[Federal Register Volume 87, Number 125 (Thursday, June 30, 2022)]
[Rules and Regulations]
[Pages 38943-38981]
[FR Doc No: 2022-13936]

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SECURITIES AND EXCHANGE COMMISSION

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

[Release Nos. 34-95148; IA-6056; IC-34635; File No. S7-15-21]
RIN 3235-AM97

Electronic Submission of Applications for Orders Under the
Advisers Act and the Investment Company Act, Confidential Treatment
Requests for Filings on Form 13F, and Form ADV-NR; Amendments to Form
13F

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'' or
``SEC'') is adopting amendments to rules to convert the filing of
certain applications, confidential treatment requests, and forms from
paper to electronic submission. Specifically, we are amending our rules
to require that the following types of filings be submitted via our
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system:
applications for orders under any section of the Investment Advisers
Act of 1940 (``Advisers Act'') and confidential treatment requests for
filings made under section 13(f) of the Securities Exchange Act of 1934
(``Exchange Act''). We also are adopting rule amendments to harmonize
the requirements for the submission of applications for orders under
the Advisers Act and the Investment Company Act of 1940 (``Investment
Company Act''). In addition, we are amending other rules and a form to
require the electronic submission of Form ADV-NR through the Investment
Adviser Registration Depository (``IARD'') system. We also are adopting
requirements for non-resident general partners and non-resident
managing agents to amend their Form ADV-NR within 30 days whenever any
information contained in the form becomes inaccurate by filing with the
Commission a new Form ADV-NR. Further, we are adopting amendments to
Form 13F to require managers to provide additional identifying
information and to allow managers to disclose, for any security
reported on Form 13F, the security's share class level Financial
Instrument Global Identifier (``FIGI''). Finally, we are adopting
certain technical amendments to Form 13F, including modernizing the
structure of data reporting and amending the instructions on Form 13F
for confidential treatment requests in light of a recent decision of
the U.S. Supreme Court.

DATES:
    Effective date: This rule is effective August 29, 2022, except for
the amendments to Form 13F (referenced in 17 CFR 249.325) which are
effective January 3, 2023.
    Compliance date: The applicable compliance dates are discussed in
section II.D. of this final rule.

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

SUPPLEMENTARY INFORMATION: The Commission is adopting amendments to 17
CFR 232.11 (``rule 11''), 17 CFR 232.100 (``rule 100''), 17 CFR 232.101
(``rule 101''), 17 CFR 232.102 (``rule 102''), and 17 CFR 232.201
(``rule 201'') of 17 CFR 232.11 through 232.903 (``Regulation S-T'')
relating to electronic filing on the EDGAR system; 17 CFR 275.0-4
(``rule 0-4'') and 17 CFR 275.203-1 (``rule 203-1'') under the Advisers
Act; 17 CFR 279.4 (``Form ADV-NR'') and the instructions to 17 CFR
279.1 (``Form ADV'') under the Advisers Act; 17 CFR 270.0-2 (``rule 0-
2'') under the Investment Company Act; 17 CFR 240.24b-2 (``rule 24b-
2'') under the Exchange Act; and 17 CFR 249.325 (``Form 13F'').

TABLE OF CONTENTS

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

    1. Alternative Filing System for Advisers Act Orders
    2. Alternative Filing System for 13(f) Confidential Treatment
Requests
    3. Single Form 13F Filing With Electronic Attachment
    4. Alternative Security Identifier Requirement
V. Paperwork Reduction Act
    A. Amendments to Rule 0-4
    1. Burden Estimate for Rule 0-4
    B. Amendment to Form ADV-NR
    1. Burden Estimate for Form ADV-NR
    C. Form ADV and Rule 203-1
    D. Amendments to Form 13F
VI. Regulatory Flexibility Act Certification
VII. Statutory Authority
Text of Rule and Form Amendments

