[Federal Register Volume 87, Number 125 (Thursday, June 30, 2022)]
[Rules and Regulations]
[Pages 38943-38981]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-13936]


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SECURITIES AND EXCHANGE COMMISSION

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

[Release Nos. 34-95148; IA-6056; IC-34635; 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: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'' or 
``SEC'') is adopting amendments to rules to convert the filing of 
certain applications, confidential treatment requests, and forms from 
paper to electronic submission. Specifically, we are amending 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 are adopting rule amendments to harmonize 
the requirements for the submission of applications for orders under 
the Advisers Act and the Investment Company Act of 1940 (``Investment 
Company Act''). In addition, we are amending other rules and a form to 
require the electronic submission of Form ADV-NR through the Investment 
Adviser Registration Depository (``IARD'') system. We also are adopting 
requirements for 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 adopting amendments to 
Form 13F to require managers to provide additional identifying 
information and to allow managers to disclose, for any security 
reported on Form 13F, the security's share class level Financial 
Instrument Global Identifier (``FIGI''). Finally, we are adopting 
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: 
    Effective date: This rule is effective August 29, 2022, except for 
the amendments to Form 13F (referenced in 17 CFR 249.325) which are 
effective January 3, 2023.
    Compliance date: The applicable compliance dates are discussed in 
section II.D. of this final rule.

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

SUPPLEMENTARY INFORMATION: The Commission is adopting 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 17 CFR 232.11 through 232.903 (``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. Introduction
II. Discussion
    A. Applications
    1. Electronic Filing
    2. The EDGAR Filing System
    3. Availability of Hardship Exemptions
    4. Elimination of Certain Requirements
    B. Form ADV-NR
    C. Rule 13f-1 and Form 13F
    1. Electronic Filings of 13(f) Confidential Treatment Requests
    2. Other Amendments to Form 13F
    D. Effective and Compliance Dates
III. Other Matters
IV. Economic Analysis
    A. Introduction and Primary Goals of the Regulations and Form 
Amendments
    B. Economic Baseline
    C. Economic Effects
    1. Benefits
    2. Costs
    3. Efficiency, Competition, and Capital Formation
    D. Reasonable Alternatives

[[Page 38944]]

    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
    4. Alternative Security Identifier Requirement
V. 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
VI. Regulatory Flexibility Act Certification
VII. Statutory Authority
Text of Rule and Form Amendments

I. Introduction

    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 investors, the asset 
management industry, and other market participants.
    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 
transitioned filings from paper to electronic format in many 
contexts.\1\
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    \1\ See Amendments to the Commission's Rules of Practice, 
Release No. 34-90442 (Nov. 17, 2020) [85 FR 86464 (Dec. 30, 2020)]; 
see also Electronic Signatures in Regulation S-T Rule 302, Release 
No. 33-10889 (Nov. 17, 2020) [85 FR 78224 (Dec. 4, 2020)]; see also 
Updating Edgar Filing Requirements, Release No. 33-11005 (Nov. 4, 
2021).
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    We proposed rule and form amendments to require electronic filing 
of certain forms, as well as additional amendments to enhance 
information reported on Form 13F and to modernize the form, in November 
2021.\2\ Commenters generally supported the Commission's goal of 
modernizing the manner in which information is submitted to the 
Commission and generally agreed that the proposed amendments would 
increase filing efficiency and reduce burdens on filers.\3\ As 
discussed in more detail below, we are adopting these amendments 
largely as proposed. Therefore, the final rules will require 
applications for orders under any section of the Advisers Act,\4\ and 
of confidential treatment requests for filings made under section 13(f) 
of the Exchange Act (``13(f) Confidential Treatment Requests''), to be 
submitted through the EDGAR system.\5\ In addition, we are adopting 
amendments to Form 13F: (i) a requirement for an institutional 
investment manager \6\ (``manager'') that files Form 13F to provide 
certain identifying information, (ii) in response to comments received, 
allow managers to disclose, for any security reported on Form 13F, the 
security's share class level FIGI in addition to the security's 
Committee on Uniform Securities Identification Procedures (``CUSIP'') 
number; (iii) certain technical amendments to modernize the information 
reported on Form 13F, consistent with its existing eXtensible Markup 
Language (``XML'') structured data language, and (iv) 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.\7\ We also are adopting 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\ See Electronic Submission of Applications for Orders under 
the Advisers Act and the Investment Company Act, Confidential 
Treatment Requests for Filings on Form 13F, and Form ADV-NR; 
Amendments to Form 13F, Release No. IC-34415 (Nov. 4, 2021) [86 FR 
64839 (Nov. 19, 2021)] (``Proposing Release''). The comment letters 
on the Proposing Release (File No. S7-15-21) are available at 
https://www.sec.gov/comments/s7-15-21/s71521.htm.
    \3\ See e.g., Comment Letter of the Investment Company Institute 
(Dec. 17, 2021) (``ICI Comment Letter''); Comment Letter of the 
Private Investor Coalition (Dec. 17, 2021) (``PIC Comment Letter''); 
Comment Letter of WhaleWisdom (Dec. 17, 2021) (``WhaleWisdom Comment 
Letter''); Joint Comment Letter of the American Bankers Association 
and CUSIP Global Services (Dec. 20, 2021) (``ABA and CUSIP Comment 
Letter'').
    \4\ 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 altering these requirements.
    \5\ The EDGAR Filer Manual, which is promulgated by the 
Commission, sets out the technical formatting requirements for 
electronic submissions. See 17 CFR 232.301.
    \6\ 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)].
    \7\ 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 adopting amendments to require Form ADV-NR filers 
to file electronically, rather than in paper format. Non-resident 
general partners and non-resident managing agents of both SEC-
registered investment advisers and exempt reporting advisers must file 
Form ADV-NR to appoint an agent for service of process in the United 
States.\8\ Under the final rules, they will submit Form ADV-NR through 
the IARD system.
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    \8\ As proposed, the final rule will permit Form ADV-NR filers 
to file the form in paper format if granted a hardship exemption 
under 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.\9\ Applicants seeking an exemption must 
apply to the Commission to obtain an order. Applicants typically 
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\
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    \9\ 15 U.S.C. 80b-6a.
    \10\ See 15 U.S.C. 80b-2(a)(11) (defining ``investment 
adviser'').
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    As proposed, we are adopting amendments to Regulation S-T and 
Advisers Act rule 0-4 to require persons applying for an order under 
the

[[Page 38945]]

Advisers Act, for which a form with instructions is not specifically 
prescribed, to file applications electronically through EDGAR.\11\ 
These amendments will make the application process for orders under the 
Advisers Act more consistent with the application process for orders 
under the Investment Company Act, which has been requiring applicants 
to file electronically through EDGAR since 2009.\12\ Persons applying 
for orders under both the Advisers Act and the Investment Company Act 
will be able to file applications jointly in a single submission. As is 
the case for applications under the Investment Company Act, temporary 
hardship exemptions from electronic filing will not be available for 
applications for orders under the Advisers Act, but continuing hardship 
exemptions from electronic filing will be available.
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    \11\ Rule 0-4 concerns general requirements for applications 
under the Advisers Act, among other things. Regulation S-T concerns 
general requirements for electronic filings. See 17 CFR 232.11, 17 
CFR 232.100, 17 CFR 232.101, 17 CFR 232.102, 17 CFR 232.201, and 17 
CFR 275.0-4.
    \12\ See generally, Mandatory Electronic Submission of 
Applications for Orders under the Investment Company Act and Filings 
Made Pursuant to Regulation E, Release No. 33-8981 (Oct. 29, 2008) 
[73 FR 65516 (Nov. 4, 2008)] (``2008 IC Applications Release'') 
(effective date, Jan. 1, 2009).
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    We received one comment letter supportive of requiring persons to 
file applications for orders under the Advisers Act electronically on 
EDGAR, stating that it would increase filing efficiency and promote a 
streamlined and consistent application process for advisers and 
funds.\13\ The commenter also supported allowing applicants seeking 
orders under both the Advisers Act and the Investment Company Act to 
file applications jointly in a single submission, agreeing that it 
would reduce burdens for applicants filing joint requests for 
relief.\14\ We are adopting the amendments as proposed.
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    \13\ See ICI Comment Letter.
    \14\ See Proposing Release, supra footnote 2, at section III.
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    Currently, an applicant seeking an order under the Advisers Act 
must file the application, as well as a proposed notice of application, 
in paper and in quintuplicate.\15\ Once the Commission receives the 
application, it takes several steps to process it, including delivering 
it to the Commission's mailroom for stamping and logging, and then 
routing it to appropriate staff. Staff then creates a notification in 
the EDGAR system to assign a file number, manually uploads the 
application onto the Commission's public website, and processes the 
application for internal tracking. This process 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.\16\ Any delay between Commission receipt and receipt by 
the appropriate staff member causes a delay in the public availability 
of the application. Public availability of the application aids 
applicants, as well as investors. For example, applicants consult 
previously filed applications to apply precedent and address any 
differences from prior applications, which in turn can expedite the 
review process.\17\ Investors may consult applications to the extent 
they may inform their decisions with respect to selecting or retaining 
an investment adviser.
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    \15\ See Proposing Release, supra footnote 2.
    \16\ The final rules will designate the Secretary of the 
Commission as the addressee for paper applications for orders 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 28 and 29, and accompanying 
text.
    \17\ See 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, Release No. IA-969 (Apr. 30, 1985) (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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    Applicants seeking an order under the Investment Company Act have 
been filing applications through EDGAR since 2009, before which time, 
they filed applications in paper.\18\ In our experience, the transition 
from paper to electronic applications under the Investment Company Act 
has led to more efficient and timely application processing. We 
anticipate that the transition from paper to electronic applications 
under the Advisers Act similarly will lead to more efficient and timely 
processing of such applications.
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    \18\ See 2008 IC Applications Release, supra footnote 12.
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    As is the case with applications for orders under the Investment 
Company Act, once EDGAR accepts an application for an order under the 
Advisers Act, the application will be immediately available to 
appropriate staff and the public, in a more easily searchable 
format.\19\ This automated process is designed to eliminate the 
inefficiencies and delays caused by manually processing paper filings, 
as discussed above, which in turn will allow the Commission to conduct 
more efficient and timely reviews, and will provide more immediate 
transparency to the public. Moreover, the more easily searchable format 
will aid Commission staff, applicants, investors, and other interested 
parties that consult filed applications.
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    \19\ As is the case with applications for orders under the 
Investment Company Act, related correspondence and supplemental 
information will not be automatically disseminated publicly through 
the EDGAR system but will be available immediately to Commission 
staff.
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2. The EDGAR Filing System
    As proposed, the final rules will require persons to file 
applications for orders under the Advisers Act through EDGAR, even 
though advisers make other submissions through IARD (including 
registration applications under the Advisers Act).\20\ We received one 
comment letter supporting this aspect of the proposal, as long as 
filers will continue to be able to receive confidential treatment for 
non-public documents.\21\ As with other persons that make submissions 
on EDGAR, applicants will be subject to the provisions of Regulation S-
T, which will continue to include provisions for requesting 
confidential treatment.\22\
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    \20\ See e.g., 17 CFR 275.203-1 (application for investment 
adviser registration), 17 CFR 275.203-2 (withdrawal from investment 
adviser registration), 17 CFR 275.203-3 (hardship exemptions from 
the requirement to make Advisers Act filings electronically with 
IARD), and 17 CFR 275.204-4 (reporting by exempt reporting 
advisers).
    \21\ See ICI Comment Letter.
    \22\ See 17 CFR 232.101.
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    We are choosing EDGAR as the filing system for a number of reasons. 
First, the cost to advisers of submitting electronic applications 
through EDGAR will be relatively low.\23\ Second, EDGAR should require 
fewer technological changes than IARD to accept applications for orders 
under the Advisers Act, because it already is designed to accept 
applications for orders under the Investment Company Act. Third, EDGAR 
will allow for applications under both the Investment Company Act and 
the Advisers Act to be made in a single filing. 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

