relevant managers, it may limit the ability of investors to understand
fully how managers exercise their voting power, including by
determining not to vote shares.
    Another alternative we considered was allowing managers to not file
on Form N-PX when they did not exercise voting power over securities
that held say-on-pay votes during the reporting period. We do not
believe this alternative would substantially reduce costs for relevant
managers relative to the proposal because the proposal only requires
these managers to state in a Form N-PX filing that they have no votes
to report. Moreover, we believe that requiring all managers to make a
filing would permit both Commission staff and investors to identify
more easily managers who may have missed a filing obligation. Not
requiring all managers to make a filing could reduce the usefulness of
Form N-PX filings because investors would not necessarily understand
whether a manager did not make a filing because it did not exercise
voting power or because it simply neglected to file the form.
2. Amendments to Proxy Voting Information Reported on Form N-PX
    We are proposing changes to Form N-PX that would require disclosure
of information about the number of shares that were voted (or, if not
known, the number of shares that were instructed to be cast), as well
as disclosure of the number of shares the reporting person loaned and
did not recall.
    We considered proposing a requirement to disclose the number of
shares voted (or instructed to be cast) and not proposing the
requirement to disclose the number of shares the reporting person
loaned and did not recall for these votes. This approach would provide
information to understand split votes, but may have limited utility
otherwise. Specifically, this approach would not provide information to
help investors understand the full extent to which a reporting person
is voting shares. While the alternative approach would reduce reporting
burdens for some funds and managers, it would also have fewer benefits
for investors such as transparency into how a reporting person's
securities lending affects its proxy voting.\253\
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    \253\ See supra Section II.C.3.b. for detailed discussion.
---------------------------------------------------------------------------

3. Amendments to the Time of Reporting on Form N-PX or Placement of
Funds' Voting Records
    As an alternative to maintaining the current timeline for filing
reports on Form N-PX, we considered requiring funds or managers to
report relevant proxy votes more frequently, such as on a semiannual,
quarterly, or monthly basis, or shortly after a given vote is held. We
also considered maintaining the current annual reporting requirement,
but requiring reporting persons to file their reports more quickly
(e.g., by the end of July, rather than by the end of August). In
general, these alternatives would provide investors and other data
users with more timely information about how a fund or manager votes.
    A semiannual reporting requirement could be incorporated into
funds' current reporting of annual and semiannual shareholder reports
on Form N-CSR. The Commission proposed a similar approach to requiring
disclosure of funds' proxy voting records in 2002.\254\ At that time,
some commenters raised concern about the burdens of such an approach
for fund complexes with staggered fiscal year ends, as these fund
complexes could be required to file reports on Form N-CSR with complete
proxy voting records as many as twelve times per year.\255\ An approach
to requiring more frequent reporting of proxy voting records that is
tied to funds' fiscal year ends would likely create administrative
complexity for many fund complexes and would increase costs associated
with filing proxy voting information more frequently.
---------------------------------------------------------------------------

    \254\ See Disclosure of Proxy Voting Policies and Proxy Voting
Records by Registered Management Investment Companies, Investment
Company Act File No. 25739 (Sept. 20, 2002).
    \255\ See Form N-PX Adopting Release, supra footnote 7, at
paragraph accompanying n.39.
---------------------------------------------------------------------------

    As for a semiannual or quarterly reporting requirement on Form N-PX
that is based on the calendar year, either of these approaches may not
significantly enhance the timeliness of voting information in many
cases because most corporate issuers hold proxy votes within the few
months leading up to June 30, which is the end of the current Form N-PX
annual reporting period. As a result, if we required semiannual or
quarterly reporting of Form N-PX, most votes would likely be in the
reporting person's report for the first half of the year (for
semiannual reports) or for the second calendar quarter (for quarterly
reports). A semiannual or quarterly reporting requirement would also

increase reporting costs, as reporting persons would be required to
file either two or four Form N-PX reports per year rather than one
report per year.
    A requirement to report monthly or shortly after each proxy vote is
held would provide voting information much more quickly to investors
and this could provide certain benefits. For example, timelier public
reporting of funds' proxy votes has the potential to facilitate fund
shareholders' ability to monitor their funds' involvement in the
governance activities of portfolio companies, including within a single
proxy season.\256\ We currently are not proposing these alternative
approaches, however, because we do not have evidence that most fund
shareholders generally are interested in analyzing votes on a monthly
basis or shortly after they are held rather than focusing on a
reporting person's voting record more holistically. Also, these
alternative approaches would require reporting persons to disclose a
position in a security before disclosure of the position is required on
Form 13F or Form N-PORT, increasing the potential for disclosure of
sensitive information that competitors could use to front-run or
reverse engineer investing strategies. In addition, we would expect
both alternative approaches to increase costs associated with reporting
proxy voting information more frequently.
---------------------------------------------------------------------------

    \256\ See supra footnote 191 and accompanying text.
---------------------------------------------------------------------------

    Shortening the timeline for filing annual Form N-PX reports, which
is currently about two months after the end of the reporting period,
would marginally improve the timeliness of the reported information.
However, shortening the filing timeline by more than a few weeks would
increase the possibility of a reporting person being required to
disclose a vote on a security before otherwise being required to
disclose a position in that security on Form 13F or Form N-PORT. As a
result, this approach could to some extent increase the potential for
disclosure of sensitive information that competitors could use to
front-run or reverse engineer investing strategies.

F. Request for Comment

    We request comment on all aspects of our economic analysis,
including the potential costs and benefits of the proposed amendments
and alternatives thereto, and whether the amendments, if we were to
adopt them, would promote efficiency, competition, and capital
formation. In addition, we request comments on our selection of data
sources, empirical methodology, and the assumptions we have made
throughout the analysis. Commenters are requested to provide empirical
data, estimation methodologies, and other factual support for their
views, in particular, on costs and benefits estimates. In addition, we
request comment on:
    93. To what extent would the proposed amendments affect funds' or
managers' securities lending and have an impact on short-selling and
arbitrage trading activities? What additional materials and data should
we consider for estimating these effects?
    94. Are we correct to assume that the costs associated with the use
of a custom XML language for preparing Form N-PX would be minimal for
funds and managers? What would the impact of these costs be for small
reporting persons?
    95. We considered requiring funds to report proxy votes
semiannually, quarterly, or shortly after the vote is held. What are
the costs and benefits of requiring funds to report proxy votes
semiannually, quarterly, monthly, or shortly after the vote is held?
Are we correct to assume that investors and other users of Form N-PX
data generally are interested in analyzing a reporting person's voting
record more holistically rather than focusing on individual votes held
during time horizons shorter than one year and therefore likely would
derive little additional benefit from this increased reporting
frequency?

V. Paperwork Reduction Act

    Certain provisions of the proposed rules and form amendments
contain ``collection of information'' requirements within the meaning
of the Paperwork Reduction Act of 1995 (``PRA'').\257\ We are
submitting the proposed collections of information to the Office of
Management and Budget (``OMB'') for review in accordance with the
PRA.\258\ The title for the collection of information is: ``Form N-PX--
Annual Report of Proxy Voting Record'' (OMB Control No. 3235-
0582).\259\ An agency may not conduct or sponsor, and a person is not
required to respond to, a collection of information unless it displays
a currently valid OMB control number.
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    \257\ 44 U.S.C. 3501 et seq.
    \258\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
    \259\ The title for the collection of information relating to
Form N-PX would be renamed from ``Form N-PX--Annual Report of Proxy
Voting Record of Registered Management Investment Companies.''
---------------------------------------------------------------------------

    Section 14A(d) of the Exchange Act requires that every manager
subject to section 13(f) of the Exchange Act report at least annually
how it voted on say-on-pay votes, unless such vote is otherwise
required to be reported publicly by rule or regulation of the
Commission. To implement section 14A(d), we are proposing new rule
14Ad-1 under the Exchange Act, which would require managers to file
their record of say-on-pay votes with the Commission annually on Form
N-PX.\260\ We are also proposing to amend Form N-PX, which was adopted
pursuant to section 30 of the Investment Company Act and is currently
used by funds to file their complete proxy voting records with the
Commission, to accommodate the new filings by managers and to enhance
the information funds provide on their proxy votes.\261\ In addition,
we propose to amend Forms N-1A, N-2, and N-3 to disclose that their
proxy voting records are available on (or through) their websites.
Although the website availability requirement would be located in the
relevant registration form, the Commission is reflecting the burden for
these requirements in the burden estimate for Form N-PX--Annual Report
of Proxy Voting Record, and not in the burden for Forms N-1A, N-2, or
N-3.
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    \260\ For purposes of the PRA analysis, the burden associated
with the requirements of proposed rule 14Ad-1 is included in the
collection of information requirements of Form N-PX.
    \261\ 15 U.S.C. 80a-29.
---------------------------------------------------------------------------

