has assets under management having a total value of less than $25
million; (2) did not have total assets of $5 million or more on the
last day of the most recent fiscal year; and (3) does not control, is
not controlled by, and is not under common control with another
investment adviser that has assets under management of $25 million or
more, or any person (other than a natural person) that had total assets
of $5 million or more on the last day of its most recent fiscal
year.\481\
---------------------------------------------------------------------------

    \481\ 17 CFR 275.0-7(a) (``Advisers Act rule 0-7(a)'').
---------------------------------------------------------------------------

    Our proposed new rules and amendments would not affect most
investment advisers that are small entities (``small advisers'')
because they are generally registered with one or more state securities
authorities and not with the Commission. Under section 203A of the
Advisers Act, most small advisers are prohibited from registering with
the Commission and are regulated by state regulators. Based on IARD
data, we estimate that as of December 2020, approximately 434 SEC-
registered advisers are small entities under the RFA.\482\ Because
these entities are registered, they, like all SEC-registered investment
advisers, would all be subject to the proposed amendments to Form ADV.
---------------------------------------------------------------------------

    \482\ Based on SEC-registered investment adviser responses to
Items 5.F. and 12 of Form ADV as of Dec. 2020.
---------------------------------------------------------------------------

    The only small entity exempt reporting advisers that would be
subject to the proposed amendments would be exempt reporting advisers
that maintain their principal office and place of business outside the
United States. Advisers with less than $25 million in assets under
management generally are prohibited from registering with us unless
they maintain their principal office and place of business outside the
United States. Exempt reporting advisers are not required to report
regulatory assets under management on Form ADV and therefore we do not
have a precise number of exempt reporting advisers that are small
entities. Exempt reporting advisers are required to report in Part 1A,
Schedule D the gross asset value of each private fund they manage.\483\
Advisers with their principal office and place of business outside the
United States may have additional assets under management other than
what is reported in Schedule D. Based on IARD filings, approximately
14.1% of registered investment advisers with their principal office and
place of business outside the U.S. are small entities.\484\ There are
approximately 1,954 exempt reporting advisers with their principal
office and place of business outside the U.S.\485\ We estimate that
14.1% of those advisers, approximately 276 exempt reporting advisers
with their principal office and place of business outside the U.S., are
small entities.
---------------------------------------------------------------------------

    \483\ See Form ADV, Part 1A, Schedule D, Section 7.B.(1).A,
Question 11.
    \484\ Based on adviser data as of Dec. 2020. The number of small
entity, non-U.S. RIAs is 130, out of 924 total non-U.S. RIAs. 130 is
approximately 14.1% of 940.
    \485\ Based on adviser data as of Dec. 2020.
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping and Other Compliance Requirements

1. Proposed Amendments to Forms N-1A, N-2, and N-CSR and Fund Annual
Reports
    We propose to require a fund engaging in ESG investing to provide
additional information about the fund's principal investment strategies
to help investors better understand how the fund implements ESG
factors. The proposed amendments are designed to provide investors
clear information about how a fund considers ESG factors and to address
the significant variability in the ways different funds approach their
consideration of ESG factors in their investment decisions. The level
of detail required by this enhanced disclosure would depend on the
extent to which a fund considers ESG factors in its investment process,
with ESG-Focused Funds providing detailed information in a tabular
format while Integration Funds would provide more limited disclosures.
    For purposes of this analysis, we assume that all funds that are
small entities would provide all proposed disclosures, even though
whether or not a particular fund is required to provide certain
disclosure depends on whether it considers ESG issues and whether it is
an environmentally focused fund. Assuming that all funds that are small
entities are ESG-Focused Funds that are also environmentally focused
funds, we estimate that 65 funds that are small entities would be
subject to these requirements. Of those, approximately 33 prepare
prospectuses pursuant to the requirements of Form N-1A and 32 prepare
prospectuses pursuant to the requirements of Form N-2. We estimate that
compliance with the proposed amendments to Form N-1A would entail
internal time costs of $4,272 (12 hours) per fund, compliance with the
proposed amendments to Form N-2 would entail internal time costs of
$4,272 (12 hours) per fund, and compliance with the proposed amendments
to Form N-CSR would entail internal time costs of $3,377 (11 hours) per
fund.\486\ This would result in aggregate costs of approximately
$234,960 for funds that are small entities that prepare prospectuses
pursuant to Forms N-1A or N-2. In addition to prospectus disclosure on
Form N-1A or N-2, as applicable, funds would be required to disclose
certain information on their annual reports. Of

the estimated 65 small entity funds that would be subject to these
requirements, we estimate that 56 are registered management investment
companies and 9 are BDCs. We estimate that the burdens of compliance
with the proposed annual report disclosure requirements would be the
same both for registered management investment companies and for BDCs,
and that they would entail internal time costs of $9,052 (28
hours).\487\ This would result in aggregate costs of up to
approximately $588,380.
---------------------------------------------------------------------------

    \486\ See Sections IV.B and IV.C, respectively. Cost estimates
only refer to the paperwork collection costs estimated in connection
with the PRA, not all possible costs associated with compliance.
    \487\ See Section IV.F. Cost estimates only refer to the
paperwork collection costs estimated in connection with the PRA, not
all possible costs associated with compliance.
---------------------------------------------------------------------------

2. Proposed Amendments to Forms N-8B-2 and S-6
    We are proposing amendments to Form N-8B-2 that are designed to
provide investors with clear information about how portfolios are
selected based on ESG factors. The proposed amendments are intended to
provide similar information to the proposed amendments to Forms N-1A
and N-2 so that investors do not face a disclosure gap based on the
type of fund they select, but the level of detail required by the
proposed amendment reflects the unmanaged nature of UITs. We estimate
that 5 UITs that are small entities would be subject to these
requirements to the extent that they consider ESG factors in their
strategy. We estimate that compliance with the proposed amendments to
Form N-8B-2 and S-6 would each entail internal time costs of $254 (0.67
hours) per UIT.\488\ This would result in aggregate costs of
approximately $1,270 for UITs that are small entities that prepare
prospectuses pursuant to Form N-8B-2.
---------------------------------------------------------------------------

    \488\ See Section IV.D. Cost estimates only refer to the
paperwork collection costs estimated in connection with the PRA, not
all possible costs associated with compliance.
---------------------------------------------------------------------------

3. Proposed Amendments to Form N-CEN
    We are proposing amendments to Form N-CEN that are designed to
collect census-type information regarding funds' incorporation of ESG
into their investment strategies and investment holdings, as well as
the ESG-related service providers they use in a structured data format.
The proposed amendments are designed to complement the tailored
narrative disclosure included in the fund prospectus and annual
reports, and to give the Commission, investors and other market
participants the ability to identify efficiently funds that incorporate
ESG factors into their investment strategies and categorize funds based
on the type of ESG strategy they employ.
    We estimate that 70 funds that are small entities would be subject
to these requirements. We estimate that compliance with the proposed
amendments to Form N-CEN would entail internal time costs of $351 (1
hour) per fund.\489\ This would result in aggregate costs of
approximately $24,570 for funds that are small entities.
---------------------------------------------------------------------------

    \489\ See Section IV.G. Cost estimates only refer to the
paperwork collection costs estimated in connection with the PRA, not
all possible costs associated with compliance.
---------------------------------------------------------------------------

4. Proposed Amendments to Form ADV
    The proposed amendments to Form ADV would impose certain reporting,
recordkeeping, and compliance requirements on all Commission-registered
advisers, including small advisers. All Commission-registered small
advisers would be required to file Form ADV, including the proposed
amendments. The proposed amendments to Form ADV would require
registered investment advisers and exempt reporting advisers to report
different or additional information than what is currently required.
Approximately 710 small advisers currently registered, or reporting as
an exempt reporting adviser, with us would be subject to these
requirements.\490\ We expect these 434 small entity RIAs to spend, on
average, 1.9 hours per year to respond to the proposed new and amended
questions, for a total of 824.6 aggregate hours per year. We expect
these 276 small entity ERAs to spend, on average, 0.3 hours per year to
respond to the proposed new and amended questions, for a total of 82.8
aggregate hours per year. The total for all small entity advisers would
therefore be 907.4 hours per year.\491\ We expect the aggregate cost to
small advisers associated with this burden would be $419,275.50.\492\
---------------------------------------------------------------------------

    \490\ 434 small entity RIAs + 276 small entity ERAs = 710
advisers.
    \491\ See supra section IV.I. of this release.
    \492\ See supra section IV.I. of this release. For the small
entity RIAs the cost calculation is as follows: 434 RIAs x $419.25 =
$181,954.50 in internal cost average per RIA + (434 RIAs x .25 hrs)
x $496) + (434 RIAs x .5 hrs) x $739) = $214,179 in external cost
average per RIA for a total of $404,133.50. For the small entity
ERAs the calculation is as follows: 276 ERAs x (0.3 hours x 279.50)
= $23,142. Cost estimates only refer to the paperwork collection
costs estimated in connection with the PRA, not all possible costs
associated with compliance.
---------------------------------------------------------------------------

E. Duplicative, Overlapping, or Conflicting Federal Rules

    Commission staff has not identified any Federal rules that
currently duplicate, overlap, or conflict with the proposed disclosure
and reporting requirements. We recognize that the Commission also has
proposed certain GHG disclosure requirements that would apply to BDCs
in the Climate Disclosure Proposing Release. We believe the GHG
disclosure requirements we are proposing in this release that would
apply to a BDC that is an environmentally focused fund would complement
the disclosure proposed in the Climate Disclosure Proposing Release if
both proposals are adopted.\493\ We request comment on this belief,
whether commenters perceive any duplication or overlap if both
proposals are adopted and, if so, how the Commission should address any
such duplication or overlap.
---------------------------------------------------------------------------

    \493\ See Proposed Instruction 10 to Item 24 of Form N-2 [17 CFR
274.11a-1]; Climate Disclosure Proposing Release, supra footnote
127.
---------------------------------------------------------------------------