I. Introduction

    The Commission seeks to promote efficiency, transparency, and
operational resiliency by modernizing the manner in which information
is submitted to us and, where appropriate, disclosed to the public.
Electronic filing improves our ability to achieve these goals.
Specifically, electronic filing minimizes the risks of delay in staff
receiving the information via paper submissions, and it increases
efficiency in the staff review process by reducing staff processing
time, increasing quality assurance, and improving the ability to review
and analyze information contained in electronic submissions. In
addition to increasing staff efficiency of review, publicly filed
electronic submissions are more readily available on our website in
easily searchable formats, which benefits investors, the asset
management industry, and other market participants.
    In addition, electronic filing capabilities have proved to be an
effective measure in addressing certain of the logistical and
operational issues raised by the spread of coronavirus disease
(``COVID-19''). We believe that converting paper submissions to
electronic submissions would allow the Commission, and those persons
filing the submissions, to more effectively and efficiently navigate
any future disruptive events--like COVID-19--that make the paper
submission process unnecessarily burdensome, impractical, or
unavailable. Further, we believe that the proposed electronic
submission process better reflects the current business practices and
operations of those persons that file the submissions and, as a result,
would likely reduce the burden associated with submitting such filings.
These benefits are among the reasons that the Commission has
transitioned filings from paper to electronic format in many
contexts.\1\
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    \1\ See Amendments to the Commission's Rules of Practice,
Release No. 34-90442 (Nov. 17, 2020) [85 FR 86464 (Dec. 30, 2020)];
see also Electronic Signatures in Regulation S-T Rule 302, Release
No. 33-10889 (Nov. 17, 2020) [85 FR 78224 (Dec. 4, 2020)]; see also
Updating Edgar Filing Requirements, Release No. 33-11005 (Nov. 4,
2021).
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    We proposed rule and form amendments to require electronic filing
of certain forms, as well as additional amendments to enhance
information reported on Form 13F and to modernize the form, in November
2021.\2\ Commenters generally supported the Commission's goal of
modernizing the manner in which information is submitted to the
Commission and generally agreed that the proposed amendments would
increase filing efficiency and reduce burdens on filers.\3\ As
discussed in more detail below, we are adopting these amendments
largely as proposed. Therefore, the final rules will require
applications for orders under any section of the Advisers Act,\4\ and
of confidential treatment requests for filings made under section 13(f)
of the Exchange Act (``13(f) Confidential Treatment Requests''), to be
submitted through the EDGAR system.\5\ In addition, we are adopting
amendments to Form 13F: (i) a requirement for an institutional
investment manager \6\ (``manager'') that files Form 13F to provide
certain identifying information, (ii) in response to comments received,
allow managers to disclose, for any security reported on Form 13F, the
security's share class level FIGI in addition to the security's
Committee on Uniform Securities Identification Procedures (``CUSIP'')
number; (iii) certain technical amendments to modernize the information
reported on Form 13F, consistent with its existing eXtensible Markup
Language (``XML'') structured data language, and (iv) a modification to
instruction 2.d. of Form 13F's Confidential Treatment Instructions to
update that instruction and make it consistent with a recent U.S.
Supreme Court decision.\7\ We also are adopting other rule amendments
to harmonize the requirements for submission of applications for orders
under the Advisers Act and the Investment Company Act.
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    \2\ See Electronic Submission of Applications for Orders under
the Advisers Act and the Investment Company Act, Confidential
Treatment Requests for Filings on Form 13F, and Form ADV-NR;
Amendments to Form 13F, Release No. IC-34415 (Nov. 4, 2021) [86 FR
64839 (Nov. 19, 2021)] (``Proposing Release''). The comment letters
on the Proposing Release (File No. S7-15-21) are available at
https://www.sec.gov/comments/s7-15-21/s71521.htm.
    \3\ See e.g., Comment Letter of the Investment Company Institute
(Dec. 17, 2021) (``ICI Comment Letter''); Comment Letter of the
Private Investor Coalition (Dec. 17, 2021) (``PIC Comment Letter'');
Comment Letter of WhaleWisdom (Dec. 17, 2021) (``WhaleWisdom Comment
Letter''); Joint Comment Letter of the American Bankers Association
and CUSIP Global Services (Dec. 20, 2021) (``ABA and CUSIP Comment
Letter'').
    \4\ Applications for registration as an investment adviser under
the Advisers Act and applications for withdrawal from registration
are filed via IARD. See 17 CFR 275.203-1; 17 CFR 275.203-2. We are
not altering these requirements.
    \5\ The EDGAR Filer Manual, which is promulgated by the
Commission, sets out the technical formatting requirements for
electronic submissions. See 17 CFR 232.301.
    \6\ The term ``institutional investment manager'' includes any
person, other than a natural person, investing in or buying and
selling securities for its own account, and any person exercising
investment discretion with respect to the account of any other
person. See section 13(f)(6)(A) of the Exchange Act [15 U.S.C.
78m(f)(6)]. The term ``person'' includes any natural person,
company, government, or political subdivision, agency, or
instrumentality of a government. See section 3(a)(9) of the Exchange
Act [15 U.S.C. 78c(3)(9)].
    \7\ Food Marketing Institute v. Argus Leader Media, 139 S.Ct.
2356 (2019) (overturning the longstanding interpretation set forth
in National Parks v. Morton, 498 F.2d 765 (D.C. Cir. 1974) of
``confidential'' for purposes of FOIA exemption 4).
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    Finally, we are adopting amendments to require Form ADV-NR filers
to file electronically, rather than in paper format. Non-resident
general partners and non-resident managing agents of both SEC-
registered investment advisers and exempt reporting advisers must file
Form ADV-NR to appoint an agent for service of process in the United
States.\8\ Under the final rules, they will submit Form ADV-NR through
the IARD system.
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    \8\ As proposed, the final rule will permit Form ADV-NR filers
to file the form in paper format if granted a hardship exemption
under 17 CFR 275.203-3.
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II. Discussion