    Form N-PX, including the amendments, contains collection of
information requirements. Compliance with the disclosure requirements
of the form is mandatory. Responses to the disclosure requirements will
not be kept confidential unless granted confidential treatment.\262\
---------------------------------------------------------------------------

    \262\ See Section II.F supra.
---------------------------------------------------------------------------

    The Commission estimates that there are approximately 2,087 funds
registered with the Commission.\263\ These registrants represent
approximately 11,619 fund portfolios that are required to file Form N-
PX reports. The 11,619 portfolios are composed of approximately 7,064
portfolios that do or may hold equity securities, 3,188 portfolios
holding no equity securities, and 1,367 portfolios holding fund
securities (i.e., fund of funds).\264\ In addition, the Commission
estimates that there are approximately

7,550 managers required to file Form 13F reports with the Commission,
which would be required to file Form N-PX reports under the
proposal.\265\
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    \263\ The estimate of 2,087 funds is based on staff review of
Form N-CEN filings of management investment companies registered
with the Commission as of December 2020.
    \264\ The Commission staff estimates that there are
approximately 6,301 portfolios that invest primarily in equity
securities, 763 ``hybrid'' portfolios that may hold some equity
securities (6,301 + 763 = 7,064), 2,848 bond portfolios that hold no
equity securities and 340 money market fund portfolios (2,848 + 340
= 3,188), and 1,367 funds of funds, for a total of 11,619 portfolios
required to file Form N-PX reports. See ICI 2021 Fact Book, supra
footnote 5, at 214-221.
    \265\ The estimate of 7,550 filers is based on the number of
managers who made Form 13F-HR or Form 13F-NT filings covering the
first quarter of 2021. Form 13F-NT filers report their holdings on
the Form 13F-HR of a different filer; while certain of those filers
may be eligible to use the joint reporting provisions of Form N-PX,
we have assumed for the purpose of this analysis that they will file
their own reports on Form N-PX.
---------------------------------------------------------------------------

    The tables below summarize the currently approved Form N-PX burden
estimates and our initial and ongoing annual burden estimates
associated with the proposed amendments, including proposed
requirements to identify proxy matters using the language of the
issuer's form of proxy, categorize proxy votes, provide quantitative
information related to shares voted (or instructed to be voted) and
shares the fund loaned and did not recall, follow specific formatting
and presentation instructions, file Form N-PX using a custom XML
language, and make proxy voting records available on (or through) fund
websites.\266\
---------------------------------------------------------------------------

    \266\ The estimates differ from the estimates in the 2010
Proposing Release for a variety of reasons, including that our
current proposal differs from the 2010 proposal in several ways and
the burden estimates of current Form N-PX have changed to some
extent since 2010. We are further updating our PRA estimates based
on our current estimates of the number of funds required to file
Form N-PX.
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BILLING CODE 8011-01-C
    Some commenters suggested that the burdens of the 2010 proposal on
funds and managers would be greater than the Commission's estimates at
that time, although none submitted quantitative estimates of a higher
burden.\267\ We also received a comment letter in connection with the
Proxy Mechanics Concept Release regarding the estimated average burden
hours per response on current Form N-PX, in which the commenter
indicated that it believed the then-current PRA burden estimate
understated the burden of an investment company's Form N-PX reporting
obligations.\268\ We are updating our estimates of the PRA burden
associated with Form N-PX to reflect our proposed amendments and have
taken commenters' feedback into account when developing these
estimates.
---------------------------------------------------------------------------

    \267\ Brown Letter; Fidelity Letter; Glass Lewis Letter I
(suggesting that the time and expense to provide disclosure
regarding shared voting authority would be greater than estimated);
ICI Letter (suggesting that the preparation, filing, and
recordkeeping activities associated with the proposed Form N-PX
amendments in 2010 would involve more than 1.5 hours of review by a
compliance attorney); ISS Letter; Reiland Letter.
    \268\ See BlackRock Letter on Concept Release (stating that the
then-estimated PRA burden of 9.6 hours ``grossly understates'' the
time and expense required for an investment company to complete Form
N-PX); Memorandum from the Division of Investment Management
regarding November 29, 2010 telephone call with BlackRock, Inc.,
representatives (November 30, 2010), available at http://www.sec.gov/comments/s7-30-10/s73010-33.pdf. Based on the staff's
subsequent conversation with the commenter, we believe that the
burden estimates of the current form requirements in this release
are appropriate, recognizing that the burden estimates are on a per
portfolio basis, rather than a per filing basis, and that Form N-PX
filings often contain multiple portfolios.
---------------------------------------------------------------------------

    We estimate that the proposed amendments would result in initial
and ongoing burdens for funds. For example, we recognize that funds may
need to make systems and other changes to comply with the proposed
requirement to file Form N-PX reports in an XML structured data
language and to categorize proxy voting matters. In addition, we
understand that the proposed requirement to categorize votes may
require some manual categorization or review on an ongoing basis.
Further, while funds should already have information about the number
of shares they voted (or instructed to be voted), the number of shares
loaned and not recalled, and the description of the voting matter from
the issuer's form of proxy, some changes may be needed to report the
currently available information on Form N-PX.
    In the 2010 proposal, we estimated that each manager required to
file its record of say-on-pay votes on Form N-PX would have the same
total internal hours burden and external cost burden as a fund. Our
revised estimates take into account differences between the 2010
proposal and our current proposal, as well as that managers will only
be required to report say-on-pay votes

whereas funds are required to file their complete voting record. For
example, we anticipate the proposed categorization requirement would be
more burdensome for funds, which would be required to categorize each
proxy vote, than for managers, which would be required to categorize
only say-on-pay votes. We accordingly estimate that managers would bear
approximately one-half of the ongoing annual burden borne by funds. We
also estimate that managers would have larger initial burdens than
funds because managers do not currently report on Form N-PX. While some
managers advise funds and have experience with Form N-PX reporting, and
some managers may otherwise be required to maintain records of their
proxy voting decisions, we understand some systems or other changes may
be needed to report information about say-on-pay votes on Form N-PX or
to rely on the joint reporting provisions.\269\
---------------------------------------------------------------------------

    \269\ See DOL Interpretive Bulletin 2016-01 [29 CFR 2509.2016-
01] (noting the Department of Labor's view that an investment
manager or other ERISA plan fiduciary would be required to maintain
accurate records as to proxy voting decisions). Some commenters on
the 2010 proposal indicated that some changes to recordkeeping and
reporting systems may be necessary if the Commission were to adopt
those proposed amendments. See Glass Lewis Letter I; IAA Letter; ISS
Letter; ABA Letter.
---------------------------------------------------------------------------

    We also estimate that managers would file approximately 194
amendments to Form N-PX reports as a result of the final adverse
disposition of a request for confidential treatment or upon expiration
of confidential treatment.\270\ For purposes of this estimate, we are
assuming that every manager will file its full record of say-on-pay
votes on ``voting'' report, and not file a ``notice'' report. In
practice, because certain managers exercise voting power over the same
securities as other managers, or exercise voting power over say-on-pay
votes that funds already report, the number of parties who need to
separately maintain records and prepare filings may be lower.
---------------------------------------------------------------------------

    \270\ See Confidential Treatment Instructions 6 and 7 to Form N-
PX. In the 2010 proposal, we estimated that approximately 200
amendments to Form N-PX reports would be filed annually by managers
as a result of the final adverse disposition of a request for
confidential treatment or upon expiration of confidential treatment.
Our current estimate is based on the number of Form 13F amendments
received by the Commission during each of the four quarters in 2020,
divided by four. For purposes of this estimate, we are
conservatively assuming that all 194 amendments filed are related to
the adverse disposition of a request for confidential treatment or
the expiration of confidential treatment, and that this results in
the full burden of a new Form N-PX filing being borne by the
manager. We do so even though we recognize that Form 13F amendments
also are filed to correct errors or omissions in a filing that does
not relate to a request for confidential treatment. Like the
existing PRA estimate for Form N-PX, our estimate does not allocate
a separate burden to amendments that merely correct errors or
omissions in a separate filing. For that reason, and because we
assume funds would not file confidential treatment-related
amendments, we are not including a burden estimate for amendments
filed by funds. See supra Section II.G.
---------------------------------------------------------------------------

    We request comment on whether our estimates are reasonable.
Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits comments
to: (1) Evaluate whether the proposed collection of information is
necessary for the proper performance of the functions of the
Commission, including whether the information will have practical
utility; (2) evaluate the accuracy of the Commission's estimate of the
burden of the proposed collection of information; (3) determine whether
there are ways to enhance the quality, utility, and clarity of the
information to be collected; and (4) determine whether there are ways
to minimize the burden of the collection of information on those who
are to respond, including through the use of automated collection
techniques or other forms of information technology. Persons wishing to
submit comments on the collection of information requirements of the
proposed amendments should direct them to the OMB Desk Officer for the
Securities and Exchange Commission,
[email protected], and should send a copy to
Vanessa A. Countryman, Secretary, Securities and Exchange Commission,
100 F Street NE, Washington, DC 20549-1090, with reference to File No.
S7-11-21. OMB is required to make a decision concerning the collections
of information between 30 and 60 days after publication of this
release; therefore a comment to OMB is best assured of having its full
effect if OMB receives it within 30 days after publication of this
release. Requests for materials submitted to OMB by the Commission with
regard to these collections of information should be in writing, refer
to File No. S7-11-21, and be submitted to the Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736.

