------------------------------------------------------------

    We are proposing to amend the instructions to Form ADV and rule 
203-1 to require an investment adviser's non-resident general partner 
and non-resident managing agents to file Form ADV-NR electronically 
through IARD. As discussed above, the collection of information is 
necessary for us to obtain appropriate consent to permit the Commission 
and other parties to bring actions against non-resident partners and 
agents for violations of the federal securities laws and to enable the 
commencement of legal and/or regulatory actions against investment 
advisers that are doing business in the United States, but are not 
residents.\175\
---------------------------------------------------------------------------

    \175\ See section IV.B.
---------------------------------------------------------------------------

    We do not believe that the proposed amendments to Form ADV or rule 
203-1 would change the burden on investment advisers' application for 
registration with the Commission. Likewise, we do not believe that our 
proposed amendments would change the number of such registrations that 
are filed annually. Therefore, we believe that the current burden and 
cost estimates for Form ADV remain appropriate. Accordingly, we are not 
revising the current burden or cost estimates for Form ADV.

[[Page 64859]]

D. Amendments to Form 13F

    In our most recent PRA submission for Form 13F, we estimated a 
total hour burden of 472,521.6 hours, with an internal cost burden of 
$31,186,425.60, and with no annual external cost burden.\176\ In the 
2020 Form 13F Proposal, the Commission expressed its belief that these 
estimates do not appropriately reflect the information collection costs 
associated with Form 13F.\177\ The Commission also noted that the 
current burden estimates assume that the same number of hours and costs 
are necessary to prepare and file Form 13F-HR and the abbreviated Form 
13F-NT filings, even though reports on Form 13F-HR would involve 
greater burdens.\178\ This results in a current overestimation of the 
costs associated with filing Form 13F-NT. Therefore, the Commission 
proposed to revise the current PRA burdens associated with filing Form 
13F and requested comment on whether the revised estimates accurately 
reflected the PRA burdens associated with filing Form 13F.\179\
---------------------------------------------------------------------------

    \176\ This estimate is based on the last time the rule's 
information collection was submitted for PRA renewal in 2018.
    \177\ See 2020 Form 13F Proposal, supra footnote 4 (explaining 
that the current burden estimates for Form 13F assume that all of 
the functions are carried out by a compliance clerk, whereas we 
understand that additional professionals are typically involved. The 
current burden estimates also do not include external costs for 
third-party vendors, which we understand many managers use in 
connection with their filings on Form 13F, or external legal 
counsel, who may provide advice in connection with the form's 
reporting requirements or actual or potential 13F Confidential 
Treatment Requests).
    \178\ See supra footnote 98 (explaining the difference between 
Form 13F-HR and Form 13F-NT).
    \179\ The Commission did not revise the burden hours previously 
estimated for Form 13F compliance. Rather, the Commission revised 
the internal time costs associated with complying with Form 13F by 
assuming that a compliance attorney and senior programmer, in 
addition to a compliance clerk, would be involved in completing and 
filing Form 13F and its related amendments and requests for 
confidential treatment.
---------------------------------------------------------------------------

    Commenters generally disagreed with our proposed estimates and 
stated that we over-estimated the costs associated with complying with 
the Form 13F filing obligations.\180\ Commenters stated that the 
advances in technology have made the process of completing and filing 
Form 13F highly automated, reducing the time and external costs to 
managers in complying with this requirement.\181\ One commenter 
disagreed with our assumption that a compliance attorney would need to 
be involved with the determination of whether a manager meets the 
filing threshold for Form 13F.\182\ However, another commenter stated 
that complying with the requirements to file a 13(f) Confidential 
Treatment Request can be particularly time consuming and costly.\183\
---------------------------------------------------------------------------