A. Applications

1. Electronic Filing
    Section 206A of the Advisers Act gives the Commission the authority
to provide exemptions from any provision of the Advisers Act or any
rule or regulation thereunder, provided the exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Advisers Act.\9\ Applicants seeking an exemption must
apply to the Commission to obtain an order. Applicants typically
include, but are not limited to, registered investment advisers, exempt
reporting advisers, and persons not registered with the Commission but
who meet the definition of ``investment adviser'' under the Advisers
Act.\10\
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    \9\ 15 U.S.C. 80b-6a.
    \10\ See 15 U.S.C. 80b-2(a)(11) (defining ``investment
adviser'').
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    As proposed, we are adopting amendments to Regulation S-T and
Advisers Act rule 0-4 to require persons applying for an order under
the

Advisers Act, for which a form with instructions is not specifically
prescribed, to file applications electronically through EDGAR.\11\
These amendments will make the application process for orders under the
Advisers Act more consistent with the application process for orders
under the Investment Company Act, which has been requiring applicants
to file electronically through EDGAR since 2009.\12\ Persons applying
for orders under both the Advisers Act and the Investment Company Act
will be able to file applications jointly in a single submission. As is
the case for applications under the Investment Company Act, temporary
hardship exemptions from electronic filing will not be available for
applications for orders under the Advisers Act, but continuing hardship
exemptions from electronic filing will be available.
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    \11\ Rule 0-4 concerns general requirements for applications
under the Advisers Act, among other things. Regulation S-T concerns
general requirements for electronic filings. See 17 CFR 232.11, 17
CFR 232.100, 17 CFR 232.101, 17 CFR 232.102, 17 CFR 232.201, and 17
CFR 275.0-4.
    \12\ See generally, Mandatory Electronic Submission of
Applications for Orders under the Investment Company Act and Filings
Made Pursuant to Regulation E, Release No. 33-8981 (Oct. 29, 2008)
[73 FR 65516 (Nov. 4, 2008)] (``2008 IC Applications Release'')
(effective date, Jan. 1, 2009).
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    We received one comment letter supportive of requiring persons to
file applications for orders under the Advisers Act electronically on
EDGAR, stating that it would increase filing efficiency and promote a
streamlined and consistent application process for advisers and
funds.\13\ The commenter also supported allowing applicants seeking
orders under both the Advisers Act and the Investment Company Act to
file applications jointly in a single submission, agreeing that it
would reduce burdens for applicants filing joint requests for
relief.\14\ We are adopting the amendments as proposed.
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    \13\ See ICI Comment Letter.
    \14\ See Proposing Release, supra footnote 2, at section III.
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    Currently, an applicant seeking an order under the Advisers Act
must file the application, as well as a proposed notice of application,
in paper and in quintuplicate.\15\ Once the Commission receives the
application, it takes several steps to process it, including delivering
it to the Commission's mailroom for stamping and logging, and then
routing it to appropriate staff. Staff then creates a notification in
the EDGAR system to assign a file number, manually uploads the
application onto the Commission's public website, and processes the
application for internal tracking. This process creates inefficiencies
in a number of ways, including those resulting from the absence in
Advisers Act rule 0-4 of a specific addressee at the Commission for
applications.\16\ Any delay between Commission receipt and receipt by
the appropriate staff member causes a delay in the public availability
of the application. Public availability of the application aids
applicants, as well as investors. For example, applicants consult
previously filed applications to apply precedent and address any
differences from prior applications, which in turn can expedite the
review process.\17\ Investors may consult applications to the extent
they may inform their decisions with respect to selecting or retaining
an investment adviser.
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    \15\ See Proposing Release, supra footnote 2.