VI. Regulatory Flexibility Act Certification for Managers and Initial
Regulatory Flexibility Analysis for Funds

A. Regulatory Flexibility Act Certification for Managers

    Pursuant to section 605(b) of the Regulatory Flexibility Act
(``RFA''), the Commission hereby certifies that proposed rule 14Ad-1
and the proposed amendments to Form N-PX relating to managers would
not, if adopted, have a significant economic impact on a substantial
number of small entities.\271\ The Commission's rule under the Exchange
Act that defines a ``small business'' and ``small organization'' does
not explicitly reference managers.\272\ However, rule 0-10 provides
that the Commission may ``otherwise define'' small entities for
purposes of a particular rulemaking proceeding. For purposes of the
proposed amendments relating to Form N-PX reporting requirements for
managers, the Commission has determined to use the definition of small
entity under 17 CFR 275.0-7(a) as more appropriate to the functions of
managers. The Commission believes that the proposed definition would
help ensure that all persons or entities that might be managers under
section 13(f) of the Exchange Act will be included within a category
addressed by the definition. Therefore, for purposes of this rulemaking
and the RFA, a manager is a small entity if it: (i) Has assets under
management having a total value of less than $25 million; (ii) did not
have total assets of $5 million or more on the last day of its most
recent fiscal year; and (iii) does not control, is not controlled by,
and is not under common control with another investment adviser that
has assets under management of $25 million or more, or any person
(other than a natural person) that had total assets of $5 million or
more on the last day of its most recent fiscal year.\273\ The
Commission requests comments on the use of this definition.
---------------------------------------------------------------------------

    \271\ 5 U.S.C. 605(b).
    \272\ 17 CFR 240.0-10 (``rule 0-10'').
    \273\ 17 CFR 275.0-7(a) (``rule 0-7(a)'').
---------------------------------------------------------------------------

    We are proposing that rule 14Ad-1 and associated Form N-PX
reporting obligations for say-on-pay votes would extend to each person
that (i) is an ``institutional investment manager'' as defined in the
Exchange Act; and (ii) is required to file reports under section 13(f)
of the Exchange Act. Managers are not required to submit reports on
Form 13F unless they exercise investment discretion with respect to
accounts holding section 13(f) securities having an aggregate fair
market value on the last trading day of any month of any calendar year
of at least $100 million.\274\ Therefore, no small entities for
purposes of rule 0-10 under the Exchange Act are affected by proposed
rule 14Ad-1 and the amendments to Form N-PX relating to managers. Thus,
there would be no significant economic impact on a substantial number
of small entities associated with these aspects of the

proposal. The Commission requests comment regarding this certification.
The Commission requests that commenters describe the nature of any
impact on small businesses and provide empirical data to support the
extent of the impact.
---------------------------------------------------------------------------

    \274\ See supra footnote 32.
---------------------------------------------------------------------------

B. Initial Regulatory Flexibility Act Analysis for Funds

    This Initial Regulatory Flexibility Analysis (``IRFA'') has been
prepared in accordance with section 3 of the RFA.\275\ It relates to
the Commission's proposed amendments to Form N-PX relating to funds, as
well as proposed amendments to Forms N-1A, N-2, and N-3.
---------------------------------------------------------------------------

    \275\ 5 U.S.C. 603.
---------------------------------------------------------------------------

1. Reasons for and Objectives of the Proposed Actions
    The Commission is proposing to amend Form N-PX under Investment
Company Act to enhance the information mutual funds, ETFs, and certain
other funds currently report annually about their proxy votes and to
make that information easier to analyze. In addition, we are proposing
amendments to Forms N-1A, N-2, and N-3 to require these funds to
disclose that their proxy voting records are publicly available on (or
through) their websites and available upon request, free of charge in
both cases.
2. Legal Basis
    The Commission is proposing the rule and form amendments that
affect funds contained in this document under the authority set forth
in the Securities Act [15 U.S.C. 77a et seq.], particularly sections 6,
7, 10, and 19(a) thereof, the Exchange Act, particularly sections
10(b), 13, 15(d), 23(a), 24, and 36 thereof [15 U.S.C. 78a et seq.],
the Investment Company Act [15 U.S.C. 80a et seq.], particularly
sections 8, 30, 31, 38, and 45 thereof.
3. Small Entities Subject to the Rule
    For purposes of Commission rulemaking in connection with the RFA,
an investment company is a small entity if, together with other
investment companies in the same group of related investment companies,
it has net assets of $50 million or less as of the end of its most
recent fiscal year.\276\ Commission staff estimates that, as of
December 2020, approximately 31 registered open-end mutual funds, 9
registered open-end ETFs, and 27 registered closed-end funds
(collectively, 67 funds) are small entities.
---------------------------------------------------------------------------

    \276\ See 17 CFR 270.0-10(a) [rule 0-10(a) under the Investment
Company Act] (``rule 0-10'').
---------------------------------------------------------------------------

4. Projected Reporting, Recordkeeping, and Other Compliance
Requirements
    We are proposing to amend Form N-PX, which funds currently use to
file their complete proxy voting records with the Commission, to
require reporting in a custom XML language, to require other formatting
and presentation changes, and to add certain new or modified disclosure
items.
    We are proposing amendments to Form N-PX that would affect funds
that are currently required to report on the form, including those that
are small entities. For instance, we propose to require funds to tie
the description of the voting matter to the issuer's form of proxy and
to categorize voting matters by type. In addition, we are proposing to
require information about the number of shares that were voted (or, if
not known, the number of shares that were instructed to be cast), as
well as the number of shares the fund loaned and did not recall. We are
also proposing to require reporting of information on Form N-PX in a
structured data language either via a Commission-supplied web-based
form or as an XML file.
    We are proposing a new section on the cover page of Form N-PX where
the reporting person would provide information in cases where the form
is filed as an amendment to a previously filed Form N-PX report. We are
also requiring that the cover page include information to help users
identify whether the reporting person is a fund or a manager. We are
adding a new summary page to Form N-PX, on which a fund would be
required to provide information about series whose votes are included
in the report, if applicable.
    For purposes of the PRA analysis, we have estimated that the
aggregate annual reporting, administrative, and paperwork costs imposed
by the form amendments on funds will be approximately $29 million.\277\
We also estimate aggregate one-time reporting, administrative, and
paperwork costs of approximately $55 million for funds that hold equity
securities.\278\
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    \277\ See supra Section V, Table 2.
    \278\ Id.
---------------------------------------------------------------------------

5. Duplicative, Overlapping, or Conflicting Federal Rules
    Except as otherwise discussed below, the Commission has not
identified any Federal rules that duplicate, overlap, or conflict with
the proposed rule. Currently, funds must file their proxy voting
records on EDGAR and either disclose that they make those records
available on their websites or deliver them to investors upon request.
Under the proposal, funds would disclose that their proxy voting
records are available on their websites and delivered upon request to
investors. We acknowledge that filing proxy voting records with the
Commission, posting them online, and delivering them upon request could
result in some investors being able to access the same information in
multiple ways or at multiple times, which could be duplicative.
However, each of these different requirements would serve a unique
purpose. We believe it is important for regulatory disclosures to be
filed with the Commission for oversight and compliance purposes.
Website posting would provide investors with broad access to this
information and conforms with evolving investor preferences regarding
the availability of fund disclosures.\279\ Finally, delivery-upon-
request could be especially important for investors who might not have
reliable access to the internet or who might prefer paper disclosures.
---------------------------------------------------------------------------

    \279\ See supra footnote 205.
---------------------------------------------------------------------------