F. Significant Alternatives

    The Regulatory Flexibility Act directs the Commission to consider
significant alternatives that would accomplish the stated objective,
while minimizing any significant adverse impact on small entities. The
Commission considered the following alternatives for small entities in
relation our proposed amendments: (1) Establishing different reporting,
recordkeeping, and other compliance requirements or frequency, to
account for resources available to small entities; (2) exempting small
entities from the proposed reporting, recordkeeping, and other
compliance requirements, to account for resources available to small
entities; (3) clarifying, consolidating, or simplifying the compliance
requirements under the proposal for small entities; and (4) using
performance rather than design standards.
1. Proposed Amendments to Forms N-1A, N-2, N-8B-2, N-CEN, N-CSR, and S-
6 and Fund Annual Reports
    We do not believe that different compliance or reporting
requirements or an exemption from coverage of the forms, or any part
thereof, for small entities, would be appropriate for the amendments to
Forms N-1A, N-2, N-8B-2, N-CEN, N-CSR, and S-6. Small entities
currently follow the same requirements that large entities do when
preparing, transmitting, and filing annual reports and preparing and
sending or giving prospectuses to investors. The proposal is designed
to address a disclosure gap under current law; if the proposal included
different requirements for small funds, it could raise investor
protection concerns for investors in small funds to the extent

that investors in small funds would not receive the same disclosures as
investors in larger funds.
    Similarly, we do not believe it would be appropriate to exempt
small funds from the proposed amendments. As discussed above, our
contemplated disclosure framework would be disrupted if investors in
smaller funds received different disclosures than investors in larger
funds. We believe that investors in all funds should benefit from the
Commission's proposed disclosure amendments, not just investors in
large funds. Further, the amendments we are proposing generally only
apply to ESG-Focused Funds, Integration Funds, and Impact Funds, the
definitions of which require affirmative actions on the part of a fund
by electing to make certain claims in its disclosure documents. To the
extent a small entity wishes to be exempted from the rules, such an
exemption is already available to all funds regardless of size simply
by avoiding making claims that the Commission has determined require
additional disclosure in order to protect investors.
    We do not believe that clarifying, consolidating, or simplifying
the compliance requirements under the proposal for small funds would
permit us to achieve our stated objectives. We have sought to create as
clear, consolidated, and simple a regulatory framework as we believe
appropriate under the circumstances. As noted above, due to the ``opt-
in'' nature of many of the requirements, small entities are already
able to benefit from a simpler regulatory framework simply by not
making claims about certain ESG goals for which additional disclosure
is necessary in order to protect investors.
    Finally, we do not believe it would be appropriate to use
performance rather than design standards. As discussed above, we
believe the regulatory disclosures that small funds provide to
investors should be consistent with the disclosures provided to
investors in larger entities. Our proposed disclosure requirements are
tailored to meet the informational needs of different investors, and to
implement a layered disclosure framework. We believe all fund investors
should experience the anticipated benefits of the new disclosure
requirements and that ESG disclosure should be uniform and standardized
in order to allow investors to compare funds reporting the same
information on the same frequency, and to help all investors to make
more informed investment decisions based upon those comparisons.
2. Proposed Amendments to Form ADV
    We do not believe that different compliance or reporting
requirements or an exemption from coverage of the Form ADV, or any part
thereof, for small entities, would be appropriate. Because the
protections of the Advisers Act are intended to apply equally to
clients of both large and small advisers, it would be inconsistent with
the purposes of the Act to specify differences for small entities under
the proposed amendments. In addition, as discussed above, our staff
would use the information that advisers would maintain to help prepare
for examinations of investment advisers. Establishing different
conditions for large and small advisers would negate these benefits.
    We believe the current proposal is clear and that further
clarification, consolidation, or simplification of the compliance
requirements is not necessary. We also believe that using performance
rather than design standards would be inconsistent with our statutory
mandate to protect investors, as advisers must provide certain
registration information in a uniform and quantifiable manner so that
it is useful to our regulatory and examination program.

G. Solicitation of Comments

    The Commission requests comments regarding matters discussed in
this IRFA. We request comment on the number of small entities that
would be subject to the proposed disclosure and reporting requirements
and whether the proposed disclosure and reporting requirements would
have any effects that have not been discussed. We request that
commenters describe the nature of any effects on small entities subject
to the proposed disclosure and reporting requirements and provide
empirical data to support the nature and extent of such effects. We
also request comment on the estimated compliance burdens of the
proposed disclosure and reporting requirements and how they would
affect small entities.

VI. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, or ``SBREFA,'' \494\ we must advise OMB whether a proposed
regulation constitutes a ``major'' rule. Under SBREFA, a rule is
considered ``major'' where, if adopted, it results in or is likely to
result in (1) an annual effect on the economy of $100 million or more;
(2) a major increase in costs or prices for consumers or individual
industries; or (3) significant adverse effects on competition,
investment or innovation. We request comment on the potential effect of
the proposed amendments on the U.S. economy on an annual basis; any
potential increase in costs or prices for consumers or individual
industries; and any potential effect on competition, investment or
innovation. Commenters are requested to provide empirical data and
other factual support for their views to the extent possible.
---------------------------------------------------------------------------

    \494\ Public Law 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C. and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

Statutory Authority

    The Commission is proposing the rule and form amendments contained
in this document under the authority set forth in the Securities Act,
particularly, sections 5, 6, 7, 10, and 19 thereof [15 U.S.C. 77a et
seq.], the Exchange Act, particularly, sections 13, 15, 23, and 35A
thereof [15 U.S.C. 78a et seq.], the Investment Company Act,
particularly, sections 8, 24, 30, and 38 thereof [15 U.S.C. 80a et
seq.], the Advisers Act, particularly, sections 203, 204, and 211
thereof [15 U.S.C. 80b et seq.], and 44 U.S.C. 3506-3507.

List of Subjects in 17 CFR Parts 200, 230, 232, 239, 249, 274, and
279

    Reporting and recordkeeping requirements, Securities.

Text of Proposed Rule and Form Amendments

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

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

Subpart N--Commission Information Collection Requirements Under the
Paperwork Reduction Act: OMB Control Numbers

0
1. The authority citation for part 200, subpart N, continues to read as
follows:

    Authority:  44 U.S.C. 3506; 44 U.S.C. 3507.

0
2. Amend Sec.  200.800 in the table in paragraph (b) by adding an entry
for ``Form N-CSR'' between the entries for ``Form N-27F-1'' and ``Form
N-PORT'' to read as follows:

Sec.  200.800  OMB control numbers assigned pursuant to the Paperwork
Reduction Act.

* * * * *
    (b) * * *

------------------------------------------------------------------------
                                          17 CFR part or
                                           section where    Current OMB
   Information collection requirement     identified and    control No.
                                             described
------------------------------------------------------------------------

                              * * * * * * *
Form N-CSR..............................         274.128       3235-0570

                              * * * * * * *
------------------------------------------------------------------------

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *
    Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48
Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s).
* * * * *
0
4. Amend Sec.  230.485 by revising paragraph (c)(3) to read as follows:

Sec.  230.485  Effective date of post-effective amendments filed by
certain registered investment companies.

* * * * *
    (c) * * *
    (3) A registrant's ability to file a post-effective amendment,
other than an amendment filed solely for purposes of submitting an
Interactive Data File, under paragraph (b) of this section is
automatically suspended if a registrant fails to submit any Interactive
Data File (as defined in Sec.  232.11 of this chapter) required by the
form on which the registrant is filing the post-effective amendment. A
suspension under this paragraph (c)(3) shall become effective at such
time as the registrant fails to submit an Interactive Data File as
required by the relevant form. Any such suspension, so long as it is in
effect, shall apply to any post-effective amendment that is filed after
the suspension becomes effective, but shall not apply to any post-
effective amendment that was filed before the suspension became
effective. Any suspension shall apply only to the ability to file a
post-effective amendment pursuant to paragraph (b) of this section and
shall not otherwise affect any post-effective amendment. Any suspension
under this paragraph (c)(3) shall terminate as soon as a registrant has
submitted the Interactive Data File required by the relevant form.
* * * * *
0
5. Amend Sec.  230.497 by revising paragraphs (c) and (e) to read as
follows:

Sec.  230.497  Filing of investment company prospectuses--number of
copies.

* * * * *
    (c) For investment companies filing on Sec. Sec.  239.15A and
274.11A of this chapter (Form N-1A), Sec. Sec.  239.17a and 274.11b of
this chapter (Form N-3), Sec. Sec.  239.17b and 274.11c of this chapter
(Form N-4), or Sec. Sec.  239.17c and 274.11d of this chapter (Form N-
6), within five days after the effective date of a registration
statement or the commencement of a public offering after the effective
date of a registration statement, whichever occurs later, 10 copies of
each form of prospectus and form of Statement of Additional Information
used after the effective date in connection with such offering shall be
filed with the Commission in the exact form in which it was used.
Investment companies filing on Form N-1A, N-3, N-4, or N-6 must submit
an Interactive Data File (as defined in Sec.  232.11 of this chapter)
if required by the form on which the registrant files its registration
statement.
* * * * *
    (e) For investment companies filing on Sec. Sec.  239.15A and
274.11A of this chapter (Form N-1A), Sec. Sec.  239.17a and 274.11b of
this chapter (Form N-3), Sec. Sec.  239.17b and 274.11c of this chapter
(Form N-4), or Sec. Sec.  239.17c and 274.11d of this chapter (Form N-
6), after the effective date of a registration statement, no prospectus
that purports to comply with Section 10 of the Act (15 U.S.C. 77j) or
Statement of Additional Information that varies from any form of
prospectus or form of Statement of Additional Information filed
pursuant to paragraph (c) of this section shall be used until five
copies thereof have been filed with, or mailed for filing to the
Commission. Investment companies filing on Form N-1A, N-3, N-4, or N-6
must submit an Interactive Data File (as defined in Sec.  232.11 of
this chapter) if required by the Form on which the registrant files its
registration statement.
* * * * *

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

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

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *
0
7. Amend Sec.  232.11 by revising the definition of ``Related Official
Filing'' to read as follows:

Sec.  232.11  Definition of terms used in this part.

* * * * *
    Related Official Filing. The term Related Official Filing means the
ASCII or HTML format part of the official filing with which all or part
of an Interactive Data File appears as an exhibit or, in the case of a
filing on Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter),
Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this chapter), Form N-3
(Sec. Sec.  239.17a and 274.11b of this chapter), Form N-4 (Sec. Sec.
239.17b and 274.11c of this chapter), Form N-6 (Sec. Sec.  239.17c and
274.11d of this chapter), Form N-8B-2 (Sec.  274.12 of this chapter),
Form S-6 (Sec.  239.16 of this chapter), and Form N-CSR (Sec. Sec.
249.331 and 274.128 of this chapter), and, to the extent required by
Sec.  232.405 [Rule 405 of Regulation S-T] for a business development
company as defined in Section 2(a)(48) of the Investment Company Act of
1940 (15 U.S.C. 80a-2(a)(48)), Form 10-K (Sec.  249.310 of this
chapter), Form 10-Q (Sec.  249.308a of this chapter), and Form 8-K
(Sec.  249.308 of this chapter), the ASCII or HTML format part of an
official filing that contains the information to

which an Interactive Data File corresponds.
* * * * *
0
8. Amend Sec.  232.405 by:
0
a. Revising the introductory text, paragraphs (a)(2), (a)(3)(i)
introductory text, (a)(3)(ii), (a)(4), (b)(1) introductory text, (b)(2)
introductory text, and (b)(2)(i), (iii), and (iv);
0
b. Adding paragraphs (b)(2)(v) and (vi);
0
c. Revising paragraph (b)(3)(iii); and
0
d. Revising the final sentence of Note 1 to the section.
    The revisions and additions read as follows:

Sec.  232.405  Interactive Data File submissions.