    \180\ See e.g., Comment Letter of Mack-Cali Realty Corporation 
on File No. S7-08-20 (Nov. 19, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-8032834-225591.pdf; Comment 
Letter of Becker/Glynn on File No. S7-08-20 (Aug. 19, 2020), 
available at https://www.sec.gov/comments/s7-08-20/s70820-7669323-222569.pdf; Comment Letter of the CFA Institute on File No. S7-08-20 
(Oct. 1, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7864226-224033.pdf; Comment Letter of ConocoPhillips on File 
No. S7-08-20 (Sept. 29, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7860025-223864.pdf; Comment Letter of the 
Consumer Federation of America on File No. S7-08-20 (Sept. 16, 
2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7777971-223451.pdf; MFA 2020 Form 13F Proposal Comment Letter, supra 
footnote 120; Comment Letter of Sun Communities Inc. on File No. S7-
08-20 (Sept. 21, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7797961-223610.pdf; Comment Letter of MarketCounsel 
Consulting, LLC on File No. S7-08-20 (Sept. 29, 2020), available at 
https://www.sec.gov/comments/s7-08-20/s70820-7860014-223889.pdf 
(recommending that the Commission review its estimates through 
engaging with various managers who may have different cost 
structures); Wachtell Lipton 2020 Form 13F Proposal Comment Letter, 
supra footnote 110; WhaleWisdom 2020 Form 13F Proposal Comment 
Letter, supra footnote 99.
    \181\ Id; see also Comment Letter of The Security Traders 
Association of New York, Inc. on File No. S7-08-20 (Sept. 29, 2020), 
available at https://www.sec.gov/comments/s7-08-20/s70820-7860080-223918.pdf (also stating that the Commission's estimated hourly 
costs of filing likely overestimates costs of reporting by using 
standard and equal estimate of compliance, attorney, and coding 
time); Comment Letter of ACN Solutions LLC on File No. S7-08-20 
(Sept. 10, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7757531-223233.pdf (``ACN 2020 Form 13F Proposal Comment 
Letter'') (stating that the Commission's estimates overstate the 
burdens of Form 13F on firms and estimating that managers incur $500 
in external costs annually); Comment Letter of Global Endowment 
Management, LP on File No. S7-08-20 (Sept. 29, 2020), available at 
https://www.sec.gov/comments/s7-08-20/s70820-7859976-223853.pdf 
(estimating that the commenter spends 2 hours of internal time and 
$125 of external service provider expense each quarter); see also 
AIMA 2020 Form 13F Proposal Comment Letter, supra footnote 99 (also 
noting that the Commission did not take into account other external 
costs of complying with Form 13F, such as the licensing fees charges 
for the use of CUSIP numbers).
    \182\ ACN 2020 Form 13F Proposal Comment Letter, supra footnote 
180.
    \183\ See Private Investor Coalition 2020 Form 13F Proposal 
Comment Letter, supra footnote 132 (stating that, in addition to the 
costs of the Form 13F, managers entitled to confidential treatment 
bear the burdens of preparing a 13(f) Confidential Treatment 
Request, including the associated expenses of engaging an attorney 
or other service to file a paper copy of the 13(f) Confidential 
Treatment Request with the Commission each quarter).
---------------------------------------------------------------------------