[[Page 38946]]

``primary'' co-applicant. Then, they would include in the EDGAR 
submission the information for all other co-applicants. Fourth, the 
process for filing applications for orders under the Advisers Act 
through EDGAR will be consistent with the process for filing 
applications for orders under the Investment Company Act, which is 
designed to facilitate internal processing efficiencies by Commission 
staff. Finally, having applications under both the Investment Company 
Act and the Advisers Act in the same system is designed to increase 
transparency for the public, because they will only need to learn how 
to access one system to locate all relevant applications.
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    \23\ See infra sections IV.C and V.A of this Release (discussing 
the costs associated with submitting applications electronically). 
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).
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    As with other persons that make submissions on EDGAR, applicants 
will be subject to the provisions of Regulation S-T and the EDGAR Filer 
Manual.\24\ Therefore, we are adopting conforming amendments to 
Regulation S-T. We did not receive any comments on these amendments to 
Regulation S-T, and are adopting them as proposed.
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    \24\ See 17 CFR 232.101(a)(xxiii); the EDGAR Filer Manual is 
available at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual.
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     We are adopting conforming amendments to rule 11 of 
Regulation S-T to add ``Investment Advisers Act'' as a defined term 
that will mean the Investment Advisers Act of 1940.
     We are adopting conforming amendments to rule 100 of 
Regulation S-T to clarify that all applicants for an order under the 
Advisers Act (and not just registered investment advisers) are subject 
to Regulation S-T.\25\
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    \25\ The amendments to 17 CFR 232.100(b) will replace 
``registrants'' with ``[p]ersons or entities'' whose filings are 
subject to review by the Division of Investment Management.
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     We are adopting conforming amendments to rule 102 of 
Regulation S-T to provide that previously filed exhibits, whether in 
paper or electronic format, may be incorporated by reference to the 
extent permitted by 17 CFR 275.0-6 (Advisers Act rule 0-6) (concerning 
incorporation by reference in applications).
    We also are adopting a clarifying amendment concerning applications 
for orders under the Investment Company Act. As proposed, we are 
amending rule 101 of Regulation S-T to provide that 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 rule 11 of Regulation S-T, and that, notwithstanding 17 CFR 
232.104 (rule 104 of Regulation S-T), the documents will be considered 
as officially filed with or furnished to, as applicable, the 
Commission.\26\
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    \26\ See 17 CFR 232.101(a)(iv).
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3. Availability of Hardship Exemptions
    As proposed, the final rule will provide that temporary hardship 
exemptions from electronic filing will not be available for 
applications for orders under the Advisers Act, but continuing hardship 
exemptions from electronic filing will be available. We did not receive 
any comments on this aspect of the proposal and are adopting it as 
proposed. 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. 
The Commission is amending rule 201 so it will exclude applications for 
orders under the Advisers Act, as it does with applications for orders 
under the Investment Company Act. As a result, temporary hardship 
exemptions will not be available for applications for orders under the 
Advisers Act, as is the case with applications for orders under the 
Investment Company Act. The rules under the Advisers Act do not provide 
submission deadlines for applications for orders under the Advisers 
Act, and we believe that submission exigencies for these applications 
will be rare, if they were to occur at all.
    A filer may apply for a continuing hardship exemption from 
electronic filing under [17 CFR 232.202] (``rule 202 of Regulation S-
T'') if it cannot file all or part of a filing without undue burden or 
expense. 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 will be 
available for applications for orders under the Advisers Act under rule 
202 of Regulation S-T, as it is currently written, without any 
amendments.
    Final rule 0-4's specifications for paper applications, as amended, 
will continue to apply for any remaining paper applications, such as 
filings made pursuant to a continuing hardship exemption under rule 202 
of Regulation S-T.\27\ Final rule 0-4 will provide that the Secretary 
of the Commission is the designated addressee of such paper 
submissions.\28\ As proposed, we are adopting an identical clarifying 
change to designate the Secretary of the Commission as addressee of any 
remaining paper submissions under the Investment Company Act.\29\
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    \27\ Regulation S-T generally requires requests for confidential 
treatment of an application to be filed in paper, subject to certain 
exceptions, and provides a process for seeking a continuing hardship 
exemption. See 17 CFR 232.101(c)(1)(i) (confidential treatment) and 
17 CFR 232.202 (continuing hardship exemption).
    \28\ See 17 CFR 275.0-4(a).
    \29\ We anticipate paper submissions will be rare. See 17 CFR 
270.0-2(a). As proposed, we are correcting a typo in rule 0-4 to 
refer to the correct singular and plural of the word ``original'' 
when discussing duplicate original copies in paper applications.
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4. Elimination of Certain Requirements
    As proposed, we are adopting amendments to harmonize requirements 
for applications for orders under the Advisers Act and the Investment 
Company Act, and further reduce filing burdens. First, we are adopting 
amendments to eliminate the requirement for applicants seeking orders 
under the Advisers Act to notarize verifications and statements of 
fact, as proposed.\30\ The Commission previously removed this 
requirement for applications under the Investment Company Act, and the 
Commission has not had significant issues or concerns with removing 
notarizations in that context.\31\ We received one comment letter 
supporting this proposed amendment, agreeing that it will reduce 
burdens for applicants.\32\ We believe that the notarization 
requirement is unnecessary because other requirements provide 
sufficient assurance of the legitimacy of signatures in electronic 
filings.\33\
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    \30\ See 17 CFR 275.0-4(d).
    \31\ See 2008 IC Applications Release, supra footnote 12.
    \32\ See ICI Comment Letter; Proposing Release, supra footnote 
2, at section III.
    \33\ Regulation S-T will continue to require 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, 
as is currently required. 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 17 CFR 232.302(b). Filers must continue 
to submit a notarized authentication to the Commission when 
submitting a Form ID to gain initial access to the EDGAR filing 
system, as is currently required.
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    Second, we are adopting amendments to eliminate the requirement for 
applicants seeking orders under the Advisers Act to include proposed 
notices as exhibits to applications, as

[[Page 38947]]

proposed.\34\ The Commission previously removed this requirement for 
applications for orders under the Investment Company Act, and it has 
reduced filing burdens for applicants.\35\ We received one comment 
letter supporting this proposed amendment, agreeing that it will reduce 
burdens for applicants.\36\
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    \34\ Current 17 CFR 275.0-4(g) will be removed and reserved.
    \35\ See 2008 IC Applications Release, supra footnote 12.
    \36\ See ICI Comment Letter; Proposing Release, supra footnote 
2, at sections II.A.3 and III.
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    Finally, we are adopting amendments to remove the reference to 
microfilming in Advisers Act rule 0-4(b) and Investment Company Act 
rule 0-2(b), as proposed. The Commission no longer microfilms 
applications for orders under either the Advisers Act or the Investment 
Company Act. Therefore, the references to microfilming are no longer 
relevant.\37\ We did not receive any comments on this aspect of the 
proposal.
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    \37\ See 17 CFR 275.0-4(b) and 17 CFR 270.0-2(b).
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B. Form ADV-NR

    As proposed, we are adopting amendments to require Form ADV-NR 
filers to file electronically through IARD, rather than in paper 
format.\38\ Non-resident general partners and non-resident managing 
agents of both SEC-registered investment advisers and exempt reporting 
advisers must file Form ADV-NR to appoint an agent for service of 
process in the United States.\39\ The final rules will specify that 
Form ADV-NR must be filed through IARD, the same system advisers use to 
file Form ADV.\40\ Although we did not receive any comment letters 
concerning Form ADV-NR specifically, we received one comment letter 
supporting the proposal to require electronic filing generally, because 
it would help increase the efficiency of the filing process while 
reducing burdens on filers, as we stated in the Proposing Release about 
filing Form ADV-NR electronically.\41\ Therefore, we are adopting the 
amendments as proposed.
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    \38\ Section 211(a) of the Advisers Act authorizes the 
Commission to collect the information required by Form ADV-NR. 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. We also are adopting conforming technical 
amendments to the General Instructions of Form ADV and to Form ADV-
NR that describe the electronic filing requirements. See 17 CFR 
275.203-1; 17 CFR 279.4; and General Instructions to Form ADV.
    \39\ See Form ADV-NR.
    \40\ See Form ADV-NR, General Instructions to Form ADV, 17 CFR 
275.203-1(d)(3), and 17 CFR 279.4, which, as proposed, will provide 
that Form ADV-NR must be filed and amended pursuant to rule 203-1 
(application for investment adviser registration), thereby applying 
such filing and amending requirements in rule 203-1 to non-resident 
general partners and non-resident managing agents of exempt 
reporting advisers.
    \41\ See ICI Comment Letter; Proposing Release, supra footnote 
2, at section II.A.4 and III.
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    Consistent with current requirements, the final rules will continue 
to provide that filing Form ADV-NR is mandatory for non-resident 
general partners and non-resident managing agents of SEC-registered 
investment advisers and exempt reporting advisers, and must be filed in 
connection with an adviser's initial Form ADV application or 
report.\42\ A general partner or managing agent of an SEC-registered 
adviser or exempt reporting adviser who becomes a non-resident after 
the adviser's initial application or report has been submitted must 
file Form ADV-NR within 30 days, as is currently required. 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.
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    \42\ See Form ADV-NR.
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    IARD will present final Form ADV-NR in fillable format and require 
signatures in electronic format. Members of the public will 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. This will improve transparency to the public, because it will 
eliminate manual steps that Commission staff and members of the public 
currently take to view Forms ADV-NR.\43\ We believe that requiring 
electronic submission of Form ADV-NR will enhance our ability to 
collect and access the information on the form and reduce the burden 
associated with filing and processing Forms ADV-NR. Furthermore, we 
believe that requiring filers to submit Form ADV-NR electronically will 
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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    \43\ As discussed in the Proposing Release, the Commission 
currently 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. 
See Proposing Release, supra footnote 2.
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    As proposed, the final rule will permit Form ADV-NR filers to file 
the form in paper format if granted a hardship exemption under [17 CFR 
275.203-3] (``rule 203-3'').\44\ We did not receive any comments on 
this aspect of the proposal and are adopting it as proposed. As 
proposed, the final rules will 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.\45\ We did not receive 
any comments on this aspect of the proposal and are adopting it as 
proposed. 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. 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 will help ensure that the Commission has 
accurate mailing information with which to contact filers.
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    \44\ Persons filing Form ADV-NR in paper format must follow the 
requirements of final rule 0-4, which we are amending to require 
that the Secretary of the Commission be the designated addressee of 
paper submissions, as discussed in section II.A of this Release. See 
17 CFR 275.203-1(d)(3), 17 CFR 279.4, and Form ADV.
    \45\ See 17 CFR 275.203-1(d)(2) and 17 CFR 279.4.
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    As proposed, the final rules also will provide that Form ADV-NR is 
considered filed with the Commission upon acceptance by the IARD.\46\ 
As proposed, the final rules will provide that no fee shall be assessed 
for filing Form ADV-NR through IARD.\47\ The final rules will 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.\48\ These requirements are similar to 
those provided for in [17 CFR 275.203-2] (``rule 203-2'') for [17 CFR 
279.2] (``Form ADV-W'') and are intended to provide specificity to 
filers regarding their filing obligations.
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    \46\ See 17 CFR 275.203-1(d)(4) and 17 CFR 279.4.
    \47\ See 17 CFR 275.203-1(d)(5) and 17 CFR 279.4.
    \48\ See 17 CFR 275.203-1(d)(6) and 17 CFR 279.4. 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.
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C. 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