6. Significant Alternatives
    The RFA directs us to consider significant alternatives that would
accomplish our stated objective, while minimizing any significant
adverse impact on small entities. In connection with the amendments,
the Commission considered the following alternatives: (i) The
establishment of differing compliance or reporting requirements or
timetables that take into account the resources available to small
entities; (ii) the clarification, consolidation, or simplification of
compliance and reporting requirements under the amendments for small
entities; (iii) the use of performance rather than design standards;
and (iv) an exemption from coverage of the amendments, or any part
thereof, for small entities.
    The Commission believes that, at the present time, special
compliance or reporting requirements for small entities, or an
exemption from coverage for small entities, would not be appropriate.
The proposed amendments are designed to increase transparency about how
funds vote. Different disclosure requirements for small entities, such
as reducing the level of proxy voting disclosure for small entities,
could raise investor protection concerns for investors in small funds
to the extent they would not have access to the same disclosures as
investors in large funds. Small funds currently must follow the same
proxy voting reporting

requirements as large funds in light of these concerns.
    We have endeavored through the proposed amendments to Form N-PX to
minimize the regulatory burden, including on small entities, while
meeting our regulatory objectives. In response to comments on the 2010
proposal, we have modified the proposed quantitative disclosures in
Form N-PX to: (1) Clarify the proposed disclosure of the number of
shares voted; and (2) no longer propose to require disclosure of the
number of shares the fund was entitled to vote. Reporting persons would
be able to use a web-based reporting application developed by the
Commission to generate the reports. We believe that these modifications
to the approach in the 2010 proposal result in retention of key
disclosures to help investors understand how a fund votes, while
reducing the burdens on funds.
    We have endeavored to clarify, consolidate, and simplify the
proposed requirements applicable to funds, including those that are
small entities. Finally, we do not consider the use of performance
rather than design standards to be consistent with our statutory
mandate of investor protection with respect to reporting of proxy
voting records.
7. General Request for Comment
    The Commission requests comments regarding this IRFA. We request
comments on the number of small entities that may be affected by our
proposed rules and guidelines, and whether the proposed rules and
guidelines would have any effects not considered in this analysis. We
request that commenters describe the nature of any effects on small
entities subject to the rules and forms and provide empirical data to
support the nature and extent of such effects. We also request comment
on the proposed compliance burdens and the effect these burdens would
have on smaller entities.

VII. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA''),\280\ the Commission 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:
---------------------------------------------------------------------------

    \280\ 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).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more;
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effects on competition, investment, or
innovation.
    We request comment on whether our proposal would be a ``major
rule'' for purposes of SBREFA. We solicit comment and empirical data
on:
     The potential effect 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.

VIII. Statutory Authority

    The Commission is proposing new rule 14Ad-1 pursuant to the
authority set forth in sections 13, 14A, 23(a), 24, and 36 of the
Exchange Act [15 U.S.C. 78m, 78n-1, 78w(a), 78x, and 78mm]. The
Commission is proposing amendments to rule 30b1-4 pursuant to the
authority set forth in sections 8, 30, 31, 38, and 45 of the Investment
Company Act [15 U.S.C. 80a-8, 80a-29, 80a-30, 80a-37, and 80a-44]. The
Commission is proposing amendments to Form N-PX pursuant to the
authority set forth in sections 13, 14A, 23(a), 24, and 36 of the
Exchange Act [15 U.S.C. 78m, 78n-1, 78w(a), 78x, and 78mm]; and
sections 8, 30, 31, 38, and 45 of the Investment Company Act [15 U.S.C.
80a-8, 80a-29, 80a-30, 80a-37, and 80a-44]. The Commission is proposing
amendments to Forms N-1A, N-2, and N-3 pursuant to the authority set
forth in sections 5, 6, 7, 10, 19(a), and 28 of the Securities Act [15
U.S.C. 77e, 77f, 77g, 77j, 77s(a), and 77z-3], sections 10(b), 13,
15(d), 23(a), and 36 of the Exchange Act [15 U.S.C. 78j(b), 78m,
78o(d), 78w(a), and 78mm], and sections 6(c), 8, 24(a), 30, and 38 of
the Investment Company Act [15 U.S.C. 80a-6(c), 80a-8, 80a-24(a), 80a-
29, and 80a-37]. The Commission is proposing amendments to rule 101 of
Regulation S-T pursuant to the authority set forth in sections 14A(d),
23(a), and 35A of the Exchange Act [15 U.S.C. 78n-1, 78w(a), and 78ll].
The Commission is proposing to amend the heading of Subpart D of Part
249 pursuant to the authority set forth in sections 13 and 14A(d) of
the Exchange Act [15 U.S.C. 78m and 78n-1].

List of Subjects

17 CFR Part 232

    Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

17 CFR Parts 240 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Parts 270 and 274

    Investment companies, Reporting and recordkeeping requirements,
Securities.

Text of Rule and Form Amendments

    For the reasons set out in the preamble, the Commission proposes to
amend title 17, chapter II, of the Code of Federal Regulations as
follows:

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

0
1. The general authority citation for part 232 is amended 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, 78n-1, 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
2. Amend section 232.101 by revising paragraph (a)(1)(iii) to read as
follows:

Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (iii) Statements, reports, and schedules filed with the Commission
pursuant to sections 13, 14, 14A(d), 15(d), or 16(a) of the Exchange
Act (15 U.S.C. 78m, 78n, 78n-1(d), 78o(d), and 78p(a)), and proxy
materials required to be furnished for the information of the
Commission in connection with annual reports on Form 10-K (Sec.
249.310 of this chapter), or Form 10-KSB (Sec.  249.310b of this
chapter) filed pursuant to section 15(d) of the Exchange Act;

    Note 1 to paragraph (a)(1)(iii).  Electronic filers filing
Schedules 13D and 13G with respect to foreign private issuers should
include in the submission header all zeroes (i.e., 00-0000000) for
the IRS tax identification number because the EDGAR system requires
an IRS number tag to be inserted for the subject company as a
prerequisite to acceptance of the filing.

    Note 2 to paragraph (a)(1)(iii).  Foreign private issuers must
file or submit their Form 6-K reports (Sec.  249.306 of this
chapter) in electronic format, except as otherwise permitted by
paragraphs (b)(1) and (b)(7) of this section.

* * * * *

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

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

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn,

77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 78g, 78i, 78j, 78j-
1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 78o-10, 78p, 78q,
78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29,
80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq., and 8302; 7 U.S.C.
2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; Pub. L. 111-203,
939A, 124 Stat. 1376 (2010); and Pub. L. 112-106, sec. 503 and 602,
126 Stat. 326 (2012), unless otherwise noted.
* * * * *
0
4. Add section 240.14Ad-1 to read as follows:

Sec.  240.14Ad-1  Report of proxy voting record.

    (a) Subject to paragraphs (b) and (c) of this section, every
institutional investment manager (as that term is defined in Section
13(f)(6)(A) of the Act (15 U.S.C. 78m(f)(6)(A))) that is required to
file reports under Section 13(f) of the Act (15 U.S.C. 78m(f)) must
file an annual report on Form N-PX (Sec. Sec.  249.326 and 274.129 of
this chapter) not later than August 31 of each year, for the most
recent 12-month period ended June 30, containing the institutional
investment manager's proxy voting record for each shareholder vote
pursuant to Sections 14A(a) and (b) of the Act (15 U.S.C. 78n-1(a) and
(b)) with respect to each security over which the manager exercised
voting power (as defined in paragraph (d) of this section).
    (b) An institutional investment manager is not required to file a
report on Form N-PX (Sec. Sec.  249.326 and 274.129 of this chapter)
for the 12-month period ending June 30 of the calendar year in which
the manager's initial filing on Form 13F (Sec.  249.325 of this
chapter) is due pursuant to Sec.  240.13f-1 of this part. For purposes
of this paragraph, ``initial filing'' on Form 13F means any quarterly
filing on Form 13F if no filing on Form 13F was required for the
immediately preceding calendar quarter.
    (c) An institutional investment manager is not required to file a
report on Form N-PX (Sec. Sec.  249.326 and 274.129 of this chapter)
with respect to any shareholder vote at a meeting that occurs after
September 30 of the calendar year in which the manager's final filing
on Form 13F (Sec.  249.325 of this chapter) is due pursuant to Sec.
240.13f-1 of this chapter. An institutional investment manager is
required to file a Form N-PX for the period July 1 through September 30
of the calendar year in which the manager's final filing on Form 13F is
due pursuant to Sec.  240.13f-1 of this chapter; this filing is
required to be made not later than March 1 of the immediately following
calendar year. For purposes of this paragraph, ``final filing'' on Form
13F means any quarterly filing on Form 13F if no filing on Form 13F is
required for the immediately subsequent calendar quarter.
    (d) For purposes of this section:
    (1) Voting power means the ability, through any contract,
arrangement, understanding, or relationship, to vote the security or
direct the voting of a security, including the ability to determine
whether to vote the security or to recall a loaned security.
    (2) Exercise of voting power means using voting power to influence
a voting decision with respect to a security.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

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

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

Subpart D--Forms for Annual and Other Reports of Issuers and Other
Persons Required Under Sections 13, 14A, and 15(d) of the
Securities Exchange Act of 1934

0
6. Revise the heading for Subpart D to read as set forth above:
0
7. Add Sec.  249.326 to read as follows:

Sec.  249.326  Form N-PX, annual report of proxy voting record.