    We have considered the comments we received on our proposed 
estimates and are revising the current PRA burdens associated with 
filing Form 13F to incorporate the feedback we received from 
commenters.\184\ While we continue to believe that professionals beyond 
a compliance clerk are involved in complying with Form 13F, we agree 
with commenters that advances in technology over time have 
significantly decreased the number of hours managers spend to satisfy 
their compliance obligations. Additionally, we agree with commenters 
that using a blended rate for all the professionals involved may 
overestimate the costs of the time spent on complying with Form 
13F.\185\ After considering the comments, we also believe that the 
Commission's proposed revisions to the external costs associated with 
complying with Form 13F as well as the revisions to the PRA burdens 
associated with Form 13F amendments that were included in the 2020 Form 
13F Proposal are appropriate. Therefore, the table below summarizes our 
adjustments to the current PRA estimates of complying with Form 13F 
based on commenter feedback as well as the initial and ongoing annual 
burden estimates associated with amendments to Form 13F related to the 
requirements for managers to provide additional identifying information 
and the technical amendments to Form 13F discussed above.\186\ We 
believe that our proposed amendments to the process for filing 13(f) 
Confidential Treatment Requests would not change the burden of filing 
Form 13F Reports with the Commission.\187\
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    \184\ We are proposing to revise the current burden estimates 
for Form 13F-HR and Form 13F-NT.
    \185\ In particular, while a compliance attorney may be involved 
in determining whether a manager can, or should, file a 13(f) 
Confidential Treatment Request for each Form 13F filing, it is 
unlikely that a compliance attorney will spend the same amount of 
time as other professionals tasked with making the Form 13F filing 
itself, such as a senior programmer and compliance clerk.
    \186\ See supra section II.B.2.
    \187\ We believe that our proposed amendments to the process for 
filing 13(f) Confidential Treatment Requests would reduce printing 
and delivery expenses that managers incur to comply with Form 13F. 
However, we believe that these savings would be offset by the costs 
associated with transitioning to an electronic submission process 
for 13(f) Confidential Treatment Requests. Therefore, for PRA 
purposes, we do not believe that these proposed amendments would 
change the burdens associated with complying with Form 13F. We 
likewise do not believe that our proposed amendments would change 
the number of Form 13F Reports or Form 13(f) Confidential Treatment 
Requests that are filed annually.
---------------------------------------------------------------------------

BILLING CODE 8011-01-P

[[Page 64860]]

[GRAPHIC] [TIFF OMITTED] TP19NO21.574


[[Page 64861]]


[GRAPHIC] [TIFF OMITTED] TP19NO21.575

BILLING CODE 8011-01-C

E. Request for Comments

    We request comment on whether our estimates for burden hours and 
external costs as described above are reasonable. Pursuant to 44 U.S.C. 
3506(c)(2)(B), the Commission solicits comments in order to: (1) 
Evaluate whether the proposed collection of information is necessary 
for the proper performance of the functions of the Commission, 
including whether the information will have practical utility; (2) 
evaluate the accuracy of the Commission's estimate of the burden of the 
proposed collection

[[Page 64862]]

of information; (3) determine whether there are ways to enhance the 
quality, utility, and clarity of the information to be collected; and 
(4) determine whether there are ways to minimize the burden of the 
collection of information on those who are to respond, including 
through the use of automated collection techniques or other forms of 
information technology.
    Persons wishing to submit comments on the collection of information 
requirements of the proposed amendments should direct them to the OMB 
Desk Officer for the Securities and Exchange Commission, 
[email protected], and should send a copy to 
Secretary, Securities and Exchange Commission, 100 F Street NE, 
Washington, DC 20549-1090, with reference to File No. S7-15-21. OMB is 
required to make a decision concerning the collections of information 
between 30 and 60 days after publication of this release; therefore a 
comment to OMB is best assured of having its full effect if OMB 
receives it within 30 days after publication of this release. Requests 
for materials submitted to OMB by the Commission with regard to these 
collections of information should be in writing, refer to File No. S7-
15-21, and be submitted to the Securities and Exchange Commission, 
Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736.

V. Regulatory Flexibility Act Certification

    Pursuant to Section 605(b) of the Regulatory Flexibility Act \188\ 
(``RFA''), the Commission hereby certifies that the proposed amendments 
to rules 11, 100, 101, 102, and 201 of Regulation S-T \189\ rule 0-4 
under the Advisers Act \190\ relating to the electronic filing of 
applications for orders under the Advisers Act and the Investment 
Company Act; rule 203-1,\191\ Form ADV-NR and the instructions to Form 
ADV under the Advisers Act \192\ relating to the electronic filing of 
Form ADV-NR, would not, if adopted, have a significant economic impact 
on a substantial number of small entities.\193\ The Commission 
estimates that it will receive initial applications seeking relief from 
various provisions of the Advisers Act from six applicants per year. 
The Commission estimates that few, if any, of the six applicants would 
be small entities for the purposes of the Advisers Act and the 
RFA.\194\ Moreover, as discussed in Sections III and IV above, the 
proposed amendments would have little, if any, economic impact. 
Therefore, there would be no significant economic impact on a 
substantial number of small entities.
---------------------------------------------------------------------------