[[Page 38948]]

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.\49\ 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.\50\ In exercising its authority under section 
13(f), section 13(f)(5) requires that the Commission ``determine (and 
so state) that its action is necessary or appropriate in the public 
interest and for the protection of investors or to maintain fair and 
orderly markets.'' \51\ The Commission also is required to consult with 
other agencies, including Federal, State and self-regulatory 
organizations.\52\
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    \49\ Section 13(f)(1) of the Exchange Act [15 U.S.C. 78m(f)(1)].
    \50\ Id.; see also Filing and Reporting Requirements Relating to 
Institutional Investment Managers, Release No. 34-15461 (Jan. 5, 
1979), at 1 (``13F Quarterly Reporting Release'').
    \51\ 15 U.S.C. 78m(f)(5).
    \52\ Id. The Commission consulted with other agencies as part of 
the initial proposal of these amendments in 2020. See Reporting 
Threshold for Institutional Investment Managers, Release No. 34-
89290 (July 10, 2020) [85 FR 46016 (July 31, 2020)] (``2020 Form 13F 
Proposal'').
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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.\53\ 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.\54\ 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.\55\ Form 13F is required to be filed on EDGAR in a custom 
XML structured data language created specifically for Form 13F.\56\
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    \53\ See Filing and Reporting Requirements Relating to 
Institutional Investment Managers, Release No. 34-14852 (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'')).
    \54\ Id.
    \55\ 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 50. 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 subsequent calendar 
quarter. 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.
    \56\ Adoption of Updated EDGAR Filer Manual, Release No. IC-
30515 (May 14, 2013) [78 FR 29616 (May 21, 2013)] (``EDGAR Filer 
Manual Release'').
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    Section 13(f) mandates that the Commission disseminate the 
information appearing in the quarterly reports to the public.\57\ 
Congress recognized that, in some instances, public disclosure of 
certain types of information could have harmful market effects.\58\ 
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.\59\
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    \57\ See section 13(f)(4) of the Exchange Act [15 U.S.C. 
78m(f)(4)].
    \58\ 1975 Amendments Senate Report, supra footnote 53.
    \59\ 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, Release No. 34-15979 (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).\60\ 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.\61\ 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.\62\
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    \60\ 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).
    \61\ See Proposing Release, supra footnote 2, at n.69.
    \62\ See rule 30-5(c-1)(1) and (2) of the Commission's 
organizational rules [17 CFR 200.30-5].
---------------------------------------------------------------------------

    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.\63\ 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.\64\
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    \63\ See instruction 2.g for Confidential Treatment Requests on 
Form 13F. 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.
    \64\ See rule 24b-2 under the Exchange Act [17 CFR 240.24b-2]; 
see also Instructions for Confidential Treatment Requests on Form 
13F.
---------------------------------------------------------------------------

    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

[[Page 38949]]

informed judgment as to the merits of the request.\65\ 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.\66\ These types of 
paper confidential treatment request submissions are subject to a time-
consuming, manual receipt and distribution process within the 
Commission that could lead to undue procedural delay and increase the 
time that the information receives de facto confidential treatment 
while the staff processes a 13(f) Confidential Treatment Request.\67\ 
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.\68\
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    \65\ See Instructions for Confidential Treatment Requests on 
Form 13F; see also 1979 Confidential Treatment Amendments, supra 
footnote 59 (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)(4)).
    \66\ See rule 24b-2(b) under the Exchange Act [17 CFR 240.24b-
2].
    \67\ See Proposing Release, supra footnote 2 at n.75 (stating 
that a manager that submits a 13(f) Confidential Treatment Request 
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).
    \68\ 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.
---------------------------------------------------------------------------

1. Electronic Filings of 13(f) Confidential Treatment Requests
a. Amendments to Form 13F
    We are adopting, as proposed, amendments to Form 13F and related 
rules under the Exchange Act and Regulation S-T that will require 
managers to file requests for confidential treatment electronically via 
EDGAR.\69\ Thus, under the amendments, the 13(f) Confidential Treatment 
Requests that filers currently submit to the Commission in paper, 
typically through the mail or by express delivery, will be required to 
be submitted electronically via EDGAR.
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    \69\ See amendments to rule 24b-2(i) under the Exchange Act; see 
also amendments to Form 13F Instructions for Confidential Treatment 
Requests; see also new rule 101(a)(1)(xxii) and amendments to rule 
101(d) of Regulation S-T.
---------------------------------------------------------------------------

    Two commenters supported the proposal to require 13(f) Confidential 
Treatment Requests to be filed electronically \70\ and one of these 
commenters stated that submitting these requests on paper can be time-
consuming and, at times, may be operationally challenging (e.g., during 
2020 as a result of COVID-19).\71\ These commenters agreed that 
electronic filings would relieve the burdens on managers of sending 
paper 13(f) Confidential Treatment Requests to the Commission. One of 
these commenters also stated that this proposal would save time, energy 
and money for filers and result in more efficient and secure 
filings.\72\
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    \70\ PIC Comment Letter; ICI Comment Letter.
    \71\ ICI Comment Letter (this commenter also requested 
additional amendments outside the scope of this rulemaking, such as 
requiring electronic filing of confidential treatment requests under 
other rules of the Investment Company Act).
    \72\ PIC Comment Letter.
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    Additionally, one commenter specifically supported using EDGAR for 
13(f) Confidential Treatment Requests and agreed that using the same 
filing system for both Form 13F and 13(f) Confidential Treatment 
Requests would be less burdensome for managers than requiring managers 
to use a different system for each filing.\73\ This commenter also 
stated that 13(f) Confidential Treatment Requests, including the 
justifications and related holdings information, should not be included 
on or attached to the publicly filed Form 13F, but should be filed as a 
separate file to provide the best protection against inadvertent 
publication by the filer or the Commission. Finally, this commenter 
supported electronic communication of the Commission's decisions 
pertaining to 13(f) Confidential Treatment Requests because providing 
electronic communication through both means (via EDGAR and email) would 
provide the best chance for the communication to be properly sent and 
received.
---------------------------------------------------------------------------

    \73\ PIC Comment Letter (also supporting giving filers the 
choice of using HTML or ASCII filing formats, but stating that there 
is no material difference in time or expense between the two).
---------------------------------------------------------------------------

    We continue to believe that requiring electronic filing of 13(f) 
Confidential Treatment Requests via EDGAR will provide significant 
benefits to managers and will both further the goals of section 13(f) 
(as noted above) and assist and expedite the Commission's review of 
such requests.\74\ As commenters observed, requiring 13(f) Confidential 
Treatment Requests to be filed on EDGAR, rather than an alternative 
system, would be less burdensome for managers that are already familiar 
with the process of making filings on EDGAR, and will allow the 
Commission to review all of a manager's holdings more efficiently since 
both public and confidential holdings will be filed on a single system. 
Additionally, as we stated in the Proposing Release, and one commenter 
agreed, 13(f) Confidential Treatment Requests should be filed as a 
separate, non-public filing from a manager's public Form 13F filing to 
avoid inadvertent public disclosure of confidential holdings.\75\ 
Finally, the Commission will communicate its decisions pertaining to 
13(f) Confidential Treatment Requests consistent with current practice 
and the requirements of rule 24b-2 and the Commission's Rules of 
Practice.\76\ Therefore, we are adopting as proposed the three 
amendments to Form 13F described in more detail below.\77\
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    \74\ See Proposing Release, supra footnote 2, at nn. 79-84 and 
accompanying text (also stating that electronic filing of 13(f) 
Confidential Treatment Requests could reduce the period of de facto 
confidential treatment that accrues pending review 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).
    \75\ See Proposing Release, supra footnote 2, at text following 
n.150.
    \76\ See rule 24b-2(d) under the Exchange Act [17 CFR 240.24b-
2(d)]; see also 17 CFR 201.431.
    \77\ In addition to the changes described above, Form 13F's 
Paperwork Reduction Act Information section will 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 amendments to Paperwork Reduction Act Information 
section of Form 13F.
---------------------------------------------------------------------------

     Instructions for Confidential Treatment Requests. We are 
amending the instructions to require that a 13(f) Confidential 
Treatment Request be filed electronically. Such requests will be made 
electronically via EDGAR as a separate, non-public filing.\78\ Requests 
also must include a confidential Form 13F report that is limited to the 
13(f) Securities holdings for which the manager is requesting 
confidential

[[Page 38950]]

treatment. The changes to the Instructions for Confidential Treatment 
Requests will also provide updated references to new paragraph (i) of 
rule 24b-2.\79\
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    \78\ 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 Instruction 2(e) for Confidential Treatment Requests of Form 
13F.
    \79\ See amendments to Form 13F. Additionally, as proposed, 
Instruction 2.e. will be amended to require the manager to ``provide 
justification for'' the period of time for which confidential 
treatment of the securities holdings is requested. Instruction 4 
also will 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. Conforming amendments will be made to Instruction 2.e. to 
implement the changes to Instruction 4.
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     Summary Page. As proposed, the summary page will include 
all the same information currently required but will be amended to 
require 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.\80\
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    \80\ See Summary Page of Form 13F; see also 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).
---------------------------------------------------------------------------