    This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), paragraph (101) of Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Form F-10 (Sec.
239.40 of this chapter), paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec.  249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (Sec.  249.240f of this
chapter), paragraph C.(6) of the General Instructions to Form 6-K
(Sec.  249.306 of this chapter), General Instruction C.3.(g) of Form N-
1A (Sec. Sec.  239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec.  239.17a
and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4
(Sec. Sec.  239.17b and 274.11c of this chapter), General Instruction
C.3.(h) of Form N-6 (Sec. Sec.  239.17c and 274.11d of this chapter),
General Instruction 2.(l) of Form N-8B-2 (Sec.  274.12 of this
chapter), General Instruction 5 of Form S-6 (Sec.  239.16 of this
chapter), and General Instruction C.4 of Form N-CSR (Sec. Sec.  249.331
and 274.128 of this chapter) specify when electronic filers are
required or permitted to submit an Interactive Data File (Sec.
232.11), as further described in note 1 to this section. This section
imposes content, format, and submission requirements for an Interactive
Data File, but does not change the substantive content requirements for
the financial and other disclosures in the Related Official Filing
(Sec.  232.11).
    (a) * * *
    (2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Form F-10 (Sec.  239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec.  249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec.  249.306 of this chapter),
General Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and
274.11A of this chapter), General Instruction I of Form N-2 (Sec. Sec.
239.14 and 274.11a-1 of this chapter), General Instruction C.3.(h) of
Form N-3 (Sec. Sec.  239.17a and 274.11b of this chapter), General
Instruction C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c of this
chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.  239.17c
and 274.11d of this chapter), General Instruction 2.(l) of Form N-8B-2
(Sec.  274.12 of this chapter), General Instruction 5 of Form S-6
(Sec.  239.16 of this chapter), or General Instruction C.4 of Form N-
CSR (Sec. Sec.  249.331 and 274.128 of this chapter), as applicable;
    (3) * * *
    (i) If the electronic filer is not a management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), a separate account as defined in Section 2(a)(14) of the
Securities Act (15 U.S.C. 77b(a)(14)) registered under the Investment
Company Act of 1940, a business development company as defined in
Section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)(48)), or a unit investment trust as defined in Section 4(2) of the
Investment Company Act of 1940 (15 U.S.C. 80a-4), and is not within one
of the categories specified in paragraph (f)(1)(i) of this section, as
partly embedded into a filing with the remainder simultaneously
submitted as an exhibit to:
* * * * *
    (ii) If the electronic filer is a management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), a separate account (as defined in Section 2(a)(14) of the
Securities Act (15 U.S.C. 77b(a)(14)) registered under the Investment
Company Act of 1940, a business development company as defined in
Section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)(48)), or a unit investment trust as defined in Section 4(2) of the
Investment Company Act of 1940 (15 U.S.C. 80a-4), and is not within one
of the categories specified in paragraph (f)(1)(ii) of this section, as
partly embedded into a filing with the remainder simultaneously
submitted as an exhibit to a filing that contains the disclosure this
section requires to be tagged; and
    (4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, either Item 601(b)(101) of Regulation S-K (Sec.
229.601(b)(101) of this chapter), paragraph (101) of Part II--
Information Not Required to be Delivered to Offerees or Purchasers of
Form F-10 (Sec.  239.40 of this chapter), paragraph 101 of the
Instructions as to Exhibits of Form 20-F (Sec.  249.220f of this
chapter), paragraph B.(15) of the General Instructions to Form 40-F
(Sec.  249.240f of this chapter), paragraph C.(6) of the General
Instructions to Form 6-K (Sec.  249.306 of this chapter), General
Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and 274.11A of
this chapter), General Instruction I of Form N-2 (Sec. Sec.  239.14 and
274.11a-1 of this chapter), General Instruction C.3.(h) of Form N-3
(Sec. Sec.  239.17a and 274.11b of this chapter), General Instruction
C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c of this chapter),
General Instruction C.3.(h) of Form N-6 (Sec. Sec.  239.17c and 274.11d
of this chapter); General Instruction 2.(l) of Form N-8B-2 (Sec.
274.12 of this chapter); General Instruction 5 of Form S-6 (Sec.
239.16 of this chapter); or General Instruction C.4 of Form N-CSR
(Sec. Sec.  249.331 and 274.128 of this chapter).
    (b) * * *
    (1) If the electronic filer is not a management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), a separate account (as defined in Section 2(a)(14) of the
Securities Act (15 U.S.C. 77b(a)(14)) registered under the Investment
Company Act of 1940, a business development company as defined in
Section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80-
2(a)(48)), or a unit investment trust as defined in Section 4(2) of the
Investment Company Act of 1940 (15 U.S.C. 80-4), an Interactive Data
File must consist of only a complete set of information for all periods
required to be presented in the corresponding data in the Related
Official Filing, no more and no less, from all of the following
categories:
* * * * *
    (2) If the electronic filer is an open-end management investment
company registered under the Investment Company Act of 1940, a separate
account (as defined in Section 2(a)(14) of the Securities Act)
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), or a unit investment trust as defined in Section 4(2) of the
Investment Company Act of 1940 (15 U.S.C. 80a-4), an Interactive Data
File must consist of only a

complete set of information for all periods required to be presented in
the corresponding data in the Related Official Filing, no more and no
less, from the information set forth in:
    (i) Items 2, 3, and 4 of Form N-1A (Sec. Sec.  239.15A and 274.11A
of this chapter); and, as applicable, the information provided in
response to Item 9(b)(2) of Form N-1A pursuant to Instructions 1 or 2,
as well as any information provided in response to Item 27(b)(7)(i)(B)-
(E) of Form N-1A included in any annual report filed on Form N-CSR;
* * * * *
    (iii) Items 2, 4, 5, 10, and 17 of Form N-4 (Sec. Sec.  239.17b and
274.11c of this chapter);
    (iv) Items 2, 4, 5, 10, 11, and 18 of Form N-6 (Sec. Sec.  239.17c
and 274.11d of this chapter);
    (v) Item 11 of Form N-8B-2 (Sec.  274.12 of this chapter), pursuant
to Instruction 2, including to the extent required by Sec.  239.16 of
this chapter (Form S-6); or
    (vi) Item 7 of Form N-CSR (Sec. Sec.  249.331 and 274.128 of this
chapter), as applicable.
    (3) * * *
    (iii) As applicable, all of the information provided in response to
Items 3.1, 4.3, 8.2.b, 8.2.d, 8.2.e, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e,
10.1.a-d, 10.2.a-c, 10.2.e, 10.3, and 10.5 of Form N-2 in any
registration statement or post-effective amendment thereto filed on
Form N-2; or any form of prospectus filed pursuant to Sec.  230.424 of
this chapter (Rule 424 under the Securities Act); or, if a Registrant
is filing a registration statement pursuant to General Instruction A.2
of Form N-2, any documents filed pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act, any to the extent such information
appears therein; as well as any information provided in response to
Instructions 4.g.(1)(B)-(E) or 10 to Item 24 of Form N-2 that is
included in any annual report filed on Form N-CSR or Form 10-K.
* * * * *
    Note 1 to Sec.  232.405: * * * For an issuer that is a management
investment company, unit investment trust or separate account
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.) or a business development company as defined in Section 2(a)(48)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), or a
unit investment trust as defined in Section 4(2) of the Investment
Company Act of 1940 (15 U.S.C. 80a-4), General Instruction C.3.(g) of
Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec.  239.17a
and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4
(Sec. Sec.  239.17b and 274.11c of this chapter), General Instruction
C.3.(h) of Form N-6 (Sec. Sec.  239.17c and 274.11d of this chapter),
General Instruction 2.(l) of Form N-8B-2 (Sec.  274.12 of this
chapter), General Instruction 5 of Form S-6 (Sec.  239.16 of this
chapter), and General Instruction C.4 of Form N-CSR (Sec. Sec.  249.331
and 274.128 of this chapter), as applicable, specifies the
circumstances under which an Interactive Data File must be submitted.

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

0
9. The general authority citation for part 239 continues to read as
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat.
312, unless otherwise noted.
* * * * *
0
10. Amend Form S-6 (referenced in Sec.  239.16) by adding Instruction 5
to the General Instructions to read as follows:

    Note: The text of Form S-6 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM S-6

* * * * *

General Instructions

* * * * *

Instruction 5. Interactive Data

    (a) An Interactive Data File as defined in Rule 11 of Regulation S-
T [17 CFR 232.11] is required to be submitted to the Commission in the
manner provided by Rule 405 of Regulation S-6 [17 CFR 232.405] for any
registration statement or post-effective amendment thereto on Form S-6
that includes or amends information provided in response to Item 11 of
Form N-8B-2 (as provided pursuant to Instruction 1.(a) of the
Instructions As To The Prospectus of this Form).
    (1) Except as required by paragraph (a)(2), the Interactive Data
File must be submitted as an amendment to the registration statement to
which the Interactive Data File relates. The amendment must be
submitted on or before the date the registration statement or post-
effective amendment that contains the related information becomes
effective.
    (2) In the case of a post-effective amendment to a registration
statement filed pursuant to paragraphs (b)(1)(i), (ii), (v), or (vii)
of Rule 485 under the Securities Act [17 CFR 230.485(b)], the
Interactive Data File must be submitted with the filing to which the
Interactive Data Filing relates on or before the date the post-
effective amendment that contains the related information becomes
effective.
    (b) All interactive data must be submitted in accordance with the
specifications in the EDGAR Filer Manual.