    \188\ 5 U.S.C. 605(b).
    \189\ 17 CFR 232.11, 232.100, 232.101, 232.102, and 232.201.
    \190\ 17 CFR 275.0-4.
    \191\ 17 CFR 274.203-1.
    \192\ 17 CFR 279.4; 17 CFR 279.1.
    \193\ For the purposes of the Advisers Act and the RFA, an 
investment adviser generally is a small entity if it: (i) Has assets 
under management having a total value of less than $25 million; (ii) 
did not have total assets of $5 million or more on the last day of 
its most recent fiscal year; and (iii) does not control, is not 
controlled by, and is not under common control with another 
investment adviser that has assets under management of $25 million 
or more, or any person (other than a natural person) that had $5 
million or more on the last day of its most recent fiscal year. 17 
CFR 275.0-7(a).
    \194\ This estimate is based on the fact that none of the 17 
initial applications received over the last three calendar years as 
posted on the Commission website came from small entities.
---------------------------------------------------------------------------

    Pursuant to Section 605(b) of the RFA,\195\ the Commission hereby 
certifies that the proposed amendments to rule 0-2 under the Investment 
Company Act \196\ would not, if adopted, have a significant economic 
impact on a substantial number of small entities.\197\ As discussed in 
Sections III and IV above, the proposed amendments would have little, 
if any, economic impact. Therefore, there would be no significant 
economic impact on a substantial number of small entities.
---------------------------------------------------------------------------

    \195\ See supra footnote 187.
    \196\ 17 CFR 270.0-2.
    \197\ For purposes of the Investment Company Act and the RFA, an 
investment company is a small entity if it, together with other 
investment companies in the same group of related investment 
companies, has net assets of $50 million or less as of the end of 
its most recent fiscal year. 17 CFR 270.0-10(a).
---------------------------------------------------------------------------

    Pursuant to Section 605(b) of the RFA,\198\ the Commission hereby 
certifies that the proposed amendments to rule 24b-2 under the Exchange 
Act, Form 13F and rules 101(a)(1)(xxii) and 101(d) of Regulation S-T 
relating to the requirement that Managers electronically file requests 
for 13(f) Confidential Treatment Requests, along with other amendments 
to Form 13F, would not, if adopted, have a significant economic impact 
on a substantial number of small entities. The definition of the term 
``small entity'' in rule 0-10 under the Exchange Act does not 
explicitly reference investment advisers or other investment managers. 
However, rule 0-10 provides that the Commission may ``otherwise 
define'' small entities for purposes of a particular rulemaking 
proceeding. For purposes of the proposed amendments relating to 
managers electronically filing requests for 13(f) Confidential 
Treatment Requests and the other amendments to Form 13F, the Commission 
is defining small entity by using the definition of small entity under 
rule 0-7(a) under the Advisers Act as more appropriate to the functions 
of managers.\199\ The Commission believes that this definition would 
help ensure that all persons or entities that might be institutional 
investment managers under section 13(f) of the Exchange Act will be 
included within a category addressed by the definition. The Commission 
requests comments on the use of this definition.
---------------------------------------------------------------------------

    \198\ See supra footnote 187.
    \199\ See supra footnote 192. Therefore, for purposes of this 
rulemaking and the RFA, a manager is a small entity if it: (i) Has 
assets under management having a total value of less than $25 
million; (ii) did not have total assets of $5 million or more on the 
last day of its most recent fiscal year; and (iii) does not control, 
is not controlled by, and is not under common control with another 
investment adviser that has assets under management of $25 million 
or more, or any person (other than a natural person) that had total 
assets of $5 million or more on the last day of its most recent 
fiscal year.
---------------------------------------------------------------------------