     Special Instructions. As proposed, new Special Instruction 
6(d) will 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.\81\
---------------------------------------------------------------------------

    \81\ We also are amending current Special Instruction 13 to 
remove the EDGAR filing type designation and revise current Special 
Instruction 13 to state that filers can consult the Commission's 
EDGAR Filer Manual for filing instructions. See Special Instruction 
12 of Form 13F. Current Special Instruction 13 of Form 13F will be 
renumbered to Special Instruction 12.
---------------------------------------------------------------------------

b. Amendments to Rule 24b-2
    We are adopting as proposed amendments to rule 24b-2 to include an 
additional paragraph governing the filing of confidential information 
required by section 13(f) of the Exchange Act.\82\ New paragraph (i) 
will 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.
---------------------------------------------------------------------------

    \82\ See new rule 24b-2(i) under the Exchange Act.
---------------------------------------------------------------------------

c. Amendments to Regulation S-T
    As proposed, we are amending Regulation S-T in connection with the 
mandatory electronic submission of 13(f) Confidential Treatment 
Requests. Rule 101(a) will be amended to add 13(f) Confidential 
Treatment Requests to the list of mandated electronic filings.\83\ 
Additionally, 13(f) Confidential Treatment Requests will be added to 
the list of requests for confidential treatment required to be 
submitted in electronic format in rule 101(d).\84\
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    \83\ See new rule 101(a)(1)(xxii) of Regulation S-T.
    \84\ See amendments to rule 101(d) of Regulation S-T. We are 
also making non-substantive conforming edits to rules 101(a)(1)(xxi) 
and conforming edits to rule 101(a)(3) of Regulation S-T.
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2. Other Amendments to Form 13F
a. Additional Identifying Information and Optional Use of FIGI
    We are adopting, as proposed, amendments to Form 13F that will 
require filers to provide additional identifying information. These 
amendments will require each Form 13F filer to provide its Central 
Registration Depository number (``CRD number'') and SEC file number, if 
any.\85\ 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.\86\ Additionally, 
as discussed in more detail below, we are adopting an amendment to Form 
13F that would allow managers to disclose, for each security reported 
on Form 13F, the security's FIGI in addition to its CUSIP number.\87\
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    \85\ See amendments to Special Instruction 4 of Form 13F. 
Current Special Instruction 5 will be renumbered to Special 
Instruction 4 of Form 13F.
    \86\ See supra footnote 55 (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 will 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 new Special Instruction 7 of Form 13F. Current Special 
Instruction 8 would be renumbered to Special Instruction 7 of Form 
13F.
    \87\ See amended Special Instruction 11(b)(iii) and column 3 of 
the Information Table of Form 13F. Current Special Instruction 12 
will be renumbered to Special Instruction 11 of Form 13F. A manager 
will have the option of reporting a FIGI in addition to a CUSIP 
number for some or all of its 13(f) Securities.
---------------------------------------------------------------------------

    One commenter supported the proposed amendments to require managers 
to provide additional identifying information, including their CRD and 
SEC file numbers, if any. The commenter agreed that this information 
would allow the Commission and other consumers of Form 13F data to more 
easily identify a Form 13F filer's other regulatory filings and the 
interrelationships between managers who share investment discretion 
over 13(f) Securities.\88\ The commenter also stated its belief that 
disclosing this information would not be unduly burdensome for 13F 
filers.\89\ Another commenter opposed this requirement, stating that 
the commenter did not see the need for filers to provide additional 
identifying information and adding that such a change could be 
burdensome for managers that have numerous related parties or sub-
advisers.\90\
---------------------------------------------------------------------------

    \88\ WhaleWisdom Comment Letter.
    \89\ WhaleWisdom Comment Letter.
    \90\ See Comment Letter of the Investment Adviser Association 
(Dec. 17, 2021) (``IAA Comment Letter'') (also stating that managers 
would need to adapt their operations to obtain CRD numbers and SEC 
file numbers from the other managers identified in their 13F reports 
and keep track of the new sets of numbers).
---------------------------------------------------------------------------

    We are adopting these amendments as proposed because these 
requirements will allow the Commission, investors, and other market 
participants to identify interrelationships between managers as well as 
a manager's other regulatory filings efficiently without undue burden. 
In particular, we believe the additional burdens associated with 
identifying numerous managers and sub-advisers, as one commenter 
raised,\91\ are not significant because the required identifying 
information is easily accessible to the reporting manager and we 
anticipate that managers could transmit and store this information 
easily using their existing systems. Furthermore, we believe that any 
additional burden associated with this requirement is justified because 
it will allow the Commission, investors, and other market participants 
to more easily identify the interrelationships among these numerous 
managers.\92\ We also believe that these amendments are consistent with 
the Commission's obligations under section 13(f)(4) 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.'' \93\
---------------------------------------------------------------------------

    \91\ IAA Comment Letter.
    \92\ See also WhaleWisdom Comment Letter.
    \93\ See Proposing Release, supra footnote 2, at text 
accompanying n.104.
---------------------------------------------------------------------------

    We also are modifying the proposal to provide managers flexibility 
to report an additional security identifier, specifically by 
permitting, but not requiring, the use of FIGI in addition to CUSIP. 
The Proposing Release requested comment on whether the Commission 
should allow managers to provide other security identifiers in addition 
to, or in lieu of, the CUSIP, such as the FIGI.\94\ Commenter responses 
were mixed. One commenter opposed a change to the CUSIP requirement 
because such a change would be burdensome and less

[[Page 38951]]

useful than the CUSIP.\95\ Another commenter supported providing 
managers with the option to use either CUSIP or an alternative 
identifier because of the licensing practices, fees and obligations 
related to CUSIP.\96\ Additionally, one commenter supported permitting 
managers to provide other identifiers such as FIGI for each security 
because the commenter believes that there is a need for a free open 
unique identifier for every security.\97\
---------------------------------------------------------------------------

    \94\ See Proposing Release, supra footnote 2, at text 
accompanying n.105.
    \95\ ABA and CUSIP Comment Letter.
    \96\ IAA Comment Letter.
    \97\ WhaleWisdom Comment Letter (also recommending allowing only 
one security identifier and using a free identifier such as the 
legal entity identifier, which is already used in N-PORT filings, as 
an alternative to FIGI).
---------------------------------------------------------------------------

    While the final rules will maintain the requirement to disclose 
CUSIP, we are persuaded by commenters that providing the flexibility of 
reporting an additional security identifier, along with CUSIP, would be 
appropriate.\98\ CUSIP numbers and FIGIs are both able to provide the 
unique identification of a reported security in a manner that is 
standard across datasets.\99\ Managers choosing to report using FIGI 
would provide the share class level FIGI which, like CUSIP, is standard 
across exchanges.\100\ We believe that providing managers with the 
option of reporting a FIGI, in addition the mandatory CUSIP number, for 
some or all of the manager's 13(f) Securities would enhance the utility 
of holdings data reported on Form 13F and the usefulness of such 
information to the Commission, other regulators, or members of the 
public and other market participants by allowing analysis based on FIGI 
where managers choose to report that identifier. For example, investors 
who analyze holdings data reported on Form 13F and that use FIGIs in 
their internal analyses could use the reported FIGIs without having to 
first convert a security's CUSIP number to a FIGI.
---------------------------------------------------------------------------

    \98\ Section 13(f)(1) requires managers to publicly disclose 
certain information regarding the manager's 13(f) Securities, 
including the CUSIP number of each security.
    \99\ FIGI is an open-sourced, non-proprietary, data standard for 
the identification of financial instruments across asset classes, 
including all 13(f) Securities. FIGI allows users to link various 
identifiers for the same security to each other, which includes 
mapping the FIGI of a security to its corresponding CUSIP number. 
See Object Management Group Standards Development Organization, 
Financial Instrument Global Identifier, available at https://www.omg.org/figi/.
    \100\ See About OpenFigi, available at https://www.openfigi.com/about (stating that the Share Class level FIGI is assigned to 
equities and enables users to link multiple FIGIs for the same 
instrument in order to obtain an aggregated view for that instrument 
across all countries globally).
---------------------------------------------------------------------------

    By contrast, under the final rules we are not amending the form to 
allow a manager to report the corresponding LEI of the issuer of such 
security as one commenter suggested.\101\ Because an LEI is an 
identifier of legal entities (such as issuers of 13(f) Securities), 
rather than an identifier of securities, it would not provide 
comparable information to a CUSIP number or a FIGI.\102\
---------------------------------------------------------------------------

    \101\ See supra footnote 96.
    \102\ See Introducing the Legal Entity Identifier (LEI), 
available at https://www.gleif.org/en/about-lei/introducing-the-legal-entity-identifier-lei (stating that the LEI ``connects to key 
reference information that enables clear and unique identification 
of legal entities participating in financial transactions'').
---------------------------------------------------------------------------

b. Instructions for Confidential Treatment Requests
    We are adopting as proposed 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.\103\ We did not receive comments on this proposed amendment. 
This amendment will 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.\104\
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    \103\ See amendments to Instruction 2.d for Confidential 
Treatment Requests of Form 13F. As is currently required under this 
instruction, the amendments will continue to require managers to 
show what use competitors could make of the information and how harm 
to the manager could ensue.
    \104\ 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'').
---------------------------------------------------------------------------

c. Technical Amendments to Form 13F
    We are also adopting as proposed certain technical amendments to 
Form 13F designed to account for the change in the required format of 
Form 13F submissions from the plain-text ASCII format to the XML-based 
structured data language in 2013.\105\ Specifically, we are adopting 
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.\106\ Additionally, we are adopting amendments to 
remove the requirement that filers, when reporting dollar values on 
Form 13F, omit the ``000.'' \107\ Furthermore, the amendments will 
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.\108\ Finally, the amendments will 
remove duplicative definitions and streamline certain sections to 
simplify Form 13F's instructions.\109\
---------------------------------------------------------------------------

    \105\ See Proposing Release, supra footnote 2, at n.113.
    \106\ See amendments to Special Instruction 8 of Form 13F. 
Current Special Instruction 9 would be renumbered to Special 
Instruction 8.
    \107\ See Proposing Release, supra footnote 2, at text 
accompanying n.116 (stating that, 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. Since column 
width is no longer an issue with the structured XML-based data 
language, this change will reduce filer mistakes and data 
inaccuracies).
    \108\ These character limits are imposed by 17 CFR 232.305 [rule 
305 of Regulation S-T].
    \109\ See amendments to General Instruction 3. We are also 
deleting Special Instruction 2 and renumber the remainder of the 
Special Instructions accordingly. Additionally, we are amending 
newly renumbered Special Instructions 2, 6, 7, and 10 of Form 13F. 
Finally, we are streamlining the discussion in the Paperwork 
Reduction Act Section of Form 13F.
---------------------------------------------------------------------------

    Two commenters supported requiring filers to round all dollar 
values listed on Form 13F to the nearest dollar and remove the 
requirement to omit ``000.'' \110\ One of these commenters observed 
that the rounding requirement has caused inconsistencies in filings, 
and added that incorrect or inconsistent rounding is one of the most 
common filing errors on Form 13F because many filers already round to 
the nearest dollar.\111\ Conversely, one commenter opposed the changes 
to the rounding conventions of the form because the commenter is not 
aware of data inaccuracies resulting from current reporting 
requirements and therefore believes that the implementation costs to 
change the conventions would outweigh any marginal benefit from these 
changes.\112\
---------------------------------------------------------------------------

    \110\ WhaleWisdom Comment Letter; ICI Comment Letter.
    \111\ WhaleWisdom Comment Letter.
    \112\ IAA Comment Letter.
---------------------------------------------------------------------------

    As we noted in the Proposing Release, our staff has observed 
instances of data errors resulting from incorrect rounding.\113\ 
Additionally, we continue to believe that these amendments will 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.