    This form shall be used by institutional investment managers to
file an annual report pursuant to Sec.  240.14Ad-1 of this chapter
containing the manager's proxy voting record.

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

0
8. The general authority citation for part 270 continues to read as
follows:

    Authority:  15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
* * * * *

Sec.  270.30b1-4  [Amended]

0
9. Amend Sec.  270.30b1-4 by removing the phrase ``Form N-PX (Sec.
274.129 of this chapter)'' and adding in its place ``Form N-PX
(Sec. Sec.  249.326 and 274.129 of this chapter)''.

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

0
10. The authority citation for part 274 is revised to read as follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78n-1, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Pub L. 111-
203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.

0
11. Amend Form N-1A (referenced in Sec. Sec.  239.15A and 274.11A) by
revising Item 17(f) and Item 27(d)(5).
    The revisions read as follows:

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

FORM N-1A

* * * * *

Item 17. Management of the Fund

* * * * *
    (f) Proxy Voting Policies. Unless the Fund invests exclusively in
non-voting securities, describe the policies and procedures that the
Fund uses to determine how to vote proxies relating to portfolio
securities, including the procedures that the Fund uses when a vote
presents a conflict between the interests of Fund shareholders, on the
one hand, and those of the Fund's investment adviser; principal
underwriter; or any affiliated person of the Fund, its investment
adviser, or its principal underwriter, on the other. Include any
policies and procedures of the Fund's investment adviser, or any other
third party, that the Fund uses, or that are used on the Fund's behalf,
to determine how to vote proxies relating to portfolio securities.
Also, state that information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12-month period
ended June 30 is available (1) without charge, upon request, by calling
a specified toll-free telephone number and, if any, contacting a
specified email address; (2) on or through the Fund's website at a
specified internet address; and (3) on the Commission's website at
http://www.sec.gov.

Instructions

    1. A Fund may satisfy the requirement to provide a description of
the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities by including a copy of the
policies and procedures themselves.
    2. If a Fund (or financial intermediary through which shares of the
Fund may be purchased or sold) receives a request for the Fund's proxy
voting record by

phone or email, the Fund (or financial intermediary) must send the
information disclosed in the Fund's most recently filed report on Form
N-PX in a human-readable format, within three business days of receipt
of the request, by first-class mail or other means designed to ensure
equally prompt delivery.
    3. A Fund must make publicly available free of charge the
information disclosed in the Fund's most recently filed report on Form
N-PX on or through its website as soon as reasonably practicable after
filing the report with the Commission. The information disclosed in the
Fund's most recently filed report on Form N-PX must be in a human-
readable format and remain available on or through the Fund's website
for as long as the Fund remains subject to the requirements of Rule
30b1-4 (17 CFR 270.30b1-4).
* * * * *

Item 27. Financial Statements

* * * * *
    (d) Annual and Semiannual Reports. Every annual and semiannual
report to shareholders required by rule 30e-1 must contain the
following:
* * * * *
    (5) Statement Regarding Availability of Proxy Voting Record. A
statement that information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12-month period
ended June 30 is available (i) without charge, upon request, by calling
a specified toll-free telephone number and, if any, contacting a
specified email address; (ii) on or through the Fund's website at a
specified internet address; and (iii) on the Commission's website at
http://www.sec.gov.

Instructions

    1. If a Fund (or financial intermediary through which shares of the
Fund may be purchased or sold) receives a request for the Fund's proxy
voting record by phone or email, the Fund (or financial intermediary)
must send the information disclosed in the Fund's most recently filed
report on Form N-PX in a human-readable format, within three business
days of receipt of the request, by first-class mail or other means
designed to ensure equally prompt delivery.
    2. A Fund must make publicly available free of charge the
information disclosed in the Fund's most recently filed report on Form
N-PX on or through its website as soon as reasonably practicable after
filing the report with the Commission. The information disclosed in the
Fund's most recently filed report on Form N-PX must be in a human-
readable format and remain available on or through the Fund's website
for as long as the Fund remains subject to the requirements of rule
30b1-4 (17 CFR 270.30b1-4).
* * * * *
0
12. Amend Form N-2 (referenced in Sec. Sec.  239.14 and 274.11a-1) by
revising Item 18.16, Item 24.6.d, and Item 24.8.
    The revisions read as follows:

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

FORM N-2

* * * * *

Item 18. Management

* * * * *
    16. Unless the Registrant invests exclusively in non-voting
securities, describe the policies and procedures that the Registrant
uses to determine how to vote proxies relating to portfolio securities,
including the procedures that the Registrant uses when a vote presents
a conflict between the interests of the Registrant's shareholders, on
the one hand, and those of the Registrant's investment adviser;
principal underwriter; or any affiliated person (as defined in Section
2(a)(3) of the Investment Company Act and the rules thereunder) of the
Registrant, its investment adviser, or its principal underwriter, on
the other. Include any policies and procedures of the Registrant's
investment adviser, or any other third party, that the Registrant uses,
or that are used on the Registrant's behalf, to determine how to vote
proxies relating to portfolio securities. Also, state that information
regarding how the Registrant voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is
available (i) without charge, upon request, by calling a specified
toll-free telephone number and, if any, contacting a specified email
address; (ii) on or through the Registrant's website at a specified
internet address; and (iii) on the Commission's website at http://www.sec.gov.

Instructions

    1. A Registrant may satisfy the requirement to provide a
description of the policies and procedures that it uses to determine
how to vote proxies relating to portfolio securities by including a
copy of the policies and procedures themselves.
    2. If a Registrant (or financial intermediary through which shares
of the Registrant may be purchased or sold) receives a request for the
Registrant's proxy voting record by phone or email, the Registrant (or
financial intermediary) must send the information disclosed in the
Registrant's most recently filed report on Form N-PX [17 CFR 274.129]
in a human-readable format, within 3 business days of receipt of the
request, by first-class mail or other means designed to ensure equally
prompt delivery.
    3. A Registrant must make publicly available free of charge the
information disclosed in the Registrant's most recently filed report on
Form N-PX on or through its website as soon as reasonably practicable
after filing the report with the Commission. The information disclosed
in the Registrant's most recently filed report on Form N-PX must be in
a human-readable format and remain available on or through the
Registrant's website for as long as the Registrant remains subject to
the requirements of Rule 30b1-4 under the Investment Company Act [17
CFR 270.30b1-4].
* * * * *

Item 24. Financial Statements

* * * * *
    6. Every annual and semiannual report to shareholders required by
Section 30(e) of the Investment Company Act and Rule 30e-1 thereunder
shall contain the following information:
* * * * *
    d. A statement that information regarding how the Registrant voted
proxies relating to portfolio securities during the most recent 12-
month period ended June 30 is available (1) without charge, upon
request, by calling a specified toll-free telephone number and, if any,
contacting a specified email address; (2) on or through the
Registrant's website at a specified internet address; and (3) on the
Commission's website at http://www.sec.gov.
* * * * *
    8. a. When a Registrant (or financial intermediary through which
shares of the Registrant may be purchased or sold) receives a request
for a description of the policies and procedures that the Registrant
uses to determine how to vote proxies, the Registrant (or financial
intermediary) must send the information most recently disclosed in
response to Item 18.16 of this Form or Item 7 of Form N-CSR within 3
business days of receipt of the request, by first-class mail or other
means

designed to ensure equally prompt delivery.
    b. If a Registrant (or financial intermediary through which shares
of the Registrant may be purchased or sold) receives a request for the
Registrant's proxy voting record by phone or email, the Registrant (or
financial intermediary) must send the information disclosed in the
Registrant's most recently filed report on Form N-PX in a human-
readable format, within 3 business days of receipt of the request, by
first-class mail or other means designed to ensure equally prompt
delivery.
    c. A Registrant must make publicly available free of charge the
information disclosed in the Registrant's most recently filed report on
Form N-PX on or through its website as soon as reasonably practicable
after filing the report with the Commission. The information disclosed
in the Registrant's most recently filed report on Form N-PX must be in
a human-readable format and remain available on or through the
Registrant's website for as long as the Registrant remains subject to
the requirements of Rule 30b1-4 under the Investment Company Act.
* * * * *
0
13. Amend Form N-3 (referenced in Sec. Sec.  239.17a and 274.11b) by
revising Item 23(f), Item 31.4(d), and Item 31.6.
    The revisions read as follows:

    Note:  The text of Form N-3 does not, and these amendments will
not, appear in the Code of Federal Regulations.