    Managers are not required to submit reports on Form 13F unless they 
exercise investment discretion with respect to accounts holding 13(f) 
Securities having an aggregate fair market value on the last trading 
day of any month of any calendar year of at least $100 million. 
Therefore, no small entities for purposes of rule 0-10 under the 
Exchange Act are affected by the form. Therefore, there would be no 
significant economic impact on a substantial number of small entities. 
The Commission requests written comments regarding these 
certifications. The Commission requests that commenters describe the 
nature of any impact on small businesses and provide empirical data to 
support the extent of the impact.

VI. Consideration of the Impact on the Economy

[[Page 64863]]

    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996, or ``SBREFA,'' \200\ we must advise OMB whether a proposed 
regulation constitutes a ``major'' rule. Under SBREFA, a rule is 
considered ``major'' where, if adopted, it results in or is likely to 
result in: (1) An annual effect on the economy of $100 million or more; 
(2) a major increase in costs or prices for consumers or individual 
industries; or (3) significant adverse effects on competition, 
investment or innovation.
---------------------------------------------------------------------------

    \200\ Public Law 104-121, Title II, 110 Stat. 857 (1996) 
(codified in various sections of 5 U.S.C., 15 U.S.C. and as a note 
to 5 U.S.C. 601).
---------------------------------------------------------------------------

    The Commission requests comment on the potential impact of the 
proposed amendments on the economy on an annual basis. The Commission 
requests that commenters provide empirical data and other factual 
support for their views to the extent possible.

VII. Statutory Authority

    The Commission is proposing the amended rules and form under the 
rulemaking authority set forth in sections 3, 12, 13, 14, 15(d), 23(a), 
and 35A of the Exchange Act [15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 
78w(a), and 78ll]; sections 8, 30, 31, and 38 of the Investment Company 
Act [15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37]; and sections 203, 
204, 206A, 210, and 211 of the Advisers Act [15 U.S.C. 80b-3, 80b-4, 
80b-6a, 80b-10, and 80b-11].

List of Subjects

17 CFR Part 232

    Reporting and recordkeeping requirements, Securities.

17 CFR Parts 240 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 270

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 275

    Investment advisers, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 279

    Investment advisers, Reporting and recordkeeping requirements, 
Securities.

Text of Proposed Rule and Form Amendments

    In accordance with the foregoing, title 17, chapter II of the Code 
of Federal Regulations is proposed to be amended as follows:

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

0
1. The general authority citation for part 232 is revised 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, 80b-4, 80b-6a, 80b-10, 80b-11, 7201 
et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
0
2. Amend Sec.  232.11 by adding the definition of ``Investment Advisers 
Act'' in alphabetical order to read as follows:


Sec.  232.11   Definitions of terms used in this part.

* * * * *
    Investment Advisers Act. The term Investment Advisers Act means the 
Investment Advisers Act of 1940.
* * * * *


Sec.  232.100  [Amended]

0
3. Amend Sec.  232.100 paragraph (b) by removing the term 
``Registrants'' and adding in its place ``Persons or entities''.
0
4. Amend Sec.  232.101 by:
0
a. Revising paragraph (a)(1)(iv);
0
b. In paragraph (a)(1)(xxi), removing the period at the end of the 
paragraph and adding in its place a semicolon;
0
c. Adding paragraphs (a)(1)(xxii) and (xxiii); and
0
d. Revising paragraph (d).
    The revisions and additions read as follows:


Sec.  232.101   Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (iv) Documents filed with the Commission pursuant to sections 8, 
17, 20, 23(c), 24(b), 24(e), 24(f), and 30 of the Investment Company 
Act (15 U.S.C. 80a-8, 80a-17, 80a-20, 80a-23(c), 80a-24(b), 80a-24(e), 
80a-24(f), and 80a-29) and any application for an order under any 
section of the Investment Company Act (15 U.S.C. 80a-1 et seq.). The 
filing of an application for an order under any section of the 
Investment Company Act must be made on EDGAR as required by the EDGAR 
Filer Manual, as defined in Sec.  232.11 (Rule 11 of Regulation S-T). 
Notwithstanding Sec.  232.104 (Rule 104 of Regulation S-T), the 
documents filed or furnished under this paragraph will be considered as 
officially filed with or furnished to, as applicable, the Commission;
* * * * *
    (xxii) Confidential treatment requests filed with the Commission 
pursuant to section 13(f) of the Exchange Act (15 U.S.C. 78m(f)) and 
the rules and regulations thereunder, including Form 13F (17 CFR 
249.325). The filings must be made on EDGAR in the format required by 
the EDGAR Filer Manual, as defined in Sec.  232.11 (Rule 11 of 
Regulation S-T). Notwithstanding Sec.  232.104 (Rule 104 of Regulation 
S-T), the documents filed or furnished under this paragraph will be 
considered as officially filed with or furnished to, as applicable, the 
Commission; and
    (xxiii) Any application for an order under any section of the 
Investment Advisers Act (15 U.S.C. 80b-1 et seq.). The filings must be 
made on EDGAR in the format required by the EDGAR Filer Manual, as 
defined in Sec.  232.11 (Rule 11 of Regulation S-T). Notwithstanding 
Sec.  232.104 (Rule 104 of Regulation S-T), the documents filed or 
furnished under this paragraph will be considered as officially filed 
with or furnished to, as applicable, the Commission.
* * * * *
    (d) All documents, including any information with respect to which 
confidential treatment is requested, filed pursuant to section 13(n) 
(15 U.S.C. 78m(n)) and section 13(f) (15 U.S.C. 78m(f)) of the Exchange 
Act and the rules and regulations thereunder shall be filed in 
electronic format.


Sec.  232.102  [Amended]

0
5. Amend Sec.  232.102 paragraph (a) by adding the phrase ``, Rule 0-6 
under the Advisers Act (Sec.  275.0-6 of this chapter)'' after ``Rule 
0-4 under the Investment Company Act (Sec.  270.0-4 of this chapter),''
0
6. Amend Sec.  232.201 by revising paragraph (a) introductory text to 
read as follows:


Sec.  232.201   Temporary hardship exemption.

    (a) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and submission of an 
electronic filing, other than a Form 3 (Sec.  249.103 of this chapter), 
a Form 4 (Sec.  249.104 of this chapter), a Form 5 (Sec.  249.105 of 
this chapter), a Form ID (Sec. Sec.  239.63, 249.446, 269.7 and 274.402 
of this chapter), a Form TA-1 (Sec.  249.100 of this chapter), a Form 
TA-2 (Sec.  249.102 of this chapter), a Form TA-W (Sec.  249.101 of 
this chapter), a Form D (Sec.  239.500 of this chapter), an application 
for an order under any section of the Investment Company Act of 1940 
(15 U.S.C. 80a-1 et seq.), an application for an order under any 
section of the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et 
seq.), an Interactive Data File (as defined in Sec.  232.11), or an 
Asset Data File (as defined in Sec.  232.11), the electronic filer may 
file the subject filing, under cover of Form TH

[[Page 64864]]

(Sec. Sec.  239.65, 249.447, 269.10 and 274.404 of this chapter), in 
paper format no later than one business day after the date on which the 
filing was to be made.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
7. The general authority citation for part 240 continues to read as 
follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq. and 8302; 
7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; Pub. L. 
111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-106, sec. 503 
and 602, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *
0
8. Amend Sec.  240.24b-2 by:
0
a. Removing the preliminary note in its entirety;
0
b. Adding an introductory paragraph;
0
c. In paragraph (b) removing the phrase ``paragraphs (g) and (h)'' and 
adding in its place ``paragraphs (g) through (i)''; and
0
d. Adding paragraph (i).
    The additions read as follows:


Sec.  240.24b-2   Nondisclosure of information filed with the 
Commission and with any exchange.