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

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

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and 80a-37, unless
otherwise noted.
* * * * *
0
12. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by:
0
a. Revising General Instruction C.3(g);
0
b. Revising Item 2;
0
c. Revising Item 4(a);
0
d. In Item 9, adding Instructions to Item 9(b)(2); and
0
e. Revising Item 27(b)(7)(i).
    The revisions and additions read as follows:

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

FORM N-1A

* * * * *

General Instructions

* * * * *
    C. * * *
    3. * * *
    (g) Interactive Data
    (i) An Interactive Data File (Sec.  232.11 of this chapter) is
required to be submitted to the Commission in the manner provided by
rule 405 of Regulation S-T [17 CFR 232.405] for any registration
statement or post-effective amendment thereto on Form N-1A that
includes or amends information provided in response to Items 2, 3, and
4, and, as applicable, any information provided in response to Item
9(b)(2) pursuant to Instructions 1 or 2.
    (A) * * *
    (B) * * *
    (ii) An Interactive Data File is required to be submitted to the
Commission in the manner provided by rule 405 of Regulation S-T for any
form of prospectus filed pursuant to

paragraphs (c) or (e) of rule 497 under the Securities Act [17 CFR
230.497(c) or (e)] that includes information provided in response to
Items 2, 3, 4, or Item 9(b)(2) pursuant to Instructions 1 or 2 that
varies from the registration statement. The Interactive Data File must
be submitted with the filing made pursuant to rule 497.
    (iii) An Interactive Data File is required to be submitted to the
Commission in the manner provided by rule 405 of Regulation S-T for any
information provided in response to Item 27(b)(7)(i)(B)-(E) of Form N-
1A that is included in any annual report filed on Form N-CSR.
    (iv) All interactive data must be submitted in accordance with the
specifications in the EDGAR Filer Manual, and in such a manner that
will permit the information for each Series and, for any information
that does not relate to all of the Classes in a filing, each Class of
the Fund to be separately identified.
* * * * *
    Item 2. * * *
    Disclose the Fund's investment objectives or goals. A Fund also may
identify its type or category (e.g., that it is a Money Market Fund or
a balanced fund).
    Instruction. If the Fund is an Environmental, Social, or Governance
(``ESG'') Impact Fund, as defined in Item 4(a)(2)(i)(C), disclose the
ESG impact that the Fund seeks to generate with its investments.
* * * * *
    Item 4. * * *
    (a) Principal Investment Strategies of the Fund.
    (1) Based on the information given in response to Item 9(b),
summarize how the Fund intends to achieve its investment objectives by
identifying the Fund's principal investment strategies (including the
type or types of securities in which the Fund invests or will invest
principally) and any policy to concentrate in securities of issuers in
a particular industry or group of industries.
    (2) Environmental, Social and Governance (``E,'' ``S,'' or ``G,''
and collectively, ``ESG'') Considerations.
    (i) Definitions
    (A) ``Integration Fund'' is a Fund that considers one or more ESG
factors alongside other, non-ESG factors in its investment decisions,
but those ESG factors are generally no more significant than other
factors in the investment selection process, such that ESG factors may
not be determinative in deciding to include or exclude any particular
investment in the portfolio.
    (B) ``ESG-Focused Fund'' is a Fund is a Fund that focuses on one or
more ESG factors by using them as a significant or main consideration
(1) in selecting investments or (2) in its engagement strategy with the
companies in which it invests. An ESG-Focused Fund includes (i) any
fund that has a name including terms indicating that the Fund's
investment decisions incorporate one or more ESG factors; and (ii) any
Fund whose advertisements, as defined pursuant to rule 482 under the
Securities Act of 1933 [17 CFR 230.482], or sales literature, as
defined pursuant to rule 34b-1 under the Investment Company Act of 1940
[17 CFR 270.34b-1], indicate that the Fund's investment decisions
incorporate one or more ESG factors by using them as a significant or
main consideration in selecting investments.
    (C) ``Impact Fund'' is an ESG-Focused Fund that seeks to achieve a
specific ESG impact or impacts.
    (ii) If the Fund considers ESG factors as part of its principal
investment strategies, based on the information given in response to
Item 9(b)(2), provide the following disclosure:
    (A) If the Fund is an Integration Fund, summarize in a few
sentences how the Fund incorporates ESG factors into the investment
selection process, including what ESG factors the Fund considers.
    (B) If the Fund is an ESG-Focused Fund, disclose the following
information in a tabular format in the order specified below.

[GRAPHIC] [TIFF OMITTED] TP17JN22.023

Instructions
    1. The table should precede other disclosure required by Item 4(a).
Disclosure provided in the table does not need to be repeated as
narrative disclosure in Item 4(a)(1).
    2. The Fund may replace the term ``ESG'' in each row with another
term or phrase that more accurately describes the applicable ESG
factors the Fund considers. The Fund also may replace the term ``the
Fund'' in each row with an appropriate pronoun, such as ``we'' or
``our.''
    3. The Fund's disclosure for each row should be brief and limited
to the information required by the row's instruction. Funds should use
lists and other text features designed to provide overviews. Electronic
versions of the summary prospectus should include a hyperlink to the
location where the information is described in greater detail.
    4. Overview of the Fund's [ESG] strategy. Provide a concise
description in a few sentences of the ESG factor or factors that are
the focus of the Fund's strategy. The Fund must also include the list
shown in the table above of common ESG strategies in a ``check the
box'' style and indicate with a check mark or other feature all that
apply. The Fund should only check the box for proxy voting or
engagement with issuers (or both, as applicable) if it is a significant
means of implementing the Fund's ESG strategy, meaning that the Fund,
as applicable, regularly and proactively votes proxies or engages with
issuers on ESG issues to advance one or more particular ESG goals the
fund has identified in advance.
    5. How the Fund incorporates [ESG] factors in its investment
decisions. Summarize how the Fund incorporates ESG factors into its
investment process for evaluating, selecting, or excluding investments.
The summary must include, as applicable:
    (a) An overview of how the Fund applies any inclusionary or
exclusionary screen, including a brief explanation of the factors the
screen applies, such as particular industries or business activities it
seeks to include or exclude, and if applicable, what exceptions apply
to the inclusionary or exclusionary screen. For these purposes, an
inclusionary screen is a method of selecting investments based on ESG
criteria. An exclusionary screen starts with a given universe of
investments and then excludes investment based on ESG criteria. If
applicable, state what exceptions apply to the inclusionary or
exclusionary screen. In addition, state the percentage of the
portfolio, in terms of net asset value, to which the screen is applied,
if less than 100%, excluding cash and cash equivalents held for cash
management, and explain briefly why the screen applies to less than
100% of the portfolio.
    (b) An overview of how the Fund uses an internal methodology,
third-party data provider, such as a scoring or ratings provider, or a
combination of both.
    (c) The name of any index the Fund tracks and a brief description
of the index and how the index utilizes ESG factors in determining its
constituents.
    Information must be provided with respect to each applicable common
ESG strategy (e.g., inclusionary and exclusionary screens) in a
disaggregated manner if more than one applies. For example,
inclusionary screening must be explained distinctly from exclusionary
screening. Funds may use multiple rows or other text features to

clearly identify the disclosure related to each applicable common ESG
strategy.
    6. How the Fund incorporates [ESG] factors in its investment
decisions. As applicable, provide an overview of any third-party ESG
frameworks that the Fund follows as part of its investment process.
    7. How the Fund incorporates [ESG] factors in its investment
decisions. An Impact Fund must provide an overview of the impact(s) the
Fund is seeking to achieve and how the Fund is seeking to achieve the
impact(s). The overview must include (i) how the Fund measures progress
toward the specific impact, including the key performance indicators
the Fund analyzes, (ii) the time horizon the Fund uses to analyze
progress, and (iii) the relationship between the impact the Fund is
seeking to achieve and financial return(s). State that the Fund reports
annually on its progress in achieving the impact(s) in the Fund's
annual report to shareholders.
    8. How the Fund votes proxies and/or engages with companies about
[ESG] issues. The Fund must fill out this row regardless of whether the
proxy voting or engagement boxes are checked. The Fund must describe
briefly how the Fund engages or expects to engage with issuers on ESG
issues (whether by voting proxies or otherwise). The Fund must state
whether it has specific or supplemental policies and procedures that
include one or more ESG considerations in voting proxies and, if so,
state which considerations. If the Fund seeks to engage other than
through shareholder voting, such as through meetings with or advocacy
to management, the Fund must provide an overview of the objectives it
seeks to achieve with the engagement strategy. If the Fund does not
engage or expect to engage with issuers on ESG issues (whether by
voting proxies or otherwise), the Fund must provide that disclosure in
the row.
* * * * *
    Item 9. * * *
    (b) * * *
    (2) * * *
Instructions
    1. If the Fund is an Integration Fund, as defined in Item
4(a)(2)(i)(A), describe how the Fund incorporates ESG factors into its
investment selection process, including:
    (a) The ESG factors that the Fund considers.
    (b) If the Fund considers the GHG emissions of its portfolio
holdings as an ESG factor in its investment selection process, describe
how the Fund considers the GHG emissions of its portfolio holdings,
including a description of the methodology the Fund uses for this
purpose.
    2. If the Fund is an ESG-Focused Fund, as defined in Item
4(a)(2)(i)(B), describe how the Fund incorporates ESG factors into its
investment process, including:
    (a) The index methodology for any index the fund tracks, including
any criteria or methodologies for selecting or excluding components of
the index that are based on ESG factors.
    (b) Any internal methodology used and how that methodology
incorporates ESG factors.
    (c) The scoring or ratings system of any third-party data provider,
such as a scoring or ratings provider, used by the Fund or other third-
party provider of ESG-related data about companies, including how the
Fund evaluates the quality of such data.
    (d) The factors applied by any inclusionary or exclusionary screen,
including any quantitative thresholds or qualitative factors used to
determine a company's industry classification or whether a company is
engaged in a particular activity.
    (e) A description of any third-party ESG frameworks that the Fund
follows as part of its investment process and how the framework applies
to the Fund.
    (f) With regard to engagement, whether by voting proxies or
otherwise, a description of specific objectives of such engagement,
including the Fund's time horizon for progressing on such objectives
and any key performance indicators that the Fund uses to analyze or
measure of the effectiveness of such engagement.
* * * * *
    Item 27. * * *
    (b) * * *
    (7) * * *
    (i)(A) Discuss the factors that materially affected the Fund's
performance during the most recently completed fiscal year, including
the relevant market conditions and the investment strategies and
techniques used by the Fund's investment adviser.
    (B) If the Fund is an Impact Fund as defined in Item 4(a)(2)(i)(C),
summarize briefly the Fund's progress on achieving the impacts
described in response to Instruction 7 of Item 4(a)(2) in both
qualitative and quantitative terms during the reporting period, and the
key factors that materially affected the Fund's ability to achieve the
impact(s).
    (C) If the Fund is an ESG-Focused Fund, as defined in Item
4(a)(2)(i)(B), and indicates that it uses proxy voting as a significant
means of implementing its ESG strategy in response to Item C.3(j)(iii)
on Form N-CEN, disclose the percentage of ESG voting matters during the
reporting period for which the Fund voted in furtherance of the
initiative. The Fund may limit this disclosure to voting matters
involving the ESG factors the Fund incorporates into its investment
decisions. The Fund, other than a business development company, also
must include a cross reference, and for electronic versions of the
shareholder report include a hyperlink, to its most recent complete
voting record filed on Form N-PX.
    (D) If the Fund is an ESG-Focused fund, as defined in Item
4(a)(2)(i)(B), and indicates that it uses ESG engagement as a
significant means of implementing its ESG strategy in response to Item
C.3(j)(iii) on Form N-CEN, discuss the Fund's progress on any key
performance indicators. Disclose the number or percentage of issuers
with which the Fund held ESG engagement meetings and total number of
ESG engagement meetings. For this purpose, an ``ESG engagement
meeting'' is a substantive discussion with management of an issuer
advocating for one or more specific ESG goals to be accomplished over a
given time period, where progress that is made toward meeting such goal
is measurable, that is part of an ongoing dialogue with the issuer
regarding this goal. If personnel of the Fund's adviser hold an ESG
engagement meeting with an issuer on behalf of multiple Funds advised
by the adviser, each Fund for which the meeting is within its ESG
strategy may count the ESG engagement meeting.
    (E) If a Fund is an ESG-Focused fund, as defined in Item
4(a)(2)(i)(B), and indicates that it considers environmental factors in
response to Item C.3(j)(ii) on Form N-CEN, except for an ESG-Focused
fund that affirmatively states in the ``ESG Strategy Overview'' table
required by Item 4(a)(2)(ii)(B) that it does not consider the
greenhouse gases (``GHG'') emissions of the portfolio companies in
which it invests, disclose the following aggregated GHG emissions
metrics of the portfolio for the reporting period: (1) Carbon Footprint
and (2) Weighted Average Carbon Intensity. Calculate these metrics
using the methodologies in the instructions below, and provide all
related disclosures.
Instructions
1. Computation of Aggregated GHG Emissions
    (a) Carbon Footprint: Disclose the total GHG emissions associated
with the Fund's portfolio, normalized by the Fund's net asset value and
expressed in