    \16\ The final rules will designate the Secretary of the
Commission as the addressee for paper applications for orders under
both the Advisers Act and the Investment Company Act (e.g.,
applications made in paper pursuant to a hardship exemption under
Regulation S-T). See infra footnotes 28 and 29, and accompanying
text.
    \17\ See Commission Policy and Guidelines for Filing of
Applications for Exemption from Some or All of the Provisions of the
Investment Company Act of 1940 and the Investment Advisers Act of
1940, Release No. IA-969 (Apr. 30, 1985) (discussing that applicants
should recognize the differences between their proposal and prior
applications requesting similar relief and, to the extent possible,
bring their proposal within applicable precedent. Further,
applicants should cite and discuss applicable precedent.).
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    Applicants seeking an order under the Investment Company Act have
been filing applications through EDGAR since 2009, before which time,
they filed applications in paper.\18\ In our experience, the transition
from paper to electronic applications under the Investment Company Act
has led to more efficient and timely application processing. We
anticipate that the transition from paper to electronic applications
under the Advisers Act similarly will lead to more efficient and timely
processing of such applications.
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    \18\ See 2008 IC Applications Release, supra footnote 12.
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    As is the case with applications for orders under the Investment
Company Act, once EDGAR accepts an application for an order under the
Advisers Act, the application will be immediately available to
appropriate staff and the public, in a more easily searchable
format.\19\ This automated process is designed to eliminate the
inefficiencies and delays caused by manually processing paper filings,
as discussed above, which in turn will allow the Commission to conduct
more efficient and timely reviews, and will provide more immediate
transparency to the public. Moreover, the more easily searchable format
will aid Commission staff, applicants, investors, and other interested
parties that consult filed applications.
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    \19\ As is the case with applications for orders under the
Investment Company Act, related correspondence and supplemental
information will not be automatically disseminated publicly through
the EDGAR system but will be available immediately to Commission
staff.
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2. The EDGAR Filing System
    As proposed, the final rules will require persons to file
applications for orders under the Advisers Act through EDGAR, even
though advisers make other submissions through IARD (including
registration applications under the Advisers Act).\20\ We received one
comment letter supporting this aspect of the proposal, as long as
filers will continue to be able to receive confidential treatment for
non-public documents.\21\ As with other persons that make submissions
on EDGAR, applicants will be subject to the provisions of Regulation S-
T, which will continue to include provisions for requesting
confidential treatment.\22\
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    \20\ See e.g., 17 CFR 275.203-1 (application for investment
adviser registration), 17 CFR 275.203-2 (withdrawal from investment
adviser registration), 17 CFR 275.203-3 (hardship exemptions from
the requirement to make Advisers Act filings electronically with
IARD), and 17 CFR 275.204-4 (reporting by exempt reporting
advisers).
    \21\ See ICI Comment Letter.
    \22\ See 17 CFR 232.101.
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    We are choosing EDGAR as the filing system for a number of reasons.
First, the cost to advisers of submitting electronic applications
through EDGAR will be relatively low.\23\ Second, EDGAR should require
fewer technological changes than IARD to accept applications for orders
under the Advisers Act, because it already is designed to accept
applications for orders under the Investment Company Act. Third, EDGAR
will allow for applications under both the Investment Company Act and
the Advisers Act to be made in a single filing. For applications with
multiple co-applicants (i.e., if certain applicants were included for
Advisers Act relief and others were included for Investment Company Act
relief), the applicants would be able to submit the application with
all co-applicants included in one submission. The applicants would
choose one applicant to list first as the