    Except as otherwise provided in this rule, confidential treatment 
requests shall be submitted in paper format only, whether or not the 
filer is required to submit a filing in electronic format.
* * * * *
    (i) An institutional investment manager shall omit the confidential 
portion from the material publicly filed in electronic format pursuant 
to section 13(f) of the Act (15 U.S.C. 78m(f)) and the rules and 
regulations thereunder. The institutional investment manager shall 
indicate in the appropriate place in the material publicly filed that 
the confidential portion has been so omitted and filed separately with 
the Commission. In lieu of the procedures described in paragraph (b) of 
this section, an institutional investment manager shall request 
confidential treatment electronically pursuant to section 13(f) of the 
Act (15 U.S.C. 78m(f)) and the rules and regulations thereunder.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
9. The general authority citation 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.; and 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 text of Form 13F does not, and these amendments will 
not, appear in the Code of Federal Regulations.

0
10. Revise Form 13F (referenced in Sec.  249.325) to read as follows:

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

0
11. The general authority citation for part 270 continues to read 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.
* * * * *


Sec.  270.0-2   [Amended]

0
12. Amend Sec.  270.0-2 by:
0
a. In paragraph (a), adding the phrase ``Secretary of the'' after ``be 
delivered through the mails or otherwise to the''; and
0
b. In paragraph (b), removing the sentence ``The application must be 
typed, printed, copied or prepared by any process which, in the opinion 
of the commission, produces copies suitable for microfilming.''

[[Page 64876]]

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

0
13. The general authority citation for part 275 continues to read 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.
* * * * *
0
14. Amend Sec.  275.0-4 by:
0
a. In paragraph (a)(1), adding the phrase ``Secretary of the'' after 
``be delivered through the mails or otherwise to the'';
0
b. Revising paragraphs (b), (d) and (i); and
0
c. Removing and reserving paragraph (g).
    The revisions read as follows:


Sec.  275.0-4  General requirements of papers and applications.

* * * * *
    (b) Formal specifications respecting applications. Every 
application for an order under any provision of the Act, for which a 
form with instructions is not specifically prescribed, and every 
amendment to such application, shall be filed electronically pursuant 
to 17 CFR part 232 (Regulation S-T). Any filings made in paper, 
including filings made pursuant to a hardship exemption under 
Regulation S-T, shall be filed in quintuplicate. One copy shall be 
signed by the applicant, but the other four copies may have facsimile 
or typed signatures. Such applications shall be on paper no larger than 
8\1/2\ x 11 inches in size. To the extent that the reduction of larger 
documents would render them illegible, those documents may be filed on 
paper larger than 8\1/2\ x 11 inches in size. The left margin should be 
at least 1\1/2\ inches wide and, if the application is bound, it should 
be bound on the left side. All typewritten or printed matter (including 
deficits in financial statements) should be set forth in black so as to 
permit photocopying.
* * * * *
    (d) Verification of applications and statements of fact. Every 
application for an order under any provision of the Act, for which a 
form with instructions is not specifically prescribed, and every 
amendment to such application, and every statement of fact formally 
filed in support of, or in opposition to, any application or 
declaration shall be verified by the person executing the same. An 
instrument executed on behalf of a corporation shall be verified in 
substantially the following form, but suitable changes may be made in 
such form for other kinds of companies and for individuals:
    The undersigned states that he or she has duly executed the 
attached __ dated, __20__, for and on behalf of __ (Name of company); 
that he or she is the __ (Title of officer) of such company; and that 
all action by stockholders, directors, and other bodies necessary to 
authorize the undersigned to execute and file such instrument has been 
taken. The undersigned further states that he or she is familiar with 
such instrument, and the contents thereof, and that the facts therein 
set forth are true to the best of his or her knowledge, information and 
belief.