FORM N-3

* * * * *

Item 23. Management of the Registrant

* * * * *
    (f) Proxy Voting Policies. Unless the Registrant invests
exclusively in non-voting securities, describe the policies and
procedures that the Registrant uses to determine how to vote proxies
relating to portfolio securities, including the procedures that the
Registrant uses when a vote presents a conflict between the interests
of investors, on the one hand, and those of the Registrant's investment
adviser; principal underwriter; or any affiliated person of the
Registrant, its investment adviser, or its principal underwriter, on
the other. Include any policies and procedures of the Registrant's
investment adviser, or any other third party, that the Registrant uses,
or that are used on the Registrant's behalf, to determine how to vote
proxies relating to portfolio securities. Also, state that information
regarding how the Registrant voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is
available (1) without charge, upon request, by calling a specified
toll-free telephone number and, if any, contacting a specified email
address; (2) on or through the Registrant's website at a specified
internet address; and (3) on the Commission's website at http://www.sec.gov.

Instructions

    1. A Registrant may satisfy the requirement to provide a
description of the policies and procedures that it uses to determine
how to vote proxies relating to portfolio securities by including a
copy of the policies and procedures themselves.
    2. If a Registrant (or financial intermediary through which shares
of the Registrant may be purchased or sold) receives a request for the
Registrant's proxy voting record by phone or email, the Registrant (or
financial intermediary) must send the information disclosed in the
Registrant's most recently filed report on Form N-PX [17 CFR 274.129]
in a human-readable format, within three business days of receipt of
the request, by first-class mail or other means designed to ensure
equally prompt delivery.
    3. A Registrant must make publicly available free of charge the
information disclosed in the Registrant's most recently filed report on
Form N-PX on or through its website as soon as reasonably practicable
after filing the report with the Commission. The information disclosed
in the Registrant's most recently filed report on Form N-PX must be in
a human-readable format and remain available on or through the
Registrant's website for as long as the Registrant remains subject to
the requirements of rule 30b1-4 [17 CFR 270.30b1-4].
* * * * *

Item 31. Financial Statements

* * * * *
    4. Every report required by section 30(e) of the 1940 Act and rule
30e-1 under it [17 CFR 270.30e-1] shall contain the following
information:
* * * * *
    (d) a statement that information regarding how the Registrant voted
proxies relating to portfolio securities during the most recent 12-
month period ended June 30 is available (i) without charge, upon
request, by calling a specified toll-free telephone number and, if any,
contacting a specified email address; (ii) on or through the
Registrant's website at a specified internet address; and (iii) on the
Commission's website at http://www.sec.gov;
* * * * *
    6. (a) When a Registrant (or financial intermediary through which
units of the Registrant may be purchased or sold) receives a request
for a description of the policies and procedures that the Registrant
uses to determine how to vote proxies, the Registrant (or financial
intermediary) must send the information disclosed in response to Item
23(f) of this Form, within three business days of receipt of the
request, by first-class mail or other means designed to ensure equally
prompt delivery.
    (b) If a Registrant (or financial intermediary through which units
of the Registrant may be purchased or sold) receives a request for the
Registrant's proxy voting record by phone or email, the Registrant (or
financial intermediary) must send the information disclosed in the
Registrant's most recently filed report on Form N-PX [17 CFR 274.129]
in a human readable format, within three business days of receipt of
the request, by first-class mail or other means designed to ensure
equally prompt delivery.
    (c) A Registrant must make publicly available free of charge the
information disclosed in the Registrant's most recently filed report on
Form N-PX on or through its website as soon as reasonably practicable
after filing the report with the Commission. The information disclosed
in the Registrant's most recently filed report on Form N-PX must be in
a human-readable format and remain available on or through the
Registrant's website for as long as the Registrant remains subject to
the requirements of rule 30b1-4 under the Investment Company Act [17
CFR 270.30b1-4].
* * * * *
0
14. The heading of Sec.  274.129 is revised to read as follows:

Sec.  274.129   Form N-PX, annual report of proxy voting record.

* * * * *
0
15. Form N-PX (referenced in Sec. Sec.  249.326 and 274.129) is revised
to read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, DC 20549

FORM N-PX

Annual Report of Proxy Voting Record

General Instructions

A. Rule as to Use of Form N-PX

    Form N-PX is to be used by a registered management investment
company, other than small business investment company registered on
Form N-5 (17 CFR 239.24 and 274.5), to file the registered management
investment company's complete proxy voting record pursuant to Section
30 of the Investment Company Act of 1940 (``Investment Company Act'')
and Rule 30b1-4 thereunder (17 CFR 270.30b1-4). Form N-PX also is to be
used by a person that is required to file reports under Rule 13f-1
(``Institutional Manager''), to file the Institutional Manager's proxy
voting record regarding votes pursuant to Sections 14A(a) and (b) of
the Securities Exchange Act of 1934 (``Exchange Act'') on certain
executive compensation matters, pursuant to Section 14A(d) of the
Exchange Act and Rule 14Ad-1 thereunder (17 CFR 240.14Ad-1). Form N-PX
is to be filed not later than August 31 of each year for the most
recent 12-month period ended June 30, except in the case of
Institutional Managers that make initial or final filings on Form 13F
during the relevant 12-month period as described in General Instruction
F.

B. Application of General Rules and Regulations

    The General Rules and Regulations under the Investment Company Act
and the Exchange Act contain certain general requirements that are
applicable to reporting on any form under those Acts. These general
requirements should be read and observed carefully in the preparation
and filing of reports on this form, except that any provision in the
form or in these instructions is controlling.

C. Joint Reporting Rules

    1. If two or more Institutional Managers, each of which is required
by Rule 14Ad-1 to file a report on Form N-PX for the reporting period,
exercised voting power over the same securities on a vote pursuant to
Section 14A(a) or (b) of the Exchange Act, only one such Institutional
Manager must include the information regarding that vote in its report
on Form N-PX.
    2. Two or more Institutional Managers that are affiliated persons,
as defined in Section 2(a)(3) of the Investment Company Act, may file a
joint report on a single Form N-PX notwithstanding that such
Institutional Managers do not exercise voting power over the same
securities.
    3. An Institutional Manager is not required to report proxy votes
that are reported on a Form N-PX report that is filed by a Fund.
    4. An Institutional Manager that exercised voting power over any
security with respect to proxy votes that are reported by another
Institutional Manager or Managers pursuant to General Instruction C.1
or C.2, or are reported on a Form N-PX report filed by a Fund, must
identify each Institutional Manager and Fund reporting on its behalf in
the manner described in Special Instruction B.2.c. and d.
    5. An Institutional Manager reporting proxy votes on behalf of
another Institutional Manager pursuant to General Instruction C.1 or
C.2 must identify any other Institutional Managers on whose behalf the
filing is made in the manner described in Special Instruction C.2.
    6. A Fund reporting proxy votes that would otherwise be required to
be reported by an Institutional Manager must identify any Institutional
Managers on whose behalf the filing is made in the manner described in
Special Instruction C.2.

D. Signature and Filing of Report

    1. a. For reports filed by a Fund, the report must be signed on
behalf of the Fund by its principal executive officer or officers. For
reports filed by Institutional Managers, the report must be signed on
behalf of the Institutional Manager by an authorized person. Attention
is directed to Rule 12b-11 under the Exchange Act and Rule 8b-11 under
the Investment Company Act concerning signatures.
    b. The name and title of each person who signs the report shall be
typed or printed beneath his or her signature.
    2. A reporting person must file reports on Form N-PX electronically
using the Commission's Electronic Data Gathering, Analysis, and
Retrieval (``EDGAR'') system in accordance with Regulation S-T, except
as provided by the Confidential Treatment Instructions. Consult the
EDGAR Filer Manual and Appendices for EDGAR filing instructions.

E. Definitions

    As used in this Form N-PX, the terms set out below have the
following meanings:
    ``Fund'' means a registered management investment company (other
than a small business investment company registered on Form N-5 (17 CFR
239.24 and 274.5)) or a separate Series of the registered management
investment company.
    ``Institutional Manager'' means a person that is required to file
reports under Rule 13f-1 under the Exchange Act.
    ``Reporting Person'' means the Institutional Manager or Fund filing
this report or on whose behalf the report is filed.
    ``Series'' means shares offered by a registered management
investment company that represent undivided interests in a portfolio of
investments and that are preferred over all other series of shares for
assets specifically allocated to that series in accordance with Rule
18f-2(a) under the Investment Company Act [17 CFR 270.18f-2(a)].

F. Transition Rules for Institutional Managers

    1. An Institutional Manager is not required to file a report on
Form N-PX for the 12-month period ending June 30 of the calendar year
in which the manager's initial filing on Form 13F is due pursuant to
Rule 13f-1 under the Exchange Act. For purposes of this paragraph, an
``initial filing'' on Form 13F means any quarterly filing on Form 13F
if no filing on Form 13F was required for the immediately preceding
calendar quarter.
    2. An Institutional Manager is not required to file a report on
Form N-PX with respect to any shareholder vote at a meeting that occurs
after September 30 of the calendar year in which the manager's final
filing on Form 13F is due pursuant to Rule 13f-1 under the Exchange
Act. An Institutional Manager is required to file a Form N-PX for the
period July 1 through September 30 of the calendar year in which the
manager's final filing on Form 13F is due pursuant to Rule 13f-1 under
the Exchange Act; this filing is required to be made not later than
March 1 of the immediately following calendar year. For purposes of
this paragraph, a ``final filing'' on Form 13F means any quarterly
filing on Form 13F if no filing on Form 13F is required for the
immediately subsequent calendar quarter.