[[Page 38952]]

Moreover, we believe the costs associated with these amendments will be 
limited and any additional costs associated with these amendments will 
be justified by the enhanced accuracy of Form 13F data. Therefore, we 
are adopting the technical amendments to Form 13F described above as 
proposed.\114\
---------------------------------------------------------------------------

    \113\ See Proposing Release, supra footnote 2, at text 
accompanying n.120.
    \114\ The Commission has determined that the amendments to Form 
13F are appropriate in the public interest and for the protection of 
investors. See supra footnote 51 and accompanying text.
---------------------------------------------------------------------------

D. Effective and Compliance Dates

    We are adopting largely as proposed a six-month transition period 
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 transition period will 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 received no comment on the proposed 
transition period.
    Therefore, for the amendments related to Advisers Act Applications, 
Form ADV-NR, and the electronic filing requirements of 13F Confidential 
Treatment Requests, we are adopting a compliance date of six months 
after these amendments' effective date as proposed. With respect to the 
amendments to Form 13F, the Commission is delaying the effective date 
of those amendments until January 3, 2023.\115\ We believe it is 
important that all managers begin reporting on the amended version of 
Form 13F simultaneously in order to maintain the consistency of the 
data reported on Form 13F during the transition period. This approach 
would also allow the Commission and other users of Form 13F data to 
more efficiently identify the point in time in which a manager begins 
using the amended Form 13F.
---------------------------------------------------------------------------

    \115\ A manager must use the amended Form 13F for any filing 
made after the amendments become effective, regardless of whether 
the manager is filing an initial quarterly report on Form 13F or an 
amendment to a previously filed Form 13F filing.
---------------------------------------------------------------------------

III. Other Matters

    Pursuant to the Congressional Review Act, the Office of Information 
and Regulatory Affairs has designated these rules as not a ``major 
rule'' as defined by 5 U.S.C. 804(2). If any of the provisions of these 
rules, or the application thereof to any person or circumstance, is 
held to be invalid, such invalidity shall not affect other provisions 
or application of such provisions to other persons or circumstances 
that can be given effect without the invalid provision or application.

IV. Economic Analysis

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

    The Commission is sensitive to the potential economic effects of 
the final 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 ``final amendments''). The economic 
effects include the potential benefits and costs of the final 
amendments, as well as any effects on efficiency, competition, and 
capital formation.\116\
---------------------------------------------------------------------------

    \116\ Section 3(f) of the Exchange Act, section 2(c) of the 
Company Act, and section 202(c) of the Advisers Act provide that 
when engaging in rulemaking that requires the Commission to consider 
or determine whether an action is necessary or appropriate or 
consistent with the public interest, to also consider, in addition 
to the protection of investors, whether the action will promote 
efficiency, competition, and capital formation. Section 23(a)(2) of 
the Exchange Act also requires the Commission to consider the effect 
that the rules would have on competition, and prohibits us from 
adopting any rule that would impose a burden on competition not 
necessary or appropriate in furtherance of the Exchange Act.
---------------------------------------------------------------------------

    The Commission is adopting 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; to provide managers with 
more flexibility in identifying 13(f) Securities; and to modernize the 
Commission's records management processes.
    With respect to the filing of applications for orders under the 
Advisers Act, the final amendments will:
     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 as 
exhibits to applications;
     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 final amendments will:
     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, 
the summary page, and the information table of Form 13F;
     Allow managers to disclose, for any security reported on 
Form 13F, the security's FIGI in addition to its CUSIP number.
     Eliminate duplicative definitions and streamline certain 
sections to simplify Form 13F's instructions.
    In addition, we are adopting final amendments as proposed requiring 
that Form ADV-NR, which is currently filed in paper, be filed 
electronically through the IARD system. Some of the amendments we are 
adopting are technical in nature and we do not expect them to have 
significant economic effects.\117\
---------------------------------------------------------------------------

    \117\ 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. In addition, we do 
not believe that requiring non-resident general partners and non-
resident managing agents to amend their Form ADV-NR within 30 days 
whenever any information in the form becomes inaccurate by filing 
with the Commission a new Form ADV-NR will have significant economic 
consequences as they are likely to result in minimal costs or 
benefits.
---------------------------------------------------------------------------

    We have sought, where possible, to quantify the economic effects of 
the final amendments. However, the effects of the final amendments 
depend on a number of factors, some of which we cannot quantify, such 
as the value to

[[Page 38953]]

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 final 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, and managers required to file Form 13F. In this 
section, we describe each of these baseline components.
    The final amendments with respect to applications for orders under 
the Advisers Act will 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, 2021, there were approximately 14,815 
registered investment advisers and 5,074 exempt reporting 
advisers.\118\ In addition, as of December 31, 2021, there were 
approximately 17,307 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.\119\
---------------------------------------------------------------------------

    \118\ We calculate these estimates using the last Form ADV 
filing for each adviser in the 15 months prior to Jan. 1, 2021. 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.
    \119\ Foreign private advisers do not file Form ADV. Therefore, 
the Commission does not have information on the number of foreign 
private advisers.
---------------------------------------------------------------------------

    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.\120\ Applications are ultimately routed to the Commission'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.\121\ These 
applications for orders available online 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.\122\ The 
table shows that initial applications for orders under the Advisers Act 
are uncommon relative to applications for orders under the Investment 
Company Act.
---------------------------------------------------------------------------

    \120\ See supra footnote 17 (describing Commission internal 
process for receiving and reviewing Advisers Act applications).
    \121\ 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.
    \122\ 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
----------------------------------------------------------------------------------------------------------------
                                                       2018            2019            2020            Total
----------------------------------------------------------------------------------------------------------------
Advisers Act Initial Applications...............               3               7              18              28
Investment Company Act Initial Applications.....              97              70             104             271
----------------------------------------------------------------------------------------------------------------

    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.\123\
---------------------------------------------------------------------------

    \123\ See infra note 1 of Table 3.
---------------------------------------------------------------------------

    The final amendments will 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.\124\ The 
Commission received 53 Form ADV-NR filings during calendar year 2019, 5 
filings during calendar year 2020, and 4 filings during calendar year 
2021. We estimate that it currently costs $75 to file Form ADV-NR.\125\ 
These amendments will also affect the Commission to the extent the 
amendments alter how the Commission receives and processes Form ADV-NR 
filings.
---------------------------------------------------------------------------

    \124\ See supra section II.B.
    \125\ See infra footnote 175.
---------------------------------------------------------------------------

    The final amendments with respect to 13(f) Confidential Treatment 
Requests and Form 13F will 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 2018-2020, only 0.82% 
(585/71,424) of Form 13F filings included confidential treatment 
requests.

                                                     Table 2
----------------------------------------------------------------------------------------------------------------
                                                       2018            2019            2020            Total
----------------------------------------------------------------------------------------------------------------
Form 13F filings................................          20,356          21,864          29,204          71,424
13(f) Confidential Treatment Requests...........             191             190             204             585
----------------------------------------------------------------------------------------------------------------


[[Page 38954]]

    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.\126\ Members of the public 
can easily access Form 13F information in a timely manner via the EDGAR 
system.
---------------------------------------------------------------------------

    \126\ See, e.g., Paul A. Gompers & Andrew Metrick, Institutional 
Investors and Equity Prices, 116 Q.J. Econ. 229 (2001); Zhen Shi, 
The Impact of Portfolio Disclosure on Hedge Fund Performance, 126 J. 
Fin. Econ. 36 (2017).
---------------------------------------------------------------------------

    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 \127\:
---------------------------------------------------------------------------

    \127\ 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'').
---------------------------------------------------------------------------

     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.\128\
---------------------------------------------------------------------------

    \128\ See supra footnote 68.
---------------------------------------------------------------------------

    We are not able to estimate precisely the aggregate cost of filing 
13F Confidential Treatment Requests for two reasons.\129\ 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.
---------------------------------------------------------------------------

    \129\ In 2019, the Commission received a total of 190 13(f) 
Confidential Treatment Requests (CTR), of which 132 were submitted 
based on the personal holdings 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 125) 
claimed that the annual cost of filing quarterly Forms 13F and 13(f) 
CTR for a typical single family office ranges from $20,000 to 
$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 personal holdings exception, 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 6 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 final amendments, implying estimated costs, 
for PRA purposes, of $6,082,660 = $19,816,569 - $13,733,909 
associated with the final amendments to Form 13F.
---------------------------------------------------------------------------

    With respect to the identification of securities reported on Form 
13F, under Section 13(f) of the Exchange Act, managers must identify 
each reported security with its CUSIP number.\130\ In addition to Form 
13F requirements, some managers are subject to other Commission 
requirements that require the reporting of CUSIP numbers.\131\ The 
Commission does not currently require the use of FIGIs to identify 
securities on Form 13F or other forms.\132\ Data users that subscribe 
to market data feeds that include FIGIs--such as data feeds provided by 
FINRA, NASDAQ, FactSet, Bloomberg, and FTSE--currently ingest FIGIs 
into their data systems.\133\
---------------------------------------------------------------------------