tons of carbon dioxide equivalent (``CO2e'') per million
dollars invested in the Fund. Calculate the Portfolio Carbon Footprint
as follows for each portfolio holding:
[GRAPHIC] [TIFF OMITTED] TP17JN22.024

    (i) Calculate the enterprise value of the portfolio company.
Enterprise value is the sum of the portfolio company's equity value and
the book value of its short- and long-term debt.
    (ii) Calculate the GHG emissions associated with each portfolio
holding by dividing the current value of the holding by the enterprise
value of the portfolio company. Then, multiply the resulting value by
the portfolio company's Scope 1 and Scope 2 emissions.
    (iii) Add the GHG emissions associated with all portfolio holdings,
then divide the resulting amount by the Fund's net asset value to
derive the Fund's carbon footprint.
    (b) Weighted Average Carbon Intensity: Disclose the Fund's exposure
to carbon-intensive companies, expressed in tons of CO2e per
million dollars of the portfolio company's total revenue, calculated as
follows for each portfolio holding:
[GRAPHIC] [TIFF OMITTED] TP17JN22.025

    (i) Calculate the portfolio weight of each portfolio holding by
dividing the current value of the portfolio holding by the current net
asset value of the Fund's whole portfolio.
    (ii) Calculate the GHG emissions of each portfolio company by
dividing the portfolio company's Scope 1 and Scope 2 emissions by the
portfolio company's total revenue.
    (iii) Multiply the portfolio weight of each portfolio holding by
the GHG emissions of each portfolio company. The sum of these values
for all portfolio holdings is the Fund's weighted average carbon
intensity.
    (c) Scope 3 Emissions: If the fund holds investments in portfolio
companies that disclose their Scope 3 emissions, disclose the Scope 3
emissions associated with the Fund's portfolio, to the extent Scope 3
emissions are publicly available as provided in Instruction (d)(x) of
this Item, using the Carbon Footprint methodology described in
paragraph (a) of this Item.
    (i) Disclose Scope 3 emissions separately for each industry sector
in which the Fund invests, as well as the percentage of the fund's net
asset value invested in each industry sector.
    (d) GHG Metric Calculation Data: To calculate the GHG emissions as
discussed in paragraphs (a), (b) and (c) above, apply the following
definitions, data inputs, and assumptions:
    (i) CO2e means the common unit of measurement to
indicate the global warming potential of each greenhouse gas, expressed
in terms of the global warming potential of one unit of carbon dioxide.
    (ii) Global warming potential means a factor describing the global
warming impacts of different greenhouse gases. It is a measure of how
much energy will be absorbed in the atmosphere over a specified period
of time as a result of the emission of one ton of a greenhouse gas,
relative to the emissions of one ton of carbon dioxide.
    (iii) Greenhouse gases (``GHG'') means carbon dioxide, methane,
nitrous oxide, nitrogen trifluoride, hydrofluorocarbons,
perfluorocarbons, and sulfur hexafluoride.
    (iv) GHG emissions means direct and indirect emissions of
greenhouse gases expressed in metric tons of CO2e, of which:
    (A) Direct emissions are GHG emissions from sources that are owned
or controlled by a portfolio company.
    (B) Indirect emissions are GHG emissions that result from the
activities of the portfolio company, but occur at sources not owned or
controlled by the portfolio company.
    (v) Scope 1 emissions are direct GHG emissions from operations that
are owned or controlled by a portfolio company.
    (vi) Scope 2 emissions are indirect GHG emissions from the
generation of purchased or acquired electricity, steam, heat, or
cooling that is consumed by operations owned or controlled by a
portfolio company.
    (vii) Scope 3 emissions are all indirect GHG emissions not
otherwise included in a portfolio company's Scope 2 emissions, which
occur in the upstream and downstream activities of a portfolio
company's value chain.
    (viii) Value chain means the upstream and downstream activities
related to a portfolio company's operations. Upstream activities in
connection with a value chain may include activities by a party other
than the portfolio company that relate to the initial stages of a
portfolio company's production of a good or service (e.g., materials
sourcing, materials processing, and supplier activities). Downstream
activities in connection with a value chain may include activities by a
party other than the portfolio company that relate to processing
materials into a finished product and delivering it or providing a
service to the end user (e.g., transportation and distribution,
processing of sold products, use of sold products, end of life
treatment of sold products, and investments).
    (ix) A portfolio company or portfolio holding means a Fund's
investment in, including an indirect investment through a derivatives
instrument:
    (A) An issuer that is engaged in or operates a business or activity
that generates GHG emissions; or

    (B) An investment company, or entity that would be an investment
company under section 3(a) of the Investment Company Act but for the
exceptions to that definition provided for in sections 3(c)(1) and
3(c)(7) of the Investment Company Act, that invests in issuers
described in paragraph A of this subsection, except for an investment
in reliance on Sec.  270. 12d1-1.
    (x) Use the values necessary to calculate the portfolio company's
equity value, total debt, and total revenue: (1) from the portfolio
company's most recent public report required to be filed with the
Commission pursuant to the Securities Exchange Act or the Securities
Act (``regulatory report'') containing such information) or, (2) absent
a regulatory report, based on information provided by the portfolio
company. If a portfolio company's total revenue is reported in currency
other than US dollars, convert the reported revenue into US dollars
using the exchange rate as of the date of the relevant regulatory
report providing the company's revenue.
    (xi) Sources of portfolio company emissions data.
    (A) If the portfolio company reports Scope 1, Scope 2, and Scope 3
emissions in a regulatory report, the Fund must use the Scope 1, Scope
2, or Scope 3 emissions in the portfolio company's most recent
regulatory report.
    (B) If the portfolio company does not report its Scope 1, Scope 2,
and Scope 3 emissions as described in subsection 1 of this instruction,
the Fund must use Scope 1, Scope 2, or Scope 3 emissions that are
publicly provided by the portfolio company.
    (C) If the portfolio company does not report or otherwise publicly
provide its Scope 1 and Scope 2 emissions, use a good faith estimate of
the portfolio company's Scope 1 and Scope 2 emissions. Discuss briefly
how the Fund calculates such estimates, including the sources of data
for determining such estimates, and the percentage of the Fund's
aggregated GHG emissions for which the Fund used estimates rather than
reported emissions.
    (xii) Use the value of each portfolio holding and the net asset
value of the portfolio as of the end of the Fund's most recently
completed fiscal year.
    (xiii) If a Fund obtains exposure to a portfolio company by
entering into a derivatives instrument, the derivatives instrument will
be treated as an equivalent position in the securities of the portfolio
company that are referenced in the derivatives instrument. A
derivatives instrument for this purpose means any swap, security-based
swap, futures contract, forward contract, option, any combination of
the foregoing, or any similar instrument.
* * * * *
0
13. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by:
0
a. Revising General Instructions I.2 and 3, redesignating I.5 as I.6,
and adding new I.5;
0
b. Adding Item 8.2.e; and
0
c. Revising Instructions 4.g.(1) and 10 to Item 24.
    The revisions and additions read as follows:

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

FORM N-2

* * * * *

General Instructions

* * * * *

I. Interactive Data

    * * *
    2. An Interactive Data File is required to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T for any
registration statement or post-effective amendment thereto filed on
Form N-2 or for any form of prospectus filed pursuant to Rule 424 under
the Securities Act [17 CFR 230.424] that includes or amends information
provided in response to Items 3.1, 4.3, 8.2.b, 8.2.d, 8.2.e, 8.3.a,
8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e, 10.3, or 10.5.
The Interactive Data File must be submitted either with the filing, or
as an amendment to the registration statement to which it relates, on
or before the date the registration statement or post-effective
amendment that contains the related information becomes effective.
Interactive Data Files must be submitted with the filing made pursuant
to Rule 424.
    3. If a Registrant is filing a registration statement pursuant to
General Instruction A.2, an Interactive Data File is required to be
submitted to the Commission in the manner provided by Rule 405 of
Regulation S-T for any of the documents listed in General Instruction
F.3.(a) or General Instruction F.3.(b) that include or amend
information provided in response to Items 3.1, 4.3, 8.2.b., 8.2.d,
8.2.e, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e,
10.3, or 10.5. The Interactive Data File must be submitted with the
filing of the document(s) listed in General Instruction F.3.(a) or
General Instruction F.3.(b).
    * * *
    5. An Interactive Data File is required to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T for any
information provided in response to Instructions 4.g.(1)(B)-(E) or 10
to Item 24 of Form N-2 that is included in any annual report filed on
Form N-CSR or Form 10-K.
* * * * *

Part A--Information Required in a Prospectus

* * * * *
    Item 8. * * *
    2. * * *
    e. Environmental, Social, and Governance (``E,'' ``S,'' or ``G,''
and collectively, ``ESG'') Considerations
    (1) Definitions.
    (A) ``Integration Fund'' is a Fund that considers one or more ESG
factors alongside other, non-ESG factors in its investment decisions,
but those ESG factors are generally no more significant than other
factors in the investment selection process, such that ESG factors may
not be determinative in deciding to include or exclude any particular
investment in the portfolio.
    (B) ``ESG-Focused Fund'' is a Fund that focuses on one or more ESG
factors by using them as a significant or main consideration (1) in
selecting investments or (2) in its engagement strategy with the
companies in which it invests. An ESG-Focused Fund includes (i) any
fund that has a name including terms indicating that the Fund's
investment decisions incorporate one or more ESG factors; and (ii) any
Fund whose advertisements, as defined pursuant to rule 482 under the
Securities Act of 1933 [17 CFR 230.482], or sales literature, as
defined pursuant to rule 34b-1 under the Investment Company Act of 1940
[17 CFR 270.34b-1], indicate that the Fund's investment decisions
incorporate one or more ESG factors by using them as a significant or
main consideration in selecting investments.
    (C) ``Impact Fund'' is an ESG-Focused Fund that seeks to achieve a
specific ESG impact or impacts.
    (2) If the Fund considers ESG factors as part of its principal
portfolio emphasis, provide the following disclosure:
    (A) If the Fund is an Integration Fund, summarize in a few
sentences how the Fund incorporates ESG factors into the investment
selection process, including what ESG factors the Fund considers.
    (B) If the Fund is an ``ESG-Focused Fund,'' disclose the following
information in a tabular format in the order specified below.