``primary'' co-applicant. Then, they would include in the EDGAR
submission the information for all other co-applicants. Fourth, the
process for filing applications for orders under the Advisers Act
through EDGAR will be consistent with the process for filing
applications for orders under the Investment Company Act, which is
designed to facilitate internal processing efficiencies by Commission
staff. Finally, having applications under both the Investment Company
Act and the Advisers Act in the same system is designed to increase
transparency for the public, because they will only need to learn how
to access one system to locate all relevant applications.
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    \23\ See infra sections IV.C and V.A of this Release (discussing
the costs associated with submitting applications electronically).
Although investment advisers register using the IARD system, some
advisers may be familiar with the EDGAR system as a result of other
required filings on EDGAR, such as certain filings made pursuant to
sections 13 and 16 of the Exchange Act or registration statements
filed on behalf of registered investment companies they manage. See
17 CFR 240.13f-1, 17 CFR 240.13d-1, 15 U.S.C. 78p(a).
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    As with other persons that make submissions on EDGAR, applicants
will be subject to the provisions of Regulation S-T and the EDGAR Filer
Manual.\24\ Therefore, we are adopting conforming amendments to
Regulation S-T. We did not receive any comments on these amendments to
Regulation S-T, and are adopting them as proposed.
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    \24\ See 17 CFR 232.101(a)(xxiii); the EDGAR Filer Manual is
available at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual.
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     We are adopting conforming amendments to rule 11 of
Regulation S-T to add ``Investment Advisers Act'' as a defined term
that will mean the Investment Advisers Act of 1940.
     We are adopting conforming amendments to rule 100 of
Regulation S-T to clarify that all applicants for an order under the
Advisers Act (and not just registered investment advisers) are subject
to Regulation S-T.\25\
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    \25\ The amendments to 17 CFR 232.100(b) will replace
``registrants'' with ``[p]ersons or entities'' whose filings are
subject to review by the Division of Investment Management.
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     We are adopting conforming amendments to rule 102 of
Regulation S-T to provide that previously filed exhibits, whether in
paper or electronic format, may be incorporated by reference to the
extent permitted by 17 CFR 275.0-6 (Advisers Act rule 0-6) (concerning
incorporation by reference in applications).
    We also are adopting a clarifying amendment concerning applications
for orders under the Investment Company Act. As proposed, we are
amending rule 101 of Regulation S-T to provide that the filing of an
application for an order under any section of the Investment Company
Act must be made on EDGAR as required by the EDGAR Filer Manual, as
defined in rule 11 of Regulation S-T, and that, notwithstanding 17 CFR
232.104 (rule 104 of Regulation S-T), the documents will be considered
as officially filed with or furnished to, as applicable, the
Commission.\26\
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    \26\ See 17 CFR 232.101(a)(iv).
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3. Availability of Hardship Exemptions
    As proposed, the final rule will provide that temporary hardship
exemptions from electronic filing will not be available for
applications for orders under the Advisers Act, but continuing hardship
exemptions from electronic filing will be available. We did not receive
any comments on this aspect of the proposal and are adopting it as
proposed. Rule 201 of Regulation S-T provides that if an electronic
filer experiences unanticipated technical difficulties preventing the
timely preparation and submission of an electronic filing, the
electronic filer may file in paper format no later than one business
day after the date on which the filing was to be made, subject to
certain requirements and exclusions (``temporary hardship exemption'').
This temporary hardship exemption is available automatically but must
be followed by a confirming electronic copy within six business days.
The Commission is amending rule 201 so it will exclude applications for
orders under the Advisers Act, as it does with applications for orders
under the Investment Company Act. As a result, temporary hardship
exemptions will not be available for applications for orders under the