Special Instructions

A. Organization of Form N-PX

    1. This form consists of three parts: the Form N-PX Cover Page
(``Cover Page''), the Form N-PX Summary Page (``Summary Page''), and
the proxy voting information required by the form (``Proxy Voting
Information'').
    2. Present the Cover Page and the Summary Page information in the

format and order provided in the form. Do not include any additional
information on the Summary Page.

B. Cover Page

    1. Amendments to a Form N-PX report must either restate the Form N-
PX report in its entirety or include only proxy voting information that
is being reported in addition to the information already reported in a
current public Form N-PX report for the same period. If the Form N-PX
report is filed as an amendment, then the reporting person must check
the amendment box on the Cover Page, enter the amendment number, and
check the appropriate box to indicate whether the amendment (a) is a
restatement or (b) adds new Proxy Voting Information. Each amendment
must include a complete Cover Page and, if applicable, a Summary Page.
    2. Designate the Report Type for the Form N-PX report by checking
the appropriate box in the Report Type section of the Cover Page, and
include, where applicable, the List of Other Persons Reporting for this
Manager (on the Cover Page), the Summary Page, and the Proxy Voting
Information, as follows:
    a. For a report by a Fund, check the box for Report Type
``Registered Management Investment Company Report,'' omit from the
Cover Page the List of Other Persons Reporting for this Manager, and
include both the Summary Page and the Proxy Voting Information.
    b. For a report by an Institutional Manager that includes all proxy
votes required to be reported by the Institutional Manager, check the
box for Report Type ``Institutional Manager Voting Report,'' omit from
the Cover Page the List of Other Persons Reporting for this Manager,
and include both the Summary Page and the Proxy Voting Information.
    c. For a report by an Institutional Manager, when all proxy votes
required to be reported by the Institutional Manager are reported by
another Institutional Manager or Managers or by one or more Funds,
check the box for Report Type ``Institutional Manager Notice,'' include
(on the Cover Page) the List of Other Persons Reporting for this
Manager, and file the Cover Page and required signature only.
    d. For a report by an Institutional Manager, if only part of the
proxy votes required to be reported by the Institutional Manager are
reported by another Institutional Manager or Managers or one or more
Funds, check the box for Report Type ``Institutional Manager
Combination Report,'' include (on the Cover Page) the List of Other
Persons Reporting for this Manager, and include both the Summary Page
and the Proxy Voting Information.
    3. If the Institutional Manager has a number assigned by the
Financial Industry Regulatory Authority's Central Registration
Depository system or by the Investment Adviser Registration Depository
system (``CRD number''), provide the Manager's CRD number. If the
Institutional Manager has a file number (e.g., 801-, 8-, 866-, 802-)
assigned by the Commission (``SEC file number''), provide the Manager's
SEC file number.
    4. The Cover Page may include information in addition to the
required information, so long as the additional information does not,
either by its nature, quantity, or manner of presentation, impede the
understanding or presentation of the required information. Place all
additional information at the end of the Cover Page, except as
permitted by paragraph (m) of Item 1.

C. Summary Page

    1. Include on the Summary Page the number of included Institutional
Managers with votes reported in this Form N-PX report pursuant to
General Instruction C. Enter as the number of included Institutional
Managers the total number of Institutional Managers in the list of
included Institutional Managers on the Summary Page, and do not count
the reporting person filing this report. See Special Instruction C.2.
If none, enter the number zero (``0'').
    2. Include on the Summary Page the list of included Institutional
Managers with votes reported in this Form N-PX report pursuant to
General Instruction C. Use the title, column headings, and format
provided.
    a. If this Form N-PX report does not report the proxy votes of any
Institutional Manager other than the reporting person, enter the word
``NONE'' under the title and omit the column headings and list entries.
    b. If this Form N-PX report reports the proxy votes of one or more
Institutional Managers other than the reporting person, enter in the
list of included Institutional Managers all such Institutional Managers
together with their respective Form 13F file numbers, if known and
their respective CRD Numbers and SEC File Numbers, if applicable and if
known. (The Form 13F file numbers are assigned to Institutional
Managers when they file their first Form 13F). Assign a number to each
Institutional Manager in the list of included Institutional Managers,
and present the list in sequential order. The numbers need not be
consecutive. Do not include the reporting person filing this report.
    3. For reports filed by a Fund, include on the Summary Page the
total number of Series of the Fund reported in this Form N-PX, if any,
the name of each Series included, and each Series identification
number. If this Form N-PX report does not report the proxy votes of any
Series, enter the word ``NONE'' under the title and omit the column
headings and list entries.

D. Proxy Voting Information

    1. Disclose the information required or permitted by Item 1 in the
order presented in paragraphs (a) through (m) of Item 1.
    2. The CUSIP number or ISIN required by paragraph (b) or (c) of
Item 1 may be omitted if it is not available through reasonably
practicable means, e.g., in the case of certain securities of foreign
issuers. The ISIN may also be omitted if the CUSIP number is reported.
    3. Item 1(e) requires an identification of the matter for all
matters. In responding to Item 1(e), identify all matters in the same
order as on the form of proxy and identify each matter using the same
language as on the form of proxy. For election of directors, identify
each director separately in the same order as on the form of proxy,
even if the election of directors is presented as a single matter on
the form of proxy.
    4. Item 1(f) requires the reporting person to categorize each
matter from a list of categories and subcategories that may apply to
such matter. In responding to Item 1(f), a reporting person must choose
all categories or subcategories applicable to such matter.
    5. In responding to paragraph (h) of Item 1, a reporting person may
use the number of shares voted as reflected in its records at the time
of filing a report on Form N-PX. If the reporting person has not
received confirmation of the actual number of votes cast prior to
filing a report on Form N-PX, the numbers reported may reflect the
number of shares instructed to be cast. A reporting person is not
required to amend a previously filed Form N-PX report if the reporting
person subsequently receives confirmation of the actual number of votes
cast.
    6. In responding to paragraphs (h) and (i) of Item 1:
    a. An Institutional Manager must report the number of shares that
the Institutional Manager is reporting on behalf of another
Institutional Manager pursuant to General Instruction C.1 or C.2
separately from the number of shares that the Institutional Manager is

reporting only on its own behalf. An Institutional Manager also must
separately report shares when the groups of Institutional Managers on
whose behalf the shares are reported are different. For example, if the
reporting Institutional Manager is reporting on behalf of Manager A
with respect to 10,000 shares and on behalf of Managers A and B with
respect to 50,000 shares, then the groups of 10,000 and 50,000 shares
must be separately reported.
    b. A Fund must separately report shares that are reported on behalf
of different Institutional Managers or groups of Institutional Managers
pursuant to General Instruction C.3.
    7. For purposes of paragraph (i) of Item 1, a reporting person is
considered to have loaned securities if it loaned the securities
directly or loaned the securities indirectly through a lending agent.
    8. If management did not make a recommendation on how to vote on a
particular matter, a reporting person should respond ``none'' to
paragraph (k) of Item 1 for that matter.
    9. In the case of a reporting person that is a Fund that offers
multiple series of shares, provide the information required by Item 1
separately by Series (for example, provide Series A's full proxy voting
record, followed by Series B's full proxy voting record).
    10. In response to paragraph (m), a reporting person may provide
additional information about the matter or how it voted, provided the
information does not, either by its nature, quantity, or manner of
presentation, impede the understanding or presentation of the required
information. The disclosure permitted by paragraph (m) is optional. A
reporting person is not required to respond to paragraph (m) for any
vote, and if a reporting person does provide additional information for
one or more votes, it is not required to provide this information for
all votes.