[GRAPHIC] [TIFF OMITTED] TP17JN22.026

Instructions
    1. The table should precede other disclosure required by Item 8.2.
    2. The Fund may replace the term ``ESG'' in each row with another
term or phrase that more accurately describes the applicable ESG
factors the Fund considers. The Fund also may replace the term ``the
Fund'' in each row with an appropriate pronoun, such as ``we'' or
``our.''
    3. The Fund's disclosure for each row should be brief and limited
to the information required by the row's instruction. Funds should use
lists and other text features designed to provide overviews. Electronic
versions of the table should include a hyperlink to the location in the
filing where the information is described in greater detail.
    4. Overview of the Fund's [ESG] strategy. Provide a concise
description in a few sentences of the ESG factor or factors that are
the focus of the Fund's strategy. The Fund must also include the list
shown in the table above of common ESG strategies in a ``check the
box'' style and indicate with a check mark or other feature all that
apply. The Fund should only check the box for proxy voting or
engagement with issuers (or both, as applicable) if it is a significant
means of implementing the Fund's ESG strategy, meaning that the Fund,
as applicable, regularly and proactively votes proxies or engages with
issuers on ESG issues to advance one or more particular ESG goals the
fund has identified in advance.
    5. How the Fund incorporates [ESG] factors in its investment
decisions. Summarize how the Fund incorporates ESG factors into its
investment process for evaluating, selecting, or excluding investments.
The summary must include, as applicable:
    a. An overview of how the Fund applies any inclusionary or
exclusionary screen, including a brief explanation of the factors the
screen applies, such as particular industries or business activities it
seeks to include or exclude. For these purposes, an inclusionary screen
is a method of selecting investments based on ESG criteria. Conversely,
a fund applying an exclusionary screen starts with a given universe of
investments and then excludes investment based on ESG criteria. If
applicable, state what exceptions apply to the inclusionary or
exclusionary screen. In addition, state the percentage of the
portfolio, in terms of net asset value, to which the screen is applied,
if less than 100%, excluding cash and cash equivalents held for cash
management, and explain briefly why the screen applies to less than
100% of the portfolio.
    b. An overview of how the Fund uses an internal methodology, third-
party data provider, such as a scoring or ratings provider, or a
combination of both.
    c. The name of any index the Fund tracks and a brief description of
the index and how the index utilizes ESG factors in determining its
constituents.
    Information must be provided with respect to each applicable common
ESG strategy (e.g., inclusionary and exclusionary screens) in a
disaggregated manner if more than one applies. For example,
inclusionary screening must be explained distinctly from exclusionary
screening. Funds may use multiple rows or other text features to

clearly identify the disclosure related to each applicable common ESG
strategy.
    6. How the Fund incorporates [ESG] factors in its investment
decisions. As applicable, provide an overview of any third-party ESG
frameworks that the Fund follows as part of its investment process.
    7. How the Fund incorporates [ESG] factors in its investment
decisions. An Impact Fund must provide an overview of the impact(s) the
Fund is seeking to achieve and how the Fund is seeking to achieve the
impact(s). The overview must include (i) how the Fund measures progress
toward the specific impact, including the key performance indicators
the Fund analyzes, (ii) the time horizon the Fund uses to analyze
progress, and (iii) the relationship between the impact the Fund is
seeking to achieve and financial return(s)). State that the Fund
reports annually on its progress in achieving the impact(s) in the
Fund's annual report to shareholders or annual report on Form 10-K as
applicable.
    8. How the Fund votes proxies and/or engages with companies about
[ESG] issues. The Fund must fill out this row regardless of whether the
proxy voting or engagement boxes are checked. The Fund must describe
briefly how the Fund engages or expects to engage with issuers on ESG
issues (whether by voting proxies or otherwise). The Fund must state
whether it has specific or supplemental policies and procedures that
include one or more ESG considerations in voting proxies and, if so,
state which considerations. If the Fund seeks to engage other than
through shareholder voting, such as through meetings with or advocacy
to management, the Fund must provide an overview of the objectives it
seeks to achieve with the engagement strategy. If the Fund does not
engage or expect to engage with issuers on ESG issues (whether by
voting proxies or otherwise), the Fund must provide that disclosure in
the row.
    9. Supplemental ESG disclosure. As applicable, the following items
must be disclosed by Integration Funds or ESG-Focused Funds to
supplement the disclosures in the ESG Strategy Overview Table, to the
extent not discussed in the Table. However, such disclosures do not
need to precede other disclosures in Item 8.2.
    a. If the Fund is an Integration Fund, describe how the Fund
incorporates ESG factors into its investment selection process,
including:
    (1) The ESG factors that the Fund considers.
    (2) If the Fund considers the GHG emissions of its portfolio
holdings as an ESG factor in its investment selection process, describe
how the Fund considers the GHG emissions of its portfolio holdings,
including a description of the methodology the Fund uses for this
purpose.
    b. If the Fund is an ESG-Focused Fund, describe how the Fund
incorporates ESG factors into its investment process, including:
    (1) The index methodology for any index the fund tracks, including
any criteria or methodologies for selecting or excluding components of
the index that are based on ESG factors.
    (2) Any internal methodology used and how that methodology
incorporates ESG factors.
    (3) The scoring or ratings system of any third-party data provider,
such as a scoring or ratings provider, used by the Fund or other third-
party provider of ESG-related data about companies, including how the
Fund evaluates the quality of such data.
    (4) The factors applied by any inclusionary or exclusionary screen,
including any quantitative thresholds or qualitative factors used to
determine a company's industry classification or whether a company is
engaged in a particular activity.
    (5) A description of any third-party ESG frameworks that the Fund
follows as part of its investment process and how the framework applies
to the Fund.
    (6) With regard to engagement, whether by voting proxies or
otherwise, a description of specific objectives of such engagement,
including the Fund's time horizon for progressing on such objectives
and any key performance indicators that the Fund uses to analyze or
measure of the effectiveness of such engagement.
    10. If the Fund is an Impact Fund, where the Fund first describes
its objective in the filing, disclose the ESG impact that the Fund
seeks to generate with its investments.
* * * * *

Part B--Information Required in a Statement of Additional Information

* * * * *
Item 24. Financial Statements
* * * * *
Instructions
* * * * *
    4. * * *
* * * * *
    g. Management's Discussion of Fund Performance. Disclose the
following information:
    (1)(A) Discuss the factors that materially affected the Fund's
performance during the most recently completed fiscal year, including
the relevant market conditions and the investment strategies and
techniques used by the Fund. The information presented may include
tables, charts, and other graphical depictions.
    (B) If the Fund is an Impact Fund as described in Item
8.2.e.(1)(C), summarize briefly the Fund's progress on achieving the
impacts described in response to Instruction 7 of Item 8.2.e in both
qualitative and quantitative terms during the reporting period, and the
key factors that materially affected the Fund's ability to achieve the
impact(s).
    (C) If the Fund is an ESG-Focused fund, as defined in Item
8.2.e.(1)(B), and indicates that it uses proxy voting as a significant
means of implementing its ESG strategy in response to Item C.3(j)(iii)
on Form N-CEN, disclose the percentage of ESG voting matters during the
reporting period for which the Fund voted in furtherance of the
initiative. The Fund may limit this disclosure to voting matters
involving the ESG factors the Fund incorporates into its investment
decisions. The Fund, other than a business development company, also
must include a cross reference, and for electronic versions of the
shareholder report include a hyperlink, to its most recent complete
voting record filed on Form N-PX.
    (D) If the Fund is an ESG-Focused fund, as defined in Item
8.2.e.(1)(B), and indicates that it uses ESG engagement as a
significant means of implementing its ESG strategy in response to Item
C.3(j)(iii) on Form N-CEN, discuss the Fund's progress on any key
performance indicators. Disclose the number or percentage of issuers
with which the Fund held ESG engagement meetings and total number of
ESG engagement meetings. For this purpose, an ``ESG engagement
meeting'' is a substantive discussion with management of an issuer
advocating for one or more specific ESG goals to be accomplished over a
given time period, where progress that is made toward meeting such goal
is measurable, that is part of an ongoing dialogue with the issuer
regarding this goal. If personnel of the Fund's adviser hold an ESG
engagement meeting with an issuer on behalf of multiple Funds advised
by the adviser, each Fund for which the meeting is within its ESG
strategy may count the ESG engagement meeting.
    (E) If the Fund is an ESG-Focused fund, as defined in Item
8.2.e.(1)(B), and indicates that it considers environmental factors in
response to Item C.3(j)(ii) on Form N-CEN, except for an ESG-Focused
fund that affirmatively states in the ``ESG Strategy Overview'' table
required by Item

4(a)(2)(ii)(B) that it does not consider the greenhouse gases (``GHG'')
emissions of the portfolio companies in which it invests, disclose the
following aggregated GHG emissions metrics of the portfolio for the
reporting period: (1) Carbon Footprint and (2) Weighted Average Carbon
Intensity. Calculate these metrics using the methodologies in the
instructions below, and provide all related disclosures.
Instructions
1. Computation of Aggregated GHG Emissions
    (a) Carbon Footprint: Disclose the total GHG emissions associated
with the Fund's portfolio, normalized by the Fund's net asset value and
expressed in tons of carbon dioxide equivalent (``CO2e'')
per million dollars invested in the Fund. Calculate the Portfolio
Carbon Footprint as follows for each portfolio holding:
[GRAPHIC] [TIFF OMITTED] TP17JN22.027