    \130\ See Section 13(f)(1) of the Exchange Act [15 U.S.C. 
78m(f)(1)], supra footnote 49; see also column 3 of the Information 
Table of Form 13F. CUSIP numbers are provided by CUSIP Global 
Services, a subsidiary of FactSet Research Systems Inc., a financial 
data company, under a license from the American Bankers Association, 
an industry association. See CGS History, CUSIP Global Servs., 
available at https://www.cusip.com/about/history.html. The use 
(i.e., the access, storage, maintenance, processing or other use) of 
CUSIP numbers by most entities is subject to annual license fees. 
See CGS License Structure for End User Customers, CUSIP Global 
Servs., available at https://www.cusip.com/services/license-fees.html#/licenseStructure.
    \131\ For example, managers that disclose beneficial ownership 
of a security on Schedule 13D or Schedule 13G must identify that 
security with its CUSIP number. See 17 CFR 240.13d-101, 240.13d-102.
    \132\ FIGIs for 13(f) Securities are provided by Bloomberg L.P., 
a financial data company and competitor of FactSet Research Systems 
Inc., in its role as one of two Certified Providers designated by 
the Object Management Group, an industry standards consortium that 
governs the FIGI system. See About: Facilitators, OpenFIGI, 
available at https://www.openfigi.com/about/facilitators see also 
Object Mgmt. Grp., Financial Instrument Global Identifier (FIGI) 
v1.0 Sec.  B.3 (Nov. 2015), available at https://www.omg.org/spec/FIGI/1.0/PDF. Bloomberg L.P. is also the sole Registration Authority 
designated by the Object Management Group to keep the comprehensive 
inventory of all registered FIGIs. See About: Symbology, OpenFIGI, 
available at https://www.openfigi.com/about/symbology. Because FIGI 
is an open standard, its use (e.g., its access, storage, assignment, 
distribution) does not entail fees or license restrictions. See id.
    \133\ See About: Facilitators, OpenFIGI, available at https://www.openfigi.com/about/facilitators.
---------------------------------------------------------------------------

C. Economic Effects

    This section discusses the benefits and costs of the final 
amendments, as well as their potential effects on efficiency, 
competition, and capital formation. Because some of the final 
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 final amendments, we discuss those 
benefits or costs together instead of repeating such discussion for 
each final 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 final 
rule will be to require that these filings instead be submitted 
electronically. Electronic submission will increase the speed and 
accuracy with which Commission staff receives and initially processes 
submissions, potentially improving regulatory oversight.\134\ The 
current process

[[Page 38955]]

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 will 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.\135\ 
Finally, electronic filings will 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.
---------------------------------------------------------------------------

    \134\ Under the final rule, the format requirement for 
electronic filings on EDGAR will be dictated by the EDGAR Filer 
Manual, which allows for HTML or ASCII submissions. See 2021 EDGAR 
Filer Manual, supra footnote, 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 III 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.
    \135\ See supra footnote 12 for a discussion of our experience 
with similar transitions to electronic filings.
---------------------------------------------------------------------------

    Electronic submissions will 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 are passed along to investors, investors will 
benefit indirectly as well. Overall, we expect that such cost 
reductions and any resulting savings to investors will be minimal.\136\
---------------------------------------------------------------------------

    \136\ See infra footnotes 142 and 143.
---------------------------------------------------------------------------

    With respect to applications for orders under the Advisers Act 
specifically, because electronic submissions will 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 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.\137\ The final amendments will benefit future applicants 
and the Commission by making such applications more quickly available.
---------------------------------------------------------------------------

    \137\ See supra footnote 17.
---------------------------------------------------------------------------

    We expect that the final amendments regarding applications for 
orders under the Advisers Act and the Investment Company Act will 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 will 
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 will be in the same system, 
so users will need to learn how to access only one system to obtain 
relevant information related to an exemptive application.
    Additionally, the final 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.\138\ Thus, 
the final 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 final 
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 will result in direct cost savings for the applicants. 
As detailed in section IV, we estimate that the reduction in cost 
represents approximately one percent of the cost of preparing an 
application.\139\
---------------------------------------------------------------------------

    \138\ 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.
    \139\ See infra footnote 164.
---------------------------------------------------------------------------

    We expect that the final amendments to rule 13f-1 and Form 13F will 
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 can 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 final amendments that require each Form 13F and Form 
13F-NT filer to provide additional identifying information will 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 can identify additional sources of market information for 
the public that increase their understanding of markets and enhance 
their ability to make informed investment decisions.\140\
---------------------------------------------------------------------------

    \140\ See supra footnotes 85 and 86.
---------------------------------------------------------------------------

    Third, the final 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.\141\ Two commenters agreed that the technical 
amendments will benefit filers by reducing data errors.\142\
---------------------------------------------------------------------------

    \141\ See supra footnote 112.
    \142\ See ICI Comment Letter; WhaleWisdom Comment Letter.
---------------------------------------------------------------------------

    Finally, the amendments that permit managers to report a security's 
FIGI on Form 13F in addition to its CUSIP number should, in those cases 
where 13F filers choose to include FIGI, benefit users of 13F data by 
providing an additional security identification method to supplement 
the CUSIP number (as well as the title and issuer name of the 
security).\143\ Form 13F data

[[Page 38956]]

users could benefit from certain features of FIGIs, including the 
ability to use FIGIs without fees or restrictions.\144\
---------------------------------------------------------------------------

    \143\ Users of Form 13F data include corporate issuers, 
investors and investment managers (including those subject to Form 
13F filing requirements), financial analysts, market researchers, 
Commission staff and others. A more detailed discussion of the 
present uses and users of Form 13F data is contained in the 
Commission's 2020 proposing release regarding the modification of 
Form 13F reporting thresholds. See 2020 Form 13F Proposal, supra 
footnote 52, at 46023.
    \144\ See supra footnote 98. As another example, because each 
security has a single FIGI for its entire lifetime, regardless of 
any corporate action such as a reverse stock split, the tracking of 
securities over time may be easier with FIGIs than with CUSIP 
numbers. See Allocation Rules for the Financial Instrument Global 
Identifier Standard Version 29.7 (Mar. 2022), available at https://www.openfigi.com/assets/local/figi-allocation-rules.pdf (``A FIGI is 
never reused and remains with the instrument in perpetuity. A FIGI 
does not change as a result of any corporate action.''); see also 
CUSIP Global Servs., CUSIP Permanence FAQ (July 2021), available at 
https://www.cusip.com/index.html (follow link for ``frequently asked 
questions about CUSIP Permanence'') (noting that ``. . . a new CUSIP 
will continue to be assigned for reverse stock splits and forward 
stock splits with a mandatory exchange of shares.'').
---------------------------------------------------------------------------

2. Costs
    Requiring electronic submission of applications for orders under 
the Advisers Act can result in costs to applicants, including those 
associated with filing a Form ID for the first time 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.\145\
---------------------------------------------------------------------------

    \145\ See infra footnote 156.
---------------------------------------------------------------------------

    Similarly, non-resident general partners and non-resident managing 
agents of investment advisers, who currently file Form ADV-NR as a 
paper filing submission, may 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 will 
be minimal.\146\
---------------------------------------------------------------------------

    \146\ See infra section V.B.1, noting that we estimate that 
there will be no change to our current internal burden estimate that 
Form ADV-NR requires an average of one hour to complete.
---------------------------------------------------------------------------

    The final amendments can result in additional costs associated with 
electronically filing 13(f) Confidential Treatment Requests. 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 
final amendments will 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.\147\
---------------------------------------------------------------------------

    \147\ See infra footnote 181.
---------------------------------------------------------------------------

    The final amendments to Form 13F will also impose costs on managers 
because they will 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 page, the summary page, and 
the information table.\148\ One commenter stated that these amendments 
may entail operational challenges and would be costly as a result, 
especially for smaller advisers.\149\ While the commenter did not 
detail the kinds of operational challenges the amendments may create, 
we anticipate that filers will incur costs to update existing systems 
to implement these changes. However, we continue to believe that the 
costs associated with these amendments will be limited for most filers 
as these changes involve changing only the formatting of information 
that is already being produced.
---------------------------------------------------------------------------

    \148\ See supra footnote 111.
    \149\ See IAA Comment Letter.
---------------------------------------------------------------------------

    In addition, managers may incur some costs to provide additional 
identifying information. One commenter stated that this could be 
burdensome for managers that have numerous related parties or sub-
advisers, as they will need to adapt their operations to obtain CRD 
numbers and SEC file numbers from the other managers identified in 
their 13F reports and keep track of the new sets of numbers.\150\ We 
believe that even for managers with numerous related parties or sub-
advisers, these costs will be limited, as CRD numbers and SEC file 
numbers are simple pieces of information that we anticipate filers 
could transmit and store easily using existing systems. One commenter 
supported this belief, stating that the requirement of additional 
identifying information would not be unduly burdensome for 13F 
filers.\151\
---------------------------------------------------------------------------

    \150\ See IAA Comment Letter, supra footnote 90, and 
accompanying text.
    \151\ See WhaleWisdom Comment Letter, supra footnote 89.
---------------------------------------------------------------------------

    The Commission does not expect that permitting managers to identify 
securities on Form 13F with FIGIs in addition to CUSIP numbers will 
impose any costs on managers relative to the baseline. Under the final 
amendments, managers will continue to report CUSIP numbers for each 
security they report on Form 13F. Managers that choose to report FIGIs 
in addition to CUSIP numbers on Form 13F would only be doing so at 
their option. Similarly, the Commission does not expect users of Form 
13F data to incur any costs from the acceptance of FIGIs as an optional 
addition to CUSIP numbers on Form 13F.\152\
---------------------------------------------------------------------------

    \152\ A more detailed discussion of the present uses and users 
of Form 13F data is contained in the Commission's 2020 proposing 
release regarding the modification of Form 13F reporting thresholds. 
See 2020 Form 13F Proposal, supra footnote 52, at 46023.
---------------------------------------------------------------------------

    Estimates of direct compliance costs for the final amendments to 
Form 13F are further discussed in Section V.D.
3. Efficiency, Competition, and Capital Formation
    Generally, because most of the final 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 final 
amendments on efficiency, competition, and capital formation.
    As discussed above, the final amendments regarding applications for 
orders under the Advisers Act can 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 can result in more efficient decisions by investors 
with respect to how they select their investment advisers.
    Similarly, as discussed above, the final 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, as well as the 
option for filers to provide FIGIs in addition to CUSIP numbers on 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 final amendments, we considered several 
alternatives to the final amendments that retain the central 
requirement that filings that are currently filed on paper be filed 
electronically, but they differ with

[[Page 38957]]

respect to how the filings would be made. This section discusses these 
alternatives.
1. Alternative Filing System for Advisers Act Orders
    The final amendments will 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 II.A.2 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 are adopting the final amendments making 
mandatory electronic submissions of Advisers Act applications on EDGAR 
for several reasons.\153\ First, we believe the cost to advisers will 
be relatively low because the final amendments will 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 will 
allow for applications under the Investment Company Act and the 
Advisers Act to be filed jointly, reducing filing cost.
---------------------------------------------------------------------------