(Signature)
* * * * *
    (i) The manually signed original (or in the case of duplicate 
originals, one duplicate original) of all registrations, applications, 
statements, reports, or other documents filed under the Investment 
Advisers Act of 1940, as amended, shall be numbered sequentially (in 
addition to any internal numbering which otherwise may be present) by 
handwritten, typed, printed, or other legible form of notation from the 
facing page of the document through the last page of that document and 
any exhibits or attachments thereto. Further, the total number of pages 
contained in a numbered original shall be set forth on the first page 
of the document.
0
15. Amend Sec.  275.203-1 by adding paragraph (d) to read as follows:


Sec.  275.203-1  Application for investment adviser registration.

* * * * *
    (d) Form ADV-NR--(1) General Requirements. Each non-resident, as 
defined in 17 CFR 275.0-2(b)(2) (Rule 0-2(b)(2)), general partner or a 
non-resident managing agent, as defined in 17 CFR 275.0-2(b)(2) (Rule 
0-2(b)(1)), of any investment adviser registered, or applying for 
registration with, the Commission must submit Form ADV-NR (17 CFR 
279.4). Form ADV-NR must be completed in connection with the adviser's 
initial registration with the Commission. If a person becomes a non-
resident general partner or a non-resident managing agent after the 
date the adviser files its initial registration with the Commission, 
the person must file Form ADV-NR with the Commission within 30 days of 
becoming a non-resident general partner or a non-resident managing 
agent. If a person serves as a general partner or managing agent for 
multiple advisers, they must submit a separate Form ADV-NR for each 
adviser.
    (2) When an amendment is required. Each non-resident general 
partner or a non-resident managing agent of any investment adviser must 
amend its Form ADV-NR within 30 days whenever any information contained 
in the form becomes inaccurate by filing with the Commission a new Form 
ADV-NR.
    (3) Electronic filing. Form ADV-NR (and any amendments to Form ADV-
NR) must be filed electronically through the Investment Adviser 
Registration Depository (IARD), unless a hardship exemption under 17 
CFR 275.203-3 (Rule 203-3) has been granted.
    (4) When filed. Each Form ADV-NR is considered filed with the 
Commission upon acceptance by the IARD.
    (5) Filing fees. No fee shall be assessed for filing Form ADV-NR 
through IARD.
    (6) Form ADV-NR is a report. Each Form ADV-NR (and any amendment to 
Form ADV-NR) required to be filed under this rule is a ``report'' 
within the meaning of sections 204 and 207 of the Act.

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

0
16. The authority citation for part 279 continues to read as follows:

    Authority:  The Investment Advisers Act of 1940, 15 U.S.C. 80b-
1, et seq., Pub. L. 111-203, 124 Stat. 137617.

0
17. In Form ADV (referenced in Sec.  279.1):
0
a. Amend the instructions to the form by revising the section entitled 
``Who is required to file Form ADV-NR?''; and
0
b. Amend the instructions to the form by adding a section entitled 
``How is Form ADV-NR filed?''.
    The revision and addition read as follows:

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


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0
18. Revise Sec.  279.4 to read as follows:


Sec.  279.4   Form ADV-NR, appointment of agent for service of process 
by non-resident general partner and non-resident managing agent of an 
investment adviser.

    This form shall be filed and amended pursuant to Sec.  275.203-1 of 
this chapter (Rule 203-1) as an appointment of agent for service of 
process by non-resident general partners and non-resident managing 
agents of an investment adviser pursuant to section 203 of the 
Investment Advisers Act of 1940.

    Note: The next of Form ADV-NR does not, and this amendment will 
not, appear in the Code of Federal Regulations.

0
19. Form ADV-NR (referenced in Sec.  279.4) is amended by adding the 
sections entitled ``Instructions to Form ADV-NR'', ``Who is required to 
file Form ADV-NR?'' and ``How is Form ADV-NR filed?'' to read as 
follows:

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    By the Commission.

    Dated: November 4, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-24522 Filed 11-18-21; 8:45 am]
BILLING CODE 8011-01-P