    (i) Calculate the enterprise value of the portfolio company.
Enterprise value is the sum of the portfolio company's equity value and
the book value of its short- and long-term debt.
    (ii) Calculate the GHG emissions associated with each portfolio
holding by dividing the current value of the holding by the enterprise
value of the portfolio company. Then, multiply the resulting value by
the portfolio company's Scope 1 and Scope 2 emissions.
    (iii) Add the GHG emissions associated with all portfolio holdings,
then divide the resulting amount by the Fund's net asset value to
derive the Fund's carbon footprint
    (b) Weighted Average Carbon Intensity: Disclose the Fund's exposure
to carbon-intensive companies, expressed in tons of CO2e per
million dollars of the portfolio company's total revenue, calculated as
follows for each portfolio holding:
[GRAPHIC] [TIFF OMITTED] TP17JN22.028

    (i) Calculate the portfolio weight of each portfolio holding by
dividing the current value of the portfolio holding by the current net
asset value of the Fund's whole portfolio.
    (ii) Calculate the GHG emissions of each portfolio company by
dividing the portfolio company's Scope 1 and Scope 2 emissions by the
portfolio company's total revenue.
    (iii) Multiply the portfolio weight of each portfolio holding by
the GHG emissions of each portfolio company. The sum of these values
for all portfolio holdings is the Fund's weighted average carbon
intensity.
    (c) Scope 3 Emissions: If the fund holds investments in portfolio
companies that disclose their Scope 3 emissions, disclose the Scope 3
emissions associated with the Fund's portfolio, to the extent Scope 3
emissions are publicly available as provided in Instruction (d)(x) of
this Item, using the Carbon Footprint methodology described in
paragraph (a) of this Item.
    (i) Disclose Scope 3 emissions separately for each industry sector
in which the Fund invests, as well as the percentage of the fund's net
asset value invested in each industry sector.
    (d) GHG Metric Calculation Data: To calculate the GHG emissions as
discussed in paragraphs (a), (b) and (c) above, apply the following
definitions, data inputs, and assumptions:
    (i) CO2e means the common unit of measurement to
indicate the global warming potential of each greenhouse gas, expressed
in terms of the global warming potential of one unit of carbon dioxide.
    (ii) Global warming potential means a factor describing the global
warming impacts of different greenhouse gases. It is a measure of how
much energy will be absorbed in the atmosphere over a specified period
of time as a result of the emission of one ton of a greenhouse gas,
relative to the emissions of one ton of carbon dioxide.
    (iii) Greenhouse gases (``GHG'') means carbon dioxide; methane;
nitrous oxide; nitrogen trifluoride; hydrofluorocarbons;
perfluorocarbons; and sulfur hexafluoride.
    (iv) GHG emissions means direct and indirect emissions of
greenhouse gases expressed in metric tons of CO2e, of which:
    (A) Direct emissions are GHG emissions from sources that are owned
or controlled by a portfolio company.
    (B) Indirect emissions are GHG emissions that result from the
activities of the portfolio company, but occur at sources not owned or
controlled by the portfolio company.
    (v) Scope 1 emissions are direct GHG emissions from operations that
are owned or controlled by a portfolio company.
    (vi) Scope 2 emissions are indirect GHG emissions from the
generation of purchased or acquired electricity, steam, heat, or
cooling that is consumed by operations owned or controlled by a
portfolio company.
    (vii) Scope 3 emissions are all indirect GHG emissions not
otherwise included in a portfolio company's Scope 2 emissions, which
occur in the upstream and downstream activities of a portfolio
company's value chain.
    (viii) Value chain means the upstream and downstream activities
related to a portfolio company's operations. Upstream activities in
connection with a value chain may include activities by a party other
than the portfolio company that relate to the initial stages of a
portfolio company's production of a good or service (e.g., materials
sourcing, materials processing, and supplier activities). Downstream
activities in

connection with a value chain may include activities by a party other
than the portfolio company that relate to processing materials into a
finished product and delivering it or providing a service to the end
user (e.g., transportation and distribution, processing of sold
products, use of sold products, end of life treatment of sold products,
and investments).
    (ix) A portfolio company or portfolio holding means a Fund's
investment in, including an indirect investment through a derivatives
instrument:
    (A) An issuer that is engaged in or operates a business or activity
that generates GHG emissions; or
    (B) An investment company, or entity that would be an investment
company under section 3(a) of the Investment Company Act but for the
exceptions to that definition provided for in sections 3(c)(1) and
3(c)(7), that invests in issuers described in paragraph A of this
subsection, except for an investment in reliance on Sec.  270. 12d1-1.
    (x) Use the values necessary to calculate the portfolio company's
equity value, total debt, and total revenue: (1) from the portfolio
company's most recent public report required to be filed with the
Commission pursuant to the Exchange Act or the Securities Act
(``regulatory report'') containing such information) or, (2) absent a
regulatory report, based on information provided by the portfolio
company. If a portfolio company's total revenue is reported in currency
other than U.S. dollars, convert the reported revenue into US dollars
using the exchange rate as of the date of the relevant regulatory
report providing the company's revenue.
    (xi) Sources of portfolio company emissions data.
    (A) If the portfolio company reports Scope 1, Scope 2, and Scope 3
emissions in a regulatory report, the Fund must use the Scope 1, Scope
2, or Scope 3 emissions in the portfolio company's most recent
regulatory report.
    (B) If the portfolio company does not report its Scope 1, Scope 2,
and Scope 3 emissions as described in subsection 1 of this instruction,
the Fund must use Scope 1, Scope 2, or Scope 3 emissions that are
publicly provided by the portfolio company.
    (C) If the portfolio company does not report or otherwise publicly
provide its Scope 1 and Scope 2 emissions, use a good faith estimate of
the portfolio company's Scope 1 and Scope 2 emissions. Discuss briefly
how the Fund calculates such estimates, including the sources of data
for determining such estimates, and the percentage of the Fund's
aggregated GHG emissions for which the Fund used estimates rather than
reported emissions.
    (xii) Use the value of each portfolio holding and the net asset
value of the portfolio as of the end of the Fund's most recently
completed fiscal year.
    (xiii) If a Fund obtains exposure to a portfolio company by
entering into a derivatives instrument, the derivatives instrument will
be treated as an equivalent position in the securities of the portfolio
company that are referenced in the derivatives instrument. A
derivatives instrument for this purpose means any swap, security-based
swap, futures contract, forward contract, option, any combination of
the foregoing, or any similar instrument.
* * * * *
    10. Business Development Companies.
    a. Every annual report filed under the Exchange Act by a business
development company must contain the information required by
Instruction 4.b, and, as applicable, Instructions 4.g(1)(B)-(E) and 4.h
to this Item.
    b. The requirement to respond to Instructions 4.g(1)(C)-(E) is
predicated on responses to certain disclosures required by Item C.3(j)
of Form N-CEN. For purposes of this Item, provide the information
required by Instructions 4.g(1)(C)-(E) to the extent that a business
development company would have supplied the predicate responses to Item
C.3(j) were it required to file Form N-CEN.
    c. Any information provided in response to Instructions 4.g(1)(B)-
(E) to this Item that appears in a business development company's
annual report must be included with the disclosure required by Item 7
of Form 10-K (Management's Discussion and Analysis of Financial
Condition and Results of Operations).
    d. Every annual report filed on Form 10-K that contains the
information required by Instruction 4.g(1)(E) to this Item also must
contain the information required by Item 7 of Form N-CSR (Disclosure of
Greenhouse Gas (GHG) Emissions Methodologies and Assumptions).
* * * * *
0
14. Amend Form N-8B-2 (referenced in Sec.  274.12) by:
0
a. In the heading of ``2. Preparation and filing of Registration
Statement'' under the General Instructions, adding a new instruction
(l); and
0
b. Revising the instructions to II.11.
    The addition and revisions read as follows:

    Note: The text of Form N-8B-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM N-8B-2

* * * * *

General Instructions for Form N-8B-2

* * * * *
    2. * * *

(l). Interactive Data

    (1) An Interactive Data File as defined in Rule 11 of Regulation S-
T [17 CFR 232.11] is required to be submitted to the Commission in the
manner provided by Rule 405 of Regulation S-T [17 CFR 232.405] for any
registration statement on Form N-8B-2 that includes information
provided in response to Item 11 pursuant to Instruction 2. The
Interactive Data File must be submitted with the filing to which it
relates on the date such filing becomes effective.
    (2) All interactive data must be submitted in accordance with the
specifications in the EDGAR Filer Manual.
* * * * *

General Description of the Trust and Securities of the Trust

* * * * *
    11. * * *

Instructions

    1. The registrant need only disclose information with respect to an
issuer that derived more than 15% of its gross revenues from the
business of a broker, a dealer, an underwriter, or an investment
adviser during its most recent fiscal year. If the registrant has
issued more than one class or series of securities, the requested
information must be disclosed for the class or series that has
securities that are being registered.
    2. If one or more environmental, social, or governance (``E,''
``S,'' or ``G,'' and collectively, ``ESG'') factors are used to select
the portfolio securities, describe briefly how such factors are
incorporated into the investment selection process, including which ESG
factors are considered.
* * * * *
0
15. Amend Form N-CEN (referenced in Sec. Sec.  249.330 and 274.101) by:
0
a. Redesignating Items C.3.b.i. through C.3.b.iv. as Items C.3.b.ii.
through C.3.b.v., and
0
b. Adding new Items C.3.b.i. and C.3.j.
    The additions read as follows:

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

FORM N-CEN

* * * * *

Part C: Additional Questions for Management Investment Companies

    Item C.3. * * *
    b. * * *
    i. Full name and LEI, if any, or provide and describe other
identifying number of index: ____
* * * * *
    j. Funds that incorporate Environmental, Social and/or Governance
(``E,'' ``S,'' or ``G,'' and collectively, ``ESG'') factors: __
    i. Does the Fund provide the disclosure required by Item
4(a)(2)(ii) of Form N-1A or Item 8.2.e.(2)(B) of Form N-2? [Y/N] If
yes,
    1. Is the Fund an ``Integration Fund'' as described in Item
4(a)(2)(i)(A) of Form N-1A or Item 8.2.(e)(1)(A) (A)of Form N-2? [Y/N]
    2. Is the Fund an ``ESG-Focused Fund'' as described in Item
4(a)(2)(i)(B) of Form N-1A or Item 8.2.e.(1)(B) of Form N-2? [Y/N] If
yes,
    A. Is the Fund an ``Impact Fund'' as described in Item
4(a)(2)(i)(C) of Form N-1A or Item 8.2.e.(1)(C) of Form N-2? [Y/N]
    ii. Which of the following factors does the Fund consider:
    1. Environmental factors? [Y/N]
    2. Social factors? [Y/N]
    3. Governance factors? [Y/N]
    iii. Which of the following does the Fund engage in to implement
its ESG strategy:

1. Tracks an index? [Y/N]
2. Applies an inclusionary screen? [Y/N]
3. Applies an exclusionary screen? [Y/N]
4. Proxy voting? [Y/N]
5. Engagement with issuers? [Y/N]
6. Other? [Y/N]

    iv. Does the Fund consider ESG information or scores from ESG
consultant(s) or other ESG service provider(s)? [Y/N] If yes,
    1. Full name(s) and LEI, if any, or provide and describe other
identifying number of ESG consultant(s) or other ESG service
provider(s): ____
    2. Is the ESG consultant(s) or other service provider(s) an
affiliated person of the Fund? [Y/N]
    v. Does the Fund follow any third-party ESG framework(s)? [Y/N] If
yes,
    1. Name(s) of the framework(s): ____
* * * * *
0
16. Amend Form N-CSR (referenced in Sec. Sec.  249.331 and 274.128) by:
0
a. Revising Instruction C.4;
0
b. Revising the second sentence of Item 2.(c);
0
c. Revising Item 2.(f)(1);
0
d. Redesignating Items 7 through 13 as Items 8 through 14;
0
e. Adding a new Item 7; and
0
f. In Certifications, revising the introductory text of Instruction to
paragraph (a)(2); and
0
g. Revising the heading ``Instructions to Item 13'' to read
``Instructions to Item 14.''.
    The revisions and addition read as follows:

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

FORM N-CSR

* * * * *

General Instructions

* * * * *
    C. * * *
    4. Interactive Data File. An Interactive Data File as defined in
Rule 11 of Regulation S-T [17 CFR 232.11] is required to be submitted
to the Commission in the manner provided by Rule 405 of Regulation S-T
[17 CFR 232.405] by a management investment company registered under
the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) to the
extent required by Rule 405 of Regulation S-T for information provided
in response to, as applicable:
    (a) Item 27(b)(7)(i)(B)-(E) of Form N-1A included in any annual
report filed on this Form;
    (b) Items 3.1, 4.3, 8.2.b, 8.2.d, 8.2.e, 8.3.a, 8.3.b, 8.5.b,
8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e, 10.3, and 10.5 of Form N-2
included in any annual report filed on this Form by a Registrant that
is filing a registration statement pursuant to General Instruction A.2
of Form N-2;
    (c) Instructions 4.g.(1)(B)-(E) to Item 24 of Form N-2 included in
any annual report filed on this Form; and
    (d) Item 7 of this Form.
* * * * *
    Item 2. * * *
    (c) * * * The registrant must file a copy of any such amendment as
an exhibit pursuant to Item 14(a)(1), unless the registrant has elected
to satisfy paragraph (f) of this Item by posting its code of ethics on
its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge,
upon request, pursuant to paragraph (f)(3) of this Item.
* * * * *
    (f) * * *
    (1) File with the Commission, pursuant to Item 14(a)(1), a copy of
its code of ethics that applies to the registrant's principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, as an exhibit to
its annual report on this Form N-CSR;
* * * * *

Item 7. Disclosure of Greenhouse Gas (GHG) Emissions Methodologies and
Assumptions

    If a registrant is required to disclose the aggregated GHG
emissions of its portfolio in its report transmitted to stockholders
pursuant to Rule 30e-1 under the Act, the registrant must provide
descriptions of any assumptions and methodologies it applied in
calculating the portfolio's GHG emissions, any limitations associated
with the registrant's assumptions and methodologies, and explanations
of any good faith estimates of GHG emissions the registrant was
required to make in response to Item 27(b)(7)(i)(E) of Form N-1A or
Instruction 4.g.(1)(E) to Item 24 of Form N-2.
* * * * *

Certifications

* * * * *

Instruction to Paragraph (a)(2)

    Until the date that the registrant has filed its first report on
Form N-PORT (17 CFR 270.150), in the certification required by Item
14(a)(2), the registrant's certifying officers must certify that they
have disclosed in the report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting.
* * * * *

Instructions to Item 14

* * * * *

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

0
17. 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. 1376.

0
18. Form ADV (referenced in Sec.  279.1) is amended by:
0
a. In Part 1A, Item 5, adding paragraphs K.(5), K.(6), and M.;
0
b. In Part 1A, Item 6, adding paragraph A.(15);
0
c. In Part 1A, Item 7, adding paragraph A.(17);
0
d. In Part 1A, Schedule D, adding Section 6.A.(15);

0
e. In Part 1A Schedule D, adding 7.A.5.(q);
0
f. In Part 1A Schedule D, adding Section 7.B.(1)A.29.;
0
g. In Part 2A Item 8, adding paragraph D.;
0
h. In Part 2A, adding Item 10.C.12.;
0
i. In Part 2A, revising 17.A.;
0
j. In Part 2A Appendix 1, revising Items 4.A, Items 6A. and C.
    The revisions and additions read as follows:

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

FORM ADV (Paper Version)

* * * * *

PART 1A

* * * * *
    Item 5. * * *
* * * * *
    K. Separately Managed Account Clients
* * * * *
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* * * * *

Uniform Application for Investment Adviser Registration

Part 2: Uniform Requirements for the Investment Adviser Brochure and
Brochure Supplements

* * * * *

Part 2A of Form ADV: Firm Brochure

* * * * *
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss
* * * * *

    D. For each significant investment strategy or method of analysis
you use for which you consider any ESG factors, provide a description
of the ESG factor or factors you consider, and how you incorporate
these factors when advising your clients with respect to investments,
including in the selection or recommendation of other investment
advisers, and whether and how you incorporate E, S, or G factors, or a
combination of ESG factors. This must include, but not be limited to,
an explanation of whether and how you:
    1. consider one or more ESG factors alongside other, non-ESG
factors in your investment advice, but such ESG factors are generally
no more significant than other factors in advising your clients with
respect to investments, such that ESG factors may not be determinative
in providing advice with respect to any particular investment
(``integration''); or
    2. focus on one or more ESG factors by using them as a significant
or main consideration in advising your clients with respect to
investments or in your engagement strategy with the companies in which
your clients invest (ESG-``focused''). ESG ``impact'' strategies or
methods of analysis are those ESG-focused strategies or methods of
analysis that seek to achieve a specific ESG impact or impacts. For any
ESG impact strategy or methodology, you must provide an overview of the
impact(s) you are seeking to achieve and how you are seeking to achieve
the impact(s) (including how you measure progress toward the stated
impact, disclosing the key performance indicators you analyze, the time
horizon you use to analyze progress, and the relationship between the
impact you are seeking to achieve and financial return(s)).
    If you use criteria or a methodology for evaluating, selecting, or
excluding investments in your significant investment strategy or method
of analysis based on the consideration of ESG factors, describe that
criterion and/or methodology and how you use it for each applicable
significant investment strategy or method of analysis. This must
include, but is not limited to, a description of whether (and how) you
use any of the following:
    1. an internal methodology, a third-party criterion or methodology
such as a scoring provider or framework, or a combination of both,
including an explanation of how the adviser evaluates the quality of
relevant third-party data;
    2. an inclusionary or exclusionary screen, including an explanation
of the factors the screen applies, such as particular industries or
business activities it seeks to include or exclude and if applicable,
what exceptions apply to the inclusionary or exclusionary screen; and/
or
    3. an index, including the name of the index and a description of
the index and how the index utilizes ESG factors in determining its
constituents.''

    Note: If you utilize or follow a third-party ESG framework,
criterion, or index, you may include a hyperlink to any such
framework, criterion, or index in your response to this Item.

* * * * *
Item 10. Other Financial Industry Activities and Affiliations
    C. * * *
* * * * *
    12. ESG consultant or other ESG service provider.
* * * * *
Item 17. Voting Client Securities
    A. If you have, or will accept, authority to vote client
securities, describe briefly your voting policies and procedures,
including those adopted pursuant to SEC rule 206(4)-6. If you have
specific voting policies or procedures to include one or more ESG
considerations when voting client securities, describe which ESG
factors you consider and how you consider them. Describe whether (and,
if so, how) your clients can direct your vote in a particular
solicitation. Describe how you address conflicts of interest between
you and your clients with respect to voting their securities. Describe
how clients may obtain information from you about how you voted their
securities. Explain to clients that they may obtain a copy of your
proxy voting policies and procedures upon request.
* * * * *

Part 2A Appendix 1 of Form ADV: Wrap Fee Program Brochure

* * * * *
Item 4. Services, Fees and Compensation
    A. Describe the services, including the types of portfolio
management services, provided under each program. Indicate the wrap fee
charged for each program or, if fees vary according to a schedule,
provide your fee schedule. Indicate whether fees are negotiable and
identify the portion of the total fee, or the range of fees, paid to
portfolio managers. If you consider Environmental, Social, or
Governance (``ESG'') factors under your programs, provide a description
of the factors you consider, and how you incorporate them under each
program.
* * * * *
Item 6. Portfolio Manager Selection and Evaluation
    A. * * *
    4. If you consider ESG factors when selecting, reviewing, or
recommending portfolio managers as described in this Item, describe the
ESG factors you consider and how you consider them. Your description of
those factors must include:
    (i) a description of any criteria or methodology you use to assess
portfolio managers' applications of the relevant ESG factors into their
portfolio management, including any industry or other standards for
presenting the achievement of ESG impacts and/or third-party ESG
frameworks, and any internal criteria or methodology;
    (ii) an explanation of whether you review, or whether a third-party
reviews, portfolio managers' applications of the relevant ESG factors
described above. If so, describe the nature of the review and the name
of any third party conducting the review.
    (iii) if applicable, an explanation that neither you nor a third-
party assesses portfolio managers' application of the relevant ESG
factors into their portfolio management, and/or that the portfolio
managers' application of the relevant ESG factors may not be
calculated, compiled, assessed, or presented on a uniform and
consistent basis.
* * * * *
    C. If you, or any of your supervised persons covered under your
investment adviser registration, act as a portfolio manager for a wrap
fee program described in the wrap fee program brochure, respond to
Items 4.B, 4.C, 4.D (Advisory Business), 6 (Performance-Based Fees and
Side-By-Side Management), 8.A and 8.D (Methods of Analysis, Investment
Strategies and Risk of Loss), and 17 (Voting Client Securities) of Part
2A of Form ADV.

    By the Commission.

    Dated: May 25, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-11718 Filed 6-16-22; 8:45 am]
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