    \153\ See ICI Comment Letter, supra footnote 21.
---------------------------------------------------------------------------

2. Alternative Filing System for 13(f) Confidential Treatment Requests
    The final amendments will 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.\154\
---------------------------------------------------------------------------

    \154\ See supra footnote 126 and accompanying text.
---------------------------------------------------------------------------

    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.\155\ 
Additionally, because 13(f) Confidential Treatment Requests will be 
viewable on the same system as a manager's public Form 13F filing, the 
Commission will be able to review all of a manager's holdings 
efficiently.
---------------------------------------------------------------------------

    \155\ See supra footnote 72 and accompanying text.
---------------------------------------------------------------------------

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.\156\
---------------------------------------------------------------------------

    \156\ One commenter agreed, stating that 13(f) Confidential 
Treatment Requests, including the justifications and related 
holdings information, should not be included on or attached to Form 
13F, but should be filed as a separate file, which would provide the 
best protection against inadvertent publication by either the 
Commission or the filer. See PIC Comment Letter.
---------------------------------------------------------------------------

4. Alternative Security Identifier Requirement
    Rather than requiring managers to identify securities on Form 13F 
with CUSIP numbers while permitting managers to provide the FIGIs for 
those securities as well, we considered permitting managers to identify 
securities on Form 13F with either CUSIP numbers or FIGIs. However, we 
believe that this alternative could create a burden for some users of 
13(f) data. Because 13(f) Securities could be reported using their 
CUSIP numbers or their FIGIs under this alternative, any Form 13(f) 
data users who wished to use the same security identification code 
(i.e., CUSIP number or FIGI) for all 13(f) Securities would be required 
to convert any reported CUSIP numbers to FIGIs, or vice versa. Finding 
the FIGI associated with a security's CUSIP number can be done for 
free, but given the length of many Form 13F filings, some data users 
would seek to perform such conversion in bulk on a programmatic basis 
rather than manually. Such bulk conversion could be done 
programmatically using a free API on the OpenFIGI web page, but data 
users that had not already integrated FIGIs into their systems would 
incur an initial time burden of preparing the database and creating the 
query to leverage the free mapping API. In addition, with respect to 
any data users that chose to continue storing CUSIP numbers in their 
systems rather than integrate FIGIs, those data users would be subject 
to license-based fees and restrictions associated with converting FIGIs 
(or other security identifiers such as ticker symbols) to CUSIPs in 
bulk. Therefore, we elected to adopt an approach that, allows managers 
to provide FIGIs for some or all of their 13(f) Securities, while 
continuing to require managers to provide CUSIP numbers for all of 
their 13(f) Securities, to avoid this potential burden on some 13(f) 
data users.

V. Paperwork Reduction Act

    The rule and form amendments contain ``collections of information'' 
within the meaning of the Paperwork Reduction Act of 1995 
(``PRA'').\157\ We are submitting the proposed collections of 
information to the Office of Management and Budget (``OMB'') for review 
in accordance with the PRA.\158\ The titles for the collections of 
information we are amending are:
---------------------------------------------------------------------------

    \157\ 44 U.S.C. 3501 through 3521.
    \158\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.

---------------------------------------------------------------------------

[[Page 38958]]

(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 amending 
the collections of information entitled (i) ``Form ID'' (OMB Control 
No. 3235-0328),\159\ 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. We did not receive any comments on the PRA 
analysis. We updated some estimates from the proposal to reflect more 
recent data.\160\
---------------------------------------------------------------------------

    \159\ The Commission estimates that each year only one applicant 
for an order under any provision of the Advisers Act will 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 will 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 will need to file Form 
ID. We estimate that only one applicant for an order under any 
provision of the Advisers Act will 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 will 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.
    \160\ See Proposing Release, supra footnote 2.
---------------------------------------------------------------------------

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. We are adopting amendments to rule 0-4.\161\ Final rule 0-4 
will 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. Final rule 0-4 will 
eliminate the requirements to have verifications of applications and 
statements of fact made in connection with applications notarized and 
will eliminate the requirement that applications include proposed 
notices as exhibits to applications. In addition, final rule 0-4 will 
specify that paper submissions must be addressed to the Secretary of 
the Commission, remove the reference to microfilming, and clarify the 
wording related to duplicate original copies of paper applications.
---------------------------------------------------------------------------

    \161\ Id.
---------------------------------------------------------------------------

    Respondents to the collection of information are applying for 
orders of the Commission under 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 are necessary and 
appropriate, in the public interest and consistent with the protection 
of investors and the intended purposes of the Advisers 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. 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.
1. Burden Estimate for Rule 0-4
    We estimate the same burdens for rule 0-4 as proposed.\162\ Most of 
the work of preparing an application is performed by outside counsel 
and, therefore, imposes no time burden on the respondents.\163\ 
Nevertheless, the Commission continues to estimate one annual internal 
burden hour for administrative purposes. We do not believe that the 
amendments will change the burden on applicants. Likewise, we do not 
believe that the amendments will change the number of such applications 
that are filed annually. Therefore, because there will continue to be 
no time burden on the respondents, we believe that the one annual 
internal burden hour for administrative purposes remains appropriate.
---------------------------------------------------------------------------

    \162\ See Proposing Release, supra footnote 2.
    \163\ For the previously approved estimates, see ICR Reference 
No. 201908-3235-002 (conclusion date Mar. 25, 2020), available at 
https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=201908-3235-002.
---------------------------------------------------------------------------

    Although we expect the amendments will decrease the external cost 
burden for respondents as a practical matter, our estimated external 
cost burden will increase due to using updated data for baseline 
costs.\164\ The amendments will 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. It represents an hour to the 
applicant, so elimination of the notarization requirement would reduce 
the external cost burden only by a negligible amount. The amendments 
will require that paper submissions under rule 0-4 be addressed to the 
Secretary of the Commission, remove the reference to microfilming, and 
clarify the wording related to duplicate original copies of paper 
applications. In the proposal, we discussed that these amendments would 
decrease the applicants' burdens, but upon further analysis, we do not 
believe that adding the Secretary of the Commission to the address, 
removing a reference to microfilming, and clarifying wording concerning 
duplicate original copies of paper applications will change any 
external cost burdens for applicants.\165\ The amendments will 
eliminate the requirement that applicants include proposed notices as 
exhibits to applications, which will reduce external costs for 
applicants. 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 one 
percent of the external cost of preparing an application.\166\ We 
estimate that the total reduction in the external costs will be 
approximately $4,091.\167\ However, as discussed in the table below, we 
estimate that the baseline external costs will increase; therefore, 
although the amendments will decrease external costs, our estimated 
external cost burden will increase, taking into account the increased 
baseline. The tables below detail and summarize the annual burden 
estimates for final rule 0-4.
---------------------------------------------------------------------------

    \164\ The previously approved annual external cost burden is 
$392,500.
    \165\ See Proposing Release, supra footnote 2.
    \166\ See 2008 IC Applications Release, supra footnote 12.
    \167\ The total external cost burden reduction of one percent 
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.

[[Page 38959]]



                                                     Table 3--Annual External Cost Burden Estimates
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   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
--------------------------------------------------------------------------------------------------------------------------------------------------------
Advisers Act Exemptive Applications.  Well Precedented            \4\ $14,182          $(141)           $14,041           x            3         $42,123
                                       Applications.
                                      Medium Complexity                48,282           (483)            47,799           x            3         143,397
                                       Applications.
                                      High Complexity                 221,909         (2,219)           219,690           x            1         219,690
                                       Applications.
                                     -------------------------------------------------------------------------------------------------------------------
    Annual external cost burden.....  .......................  ..............  ..............  ................  ............  .........         405,210
--------------------------------------------------------------------------------------------------------------------------------------------------------
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 preparing a proposed notice by outside counsel represents approximately one percent of the cost of preparing an application.
\3\ Based on our experience, we estimate that the Commission annually receives three well-precedented applications, three applications of medium
  complexity, and one high complexity application.
\4\ The cost that 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. We have adjusted these numbers to reflect changes in prices from the previously approved estimates based on the U.S. Bureau of Labor
  Statistic's CPI Inflation calculator. We estimate that the Commission receives one highly complex, time-consuming application annually, three
  applications of medium complexity, and three of the least complex applications subject to rule 0-4. There are no ongoing expenses.


            Table 4--Summary of the Annual Number of Responses, Time Burden, and External Cost Burden
----------------------------------------------------------------------------------------------------------------
                                                                                    Previously
                           Description                               Requested       approved         Change
----------------------------------------------------------------------------------------------------------------
Responses.......................................................               7               7               0
Time burden (Hours).............................................               1               1               0
External Cost Burden (Dollars)..................................        $405,210        $392,500         $12,710
----------------------------------------------------------------------------------------------------------------

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. 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. 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. Non-resident general partners and non-resident managing agents of 
both SEC-registered investment advisers and exempt reporting advisers 
must file Form ADV-NR to designate the Secretary as the non-resident 
general partner's or non-resident managing agent's agent for service of 
process.\168\ They must submit Form ADV-NR in connection with the 
adviser's initial Form ADV submission or within 30 days of becoming a 
non-resident.\169\
---------------------------------------------------------------------------

    \168\ Non-resident investment advisers comply with rule 0-2 by 
executing 17 CFR 279.1 (Form ADV). This burden estimate is 
incorporated into a separate burden estimate for Form ADV.
    \169\ 17 CFR 279.4, 17 CFR 297.1.
---------------------------------------------------------------------------

    We are adopting amendments to Form ADV-NR as proposed.\170\ The 
amendments will require an investment adviser's non-resident general 
partners and non-resident managing agents to file Form ADV-NR 
electronically through IARD. Form ADV-NR filers will be able to meet 
this filing requirement without needing any specialized software or 
hardware. No fee will be assessed for filing Form ADV-NR through IARD. 
The final rule will 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.
---------------------------------------------------------------------------

    \170\ See Proposing Release, supra footnote 2.
---------------------------------------------------------------------------

    The respondents to this information collection are each non-
resident general partner or non-resident managing agent of both SEC-
registered investment advisers and exempt reporting advisers. The 
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
    We are updating the burden estimates from the proposal to reflect 
more recent data.\171\ We continue to estimate that final Form ADV-NR 
will require an average of one hour to complete, which is the same as 
the previously approved estimate and the proposal.\172\
---------------------------------------------------------------------------

    \171\ See Proposing Release, supra footnote 2.
    \172\ For the previously approved estimates, see ICR Reference 
No. 202004-3235-022 (conclusion date Sept. 28, 2020), available at 
https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202004-3235-022.