Confidential Treatment Instructions

    1. A reporting person should make requests for confidential
treatment of information reported on this form in accordance with Rule
24b-2 under the Exchange Act (17 CFR 240.24b-2).
    2. Rule 24b-2 requires a person filing confidential information
with the Commission to indicate at the appropriate place in the public
filing that the confidential portion has been so omitted and filed
separately with the Commission. A reporting person should comply with
this provision by including on the Summary Page, after the number of
included Institutional Managers and prior to the list of included
Institutional Managers, a statement that confidential information has
been omitted from the public Form N-PX report and filed separately with
the Commission.
    3. A reporting person must file all requests for and information
subject to the request for confidential treatment in accordance with
the instructions for filing confidential treatment requests for
information filed on Form 13F.
    4. A reporting person requesting confidential treatment must
provide enough factual support for its request to enable the Commission
to make an informed judgment as to the merits of the request, including
a demonstration that the information is both customarily and actually
kept private by the reporting person, and that release of this
information could cause harm to the reporting person. If a request for
confidential treatment of information filed on Form N-PX relates to a
request for confidential treatment of information included in an
Institutional Manager's filing on Form 13F, the Institutional Manager
should so state and identify the related request. In such cases, the
Institutional Manager need not repeat the analysis set forth in the
request for confidential treatment in connection with the Form 13F
filing. The Institutional Manager's request, however, must explain
whether and, if so, how the Form N-PX and Form 13F confidential
treatment requests are related and should identify if any of the
analysis in its request for confidential treatment on Form 13F does not
apply, or applies differently, to its report on Form N-PX.
    5. State the period of time for which confidential treatment of the
proxy voting information is requested. The time period specified may
not exceed one (1) year from the date that the Form N-PX report is
required to be filed with the Commission. The request must include a
justification of the time period for which confidential treatment is
requested, as required by Rule 24b-2(b)(2)(ii).
    6. At the expiration of the period for which confidential treatment
has been granted (the ``Expiration Date''), the Commission, without
additional notice to the reporting person, will make the proxy voting
information public unless a de novo request for confidential treatment
of the information that meets the requirements of Rule 24b-2 and these
Confidential Treatment Instructions is filed with the Commission at
least fourteen (14) days in advance of the Expiration Date.
    7. Upon the final adverse disposition of a request for confidential
treatment, or upon the expiration of the confidential treatment
previously granted for a filing, unless a hardship exemption is
available, the reporting person must submit electronically, within six
(6) business days of the expiration or notification of the final
disposition, as applicable, an amendment to its publicly filed Form N-
PX report that includes the proxy voting information as to which the
Commission denied confidential treatment or for which confidential
treatment has expired. An amendment filed under such circumstances must
not be a restatement; the reporting person must designate it as an
amendment which adds new proxy voting information. The reporting person
must include at the top of the Form N-PX Cover Page the following
legend to correctly designate the type of filing being made:
    This filing lists proxy vote information reported on the Form N-PX
filed on (date) pursuant to a request for confidential treatment and
for which (that request was denied/confidential treatment expired) on
(date).

Paperwork Reduction Act Information

    Form N-PX is to be used by a Fund to file reports with the
Commission pursuant to Section 30 of the Investment Company Act and
Rule 30b1-4 thereunder. Form N-PX also is to be used by an
Institutional Manager to file reports with the Commission as required
by Section 14A(d) of the Exchange Act and Rule 14Ad-1 thereunder. Form
N-PX is to be filed not later than August 31 of each year, containing
the reporting person's proxy voting record for the most recent 12-month
period ended June 30. The Commission may use the information provided
on Form N-PX in its regulatory, disclosure review, inspection, and
policymaking roles.
    Funds and Institutional Managers are required to disclose the
information specified by Form N-PX, and the Commission will make this
information public. Funds and Institutional Managers are not required
to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and
Budget (``OMB'') control number. Please direct comments concerning the
accuracy of the information collection burden estimate and any
suggestions for reducing the burden to the Secretary, Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. The
OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. 3507.
BILLING CODE 8011-01-P

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FORM N-PX

Item 1. Proxy Voting Record

    If the reporting person is a Fund, disclose the following
information for each matter relating to a portfolio security considered
at any shareholder meeting held during the period covered by the report
and with respect to which the reporting person was entitled to vote,
including securities on loan for purposes of this form. If the
reporting person is an Institutional Manager, disclose the following
information for each shareholder vote pursuant to Sections 14A(a) and
(b) of the Exchange Act over which the manager exercised voting power,
as defined in Rule 14Ad-1(d) under the Exchange Act [17 CFR 240.14Ad-
1]. If a reporting person does not have any proxy votes to report for
the reporting period, the reporting person must file a report with the
Commission stating that the reporting person does not have proxy votes
to report.
    (a) The name of the issuer of the security;
    (b) The Council on Uniform Securities Identification Procedures
(``CUSIP'') number for the security;
    (c) The International Securities Identification Number (``ISIN'')
for the security;
    (d) The shareholder meeting date;

    (e) An identification of the matter voted on;
    (f) All categories and subcategories applicable to the matter voted
on from the following list of categories and subcategories:
    (A) Board of directors (subcategories: director election, term
limits, committees, size of board, or other board of directors matters
(along with a brief description));
    (B) Section 14A say-on-pay votes (subcategories: 14A executive
compensation, 14A executive compensation vote frequency, or 14A
extraordinary transaction executive compensation);
    (C) Audit-related (subcategories: Auditor ratification, auditor
rotation, or other audit-related matters (along with a brief
description));
    (D) Investment company matters (subcategories: Change to investment
management agreement, new investment management agreement, assignment
of investment management agreement, business development company
approval of restricted securities, closed-end investment company
issuance of shares below net asset value, business development company
asset coverage ratio change, or other investment company matters (along
with a brief description));
    (E) Shareholder rights and defenses (subcategories: Adoption or
modification of a shareholder rights plan, control share acquisition
provisions, fair price provisions, board classification, cumulative
voting, or other shareholder rights and defenses matters (along with a
brief description));
    (F) Extraordinary transactions (subcategories: Merger, asset sale,
liquidation, buyout, joint venture, going private, spinoff, delisting,
or other extraordinary transaction matters (along with a brief
description));
    (G) Security issuance (subcategories: Equity, debt, convertible,
warrants, units, rights, or other security issuance matters (along with
a brief description));
    (H) Capital structure (subcategories: Stock split, reverse stock
split, dividend, buyback, tracking stock, adjustment to par value,
authorization of additional stock, or other capital structure matters
(along with a brief description));
    (I) Compensation (subcategories: Board compensation, executive
compensation (other than Section 14A say-on-pay), board or executive
anti-hedging, board or executive anti-pledging, compensation clawback,
10b5-1 plans, or other compensation matters (along with a brief
description));
    (J) Corporate governance (subcategories: Articles of incorporation
or bylaws, board committees, codes of ethics, or other corporate
governance matters (along with a brief description));
    (K) Meeting governance (subcategories: Approval to adjourn,
acceptance of minutes, or other meeting governance matters (along with
a brief description));
    (L) Environment or climate (subcategories: Greenhouse gas (GHG)
emissions, transition planning or reporting, biodiversity or ecosystem
risk, chemical footprint, renewable energy or energy efficiency, water
issues, waste or pollution, deforestation or land use, say-on-climate,
environmental justice, or other environment or climate matters (along
with a brief description));
    (M) Human rights or human capital/workforce (subcategories:
Workforce-related mandatory arbitration, supply chain exposure to human
rights risks, outsourcing or offshoring, workplace sexual harassment,
or other human rights or human capital/workforce matters (along with a
brief description));
    (N) Diversity, equity, and inclusion (subcategories: Board
diversity, pay gap, or other diversity, equity, and inclusion matters
(along with a brief description));
    (O) Political activities (subcategories: Lobbying, political
contributions, or other political activity matters (along with a brief
description));
    (P) Other social (subcategories: Data privacy, responsible tax
policies, charitable contributions, consumer protection, or other
social matters (along with a brief description)); or
    (Q) Other (along with a brief description).
    (g) For reports filed by Funds, disclose whether the matter was
proposed by the issuer or by a security holder and, if by a security
holder, whether the matter was a proposal or counterproposal;
    (h) The number of shares that were voted, with the number zero
(``0'') entered if no shares were voted;
    (i) The number of shares that the reporting person loaned and did
not recall;
    (j) How the shares in paragraph (h) were voted (e.g., for or
against proposal, or abstain; for or withhold regarding election of
directors) and, if the votes were cast in multiple manners (e.g., for
and against), the number of shares voted in each manner;
    (k) Whether the votes disclosed in paragraph (j) represented votes
for or against management's recommendation;
    (l) Identify each Institutional Manager on whose behalf this Form
N-PX report is being filed (other than the reporting person filing the
report) and that exercised voting power over the securities voted by
entering the number assigned to the Institutional Manager in the List
of Included Institutional Managers; and
    (m) Any other information the reporting person would like to
provide about the matter or how it voted.

SIGNATURE

[See General Instruction D]
    Pursuant to the requirements of the [Securities Exchange Act of
1934 (for Institutional Managers)] [Investment Company Act of 1940 (for
Funds)], the reporting person has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
(Reporting Person)-----------------------------------------------------

By (Signature and Title) *---------------------------------------------

Date-------------------------------------------------------------------

    * Print the name and title of each signing officer under his or her
signature.

    By the Commission.

    Dated: September 29, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-21549 Filed 10-14-21; 8:45 am]
BILLING CODE 8011-01-C