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[[Page 38960]]

We are using more recent data to estimate the number of responses as 
compared to the previously approved estimates and the proposal.\173\ 
Taking into account more recent data from 2019 to 2021, the Commission 
received an average of 21 Form ADV-NR filings per year, which 
represents a decrease of 32 responses from the previously approved 53 
responses.\174\ Accordingly, as each response takes an average of one 
hour to complete, we estimate that the aggregate annual time burden for 
Form ADV-NR will be 21 hours, which represents a decrease of 32 hours 
from the previously approved burden of 53 hours.\175\
---------------------------------------------------------------------------

    \173\ See Proposing Release, supra footnote 2 (using data from 
2018 through 2020).
    \174\ (53 filings in 2019 + 5 filings in 2020 + 4 filings in 
2021 = 62 filings)/3 years = an average of 20.66 filings a year, 
rounded to 21 filings a year.
    \175\ (21 annual responses x 1 hour per response = an aggregate 
annual time burden of 21 hours.)
---------------------------------------------------------------------------

    In proposing amendments to Form ADV-NR in 2021, the Commission 
estimated the monetized cost burden using wage estimates for 2021.\176\ 
We are updating the estimated monetized cost burden to reflect more 
recent wage estimates for 2022.\177\ Form ADV-NR filers will 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 $77 per 
hour, and the hourly wage for general clerks to be $68 per hour. For 
each burden hour, compliance clerks will perform an estimated 0.75 
hours, and general clerks also will perform an estimated 0.25 hours. 
Therefore, we estimate the monetized time burden per response to be 
$75,\178\ for an aggregate monetized time burden of $1,575.\179\ This 
represents a decrease of $2,082 from the previously approved monetized 
time burden of $3,657.
---------------------------------------------------------------------------

    \176\ See Proposing Release, supra footnote 2.
    \177\ The Commission's estimates of the relevant wage rates are 
based on salary information for the securities industry compiled by 
the Securities Industry and Financial Markets Association's Office 
Salaries in the Securities Industry 2013. The estimated figures are 
modified by firm size, employee benefits, overhead, and adjusted to 
account for the effects of inflation. See Securities Industry and 
Financial Markets Association, Report on Management & Professional 
Earnings in the Securities Industry 2013.
    \178\ (0.75 hours per compliance clerk x $77 an hour) + (0.25 
hours per general clerk x $68 an hour) = $74.75, rounded to $75.
    \179\ $75 per adviser x 21 advisers = $1,575.
---------------------------------------------------------------------------

    We continue to estimate that there will be no external cost burden, 
as previously approved and as proposed. The amendments will require an 
investment adviser's non-resident general partners and non-resident 
managing agents to file Form ADV-NR electronically through IARD. Form 
ADV-NR filers will be able to meet this filing requirement without 
needing any specialized software or hardware. No fee will be assessed 
for filing Form ADV-NR through IARD.

 Table 5--Summary of the Aggregate Annual Number of Responses, Time Burden, Monetized Time Burden, and External
                                                   Cost Burden
----------------------------------------------------------------------------------------------------------------
                                                                                    Previously
                           Description                               Requested       approved         Change
----------------------------------------------------------------------------------------------------------------
Number of Responses.............................................              21              53            (32)
Time Burden (hours).............................................              21              53            (32)
Monetized Time Burden (Dollars).................................          $1,575          $3,657        $(2,082)
External Cost Burden (Dollars)..................................              $0              $0              $0
----------------------------------------------------------------------------------------------------------------

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.\180\ 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 therefore 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.
---------------------------------------------------------------------------

    \180\ 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.
---------------------------------------------------------------------------

    As proposed, we are adopting amendments to 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.\181\
---------------------------------------------------------------------------

    \181\ See supra section V.B.
---------------------------------------------------------------------------

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

[[Page 38961]]

revising the current burden or cost estimates for Form ADV.

D. Amendments to Form 13F

    In our most recent PRA submission for Form 13F, we estimated a 
total hour burden of 67,242 hours, with an internal cost burden of 
$13,733,909, and an external cost burden of $4,846,374.\182\ The table 
below summarizes 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.\183\ We continue to 
believe that our amendments to Form 13F will not pose additional 
external cost burdens. We also continue to believe that our amendments 
to the process for filing 13(f) Confidential Treatment Requests will 
not change the burden of filing Form 13F Reports with the 
Commission.\184\
---------------------------------------------------------------------------

    \182\ This estimate is based on the last time the rule's 
information collection was submitted for PRA renewal in 2022. This 
renewal included revisions to the baseline of the PRA burdens 
associated with Form 13F that were discussed in the Proposing 
Release. See Proposing Release supra footnote 2, at nn.184-187 and 
accompanying text. We received no comments on these revisions.
    \183\ See supra section II.C.2. In a change from the proposal, 
the final rules include an amendment to Form 13F that will allow 
managers to disclose, for any security reported on Form 13F, the 
security's FIGI in addition to its CUSIP number. Because this 
amendment will be optional, managers are unlikely to choose to 
disclose a FIGI if it will significantly increase the burdens 
associated with filing Form 13F. However, for PRA purposes, we 
assume that this optional requirement will initially impose 0.5 
hours of burdens for a senior programmer and compliance clerk to 
make this optional disclosure on Form 13F. We do not believe that 
this optional disclosure will impose any ongoing burdens, nor do we 
believe it will impose additional external costs associated with 
complying with Form 13F.
    \184\ See Proposing Release supra footnote 2, at n.187. We 
received no comments on this aspect of the Proposing Release.
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[[Page 38963]]


[GRAPHIC] [TIFF OMITTED] TR30JN22.033

BILLING CODE 8011-01-C

VI. Regulatory Flexibility Act Certification

    The Commission certified, pursuant to Section 605(b) of the 
Regulatory Flexibility Act \185\ (``RFA''), that, if adopted, the 
proposed amendments to rules 11, 100, 101, 102, and 201 of Regulation 
S-T \186\ rule 0-4 under the Advisers Act \187\ relating to the 
electronic filing of applications for orders under the Advisers Act and 
the Investment Company Act; rule 203-1,\188\ Form ADV-NR and the 
instructions to Form ADV under the Advisers Act \189\ relating to the 
electronic filing of Form ADV-NR; amendments to rule 0-2 under the 
Investment Company Act; \190\ and 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,\191\ would not have a significant 
economic impact on a substantial number of small entities. We included 
this certification in Section V of the Proposing Release. Although we 
requested written comments regarding this certification, no commenters 
responded to this request. We are adopting the final rules as proposed 
with one change to Form 13F that will allow managers to disclose, for 
any security reported on Form 13F, the security's FIGI. We do not 
believe that this change, which as discussed above will not impose any 
costs on managers, alters the basis upon which the certification in the 
Proposing Release was made. Accordingly, we certify that the final 
rules will not have a significant economic impact on a substantial 
number of small entities.
---------------------------------------------------------------------------

    \185\ 5 U.S.C. 605(b).
    \186\ 17 CFR 232.11, 232.100, 232.101, 232.102, and 232.201.
    \187\ 17 CFR 275.0-4. 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).
    \188\ 17 CFR 274.203-1.
    \189\ 17 CFR 279.4; 17 CFR 279.1.
    \190\ 17 CFR 270.0-2. 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).
    \191\ 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. See 
supra footnote 184.
---------------------------------------------------------------------------

VII. Statutory Authority

    The Commission is adopting amendments to rules and forms under the 
rulemaking authority set forth in sections 3, 12, 13(f), 14, 15(d), 
23(a), 35A, and 36 of the Exchange Act [15 U.S.C. 78c, 78l, 78m(f), 
78n, 78o(d), 78w(a), 78ll, and 78mm]; 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 Rule and Form Amendments

    In accordance with the foregoing, the Commission amends title 17, 
chapter II of the Code of Federal Regulations:

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.
* * * * *

[[Page 38964]]


0
2. Amend Sec.  232.11 by adding a definition for ``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 in 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. Removing the period at the end of paragraph (a)(1)(xxi) 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 in paragraph (a) introductory text 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 (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;
0
b. Adding introductory text;
0
c. Removing the phrase ``paragraphs (g) and (h)'' and adding in its 
place ``paragraphs (g) through (i)'' in paragraph (b) introductory 
text; 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:


[[Page 38965]]


    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:
BILLING CODE 8011-01-P

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[[Page 38967]]


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[[Page 38971]]


[GRAPHIC] [TIFF OMITTED] TR30JN22.039


[[Page 38972]]


[GRAPHIC] [TIFF OMITTED] TR30JN22.040


[[Page 38973]]


[GRAPHIC] [TIFF OMITTED] TR30JN22.041


[[Page 38974]]


[GRAPHIC] [TIFF OMITTED] TR30JN22.042


[[Page 38975]]


[GRAPHIC] [TIFF OMITTED] TR30JN22.043


[[Page 38976]]


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[GRAPHIC] [TIFF OMITTED] TR30JN22.045

BILLING CODE 8011-01-C

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. Adding the phrase ``Secretary of the'' after ``be delivered through 
the mails or otherwise to the'' in the first sentence in paragraph (a); 
and
0
b. Removing the fifth sentence in paragraph (b).

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:

[[Page 38977]]

0
a. Adding the phrase ``Secretary of the'' after ``be delivered through 
the mails or otherwise to the'' in the first sentence in paragraph 
(a)(1);
0
b. Revising paragraphs (b) and (d);
0
c. Removing and reserving paragraph (g); and
0
d. Revising paragraph (i).
    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.

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:

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

Form ADV-NR (Paper Version)

Appointment of Agent for Service of Process by Non-Resident General 
Partner and Non-Resident Managing Agent of an Investment Adviser

Instructions to Form ADV-NR

    Note:  Unless the context clearly indicates otherwise, all terms 
used in the Form have the same meaning as in the Investment Advisers 
Act of 1940, the General Rules and Regulations of the Commission 
thereunder (17 Code of Federal Regulations 275), and in the Glossary 
of Terms to Form ADV.

1. Who is required to file Form ADV-NR?
    Every non-resident general partner and managing agent of all SEC-
registered advisers and exempt reporting advisers, whether or not the 
adviser is a resident in the United States, must file Form ADV-NR in 
connection with the adviser's initial application or report. A general 
partner or managing agent of an SEC-registered adviser or exempt 
reporting adviser who becomes a non-resident after the adviser's 
initial application or report has been submitted must file Form ADV-NR 
within 30 days. Absent a temporary hardship exemption, Form ADV-NR must 
be filed electronically.
    Failure to file Form ADV-NR promptly may delay SEC consideration of 
your initial application.
2. How is Form ADV-NR filed?
    Form ADV-NR is filed electronically with the Investment Adviser 
Registration Depository (IARD). Information for how to file with IARD 
is available on the SEC's website at www.sec.gov/iard and on 
www.iard.com
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    By the Commission.

    Dated: June 23, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-13936 Filed 6-29-22; 8:45 am]
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