Advisers Act, as is the case with applications for orders under the
Investment Company Act. The rules under the Advisers Act do not provide
submission deadlines for applications for orders under the Advisers
Act, and we believe that submission exigencies for these applications
will be rare, if they were to occur at all.
    A filer may apply for a continuing hardship exemption from
electronic filing under [17 CFR 232.202] (``rule 202 of Regulation S-
T'') if it cannot file all or part of a filing without undue burden or
expense. A continuing hardship exemption may be granted for a limited
time period or indefinitely. Time-limited continuing hardship
exemptions may be conditioned upon filing the document in electronic
format by a certain date. Continuing hardship exemptions will be
available for applications for orders under the Advisers Act under rule
202 of Regulation S-T, as it is currently written, without any
amendments.
    Final rule 0-4's specifications for paper applications, as amended,
will continue to apply for any remaining paper applications, such as
filings made pursuant to a continuing hardship exemption under rule 202
of Regulation S-T.\27\ Final rule 0-4 will provide that the Secretary
of the Commission is the designated addressee of such paper
submissions.\28\ As proposed, we are adopting an identical clarifying
change to designate the Secretary of the Commission as addressee of any
remaining paper submissions under the Investment Company Act.\29\
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    \27\ Regulation S-T generally requires requests for confidential
treatment of an application to be filed in paper, subject to certain
exceptions, and provides a process for seeking a continuing hardship
exemption. See 17 CFR 232.101(c)(1)(i) (confidential treatment) and
17 CFR 232.202 (continuing hardship exemption).
    \28\ See 17 CFR 275.0-4(a).
    \29\ We anticipate paper submissions will be rare. See 17 CFR
270.0-2(a). As proposed, we are correcting a typo in rule 0-4 to
refer to the correct singular and plural of the word ``original''
when discussing duplicate original copies in paper applications.
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4. Elimination of Certain Requirements
    As proposed, we are adopting amendments to harmonize requirements
for applications for orders under the Advisers Act and the Investment
Company Act, and further reduce filing burdens. First, we are adopting
amendments to eliminate the requirement for applicants seeking orders
under the Advisers Act to notarize verifications and statements of
fact, as proposed.\30\ The Commission previously removed this
requirement for applications under the Investment Company Act, and the
Commission has not had significant issues or concerns with removing
notarizations in that context.\31\ We received one comment letter
supporting this proposed amendment, agreeing that it will reduce
burdens for applicants.\32\ We believe that the notarization
requirement is unnecessary because other requirements provide
sufficient assurance of the legitimacy of signatures in electronic
filings.\33\
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    \30\ See 17 CFR 275.0-4(d).
    \31\ See 2008 IC Applications Release, supra footnote 12.
    \32\ See ICI Comment Letter; Proposing Release, supra footnote
2, at section III.
    \33\ Regulation S-T will continue to require that each signatory
to an electronic filing manually sign a signature page or other
document authenticating, acknowledging, or otherwise adopting his or
her signature that appears in typed form in the electronic filing,
as is currently required. This document must be executed before or
at the time the electronic filing is made, must be retained by the
filer for a period of five years, and must be made available to the
Commission upon request. See 17 CFR 232.302(b). Filers must continue
to submit a notarized authentication to the Commission when
submitting a Form ID to gain initial access to the EDGAR filing
system, as is currently required.
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    Second, we are adopting amendments to eliminate the requirement for
applicants seeking orders under the Advisers Act to include proposed
notices as exhibits to applications, as

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

    As proposed, we are adopting amendments to require Form ADV-NR
filers to file electronically through IARD, rather than in paper
format.\38\ Non-resident general partners and non-resident managing
agents of both SEC-registered investment advisers and exempt reporting
advisers must file Form ADV-NR to appoint an agent for service of
process in the United States.\39\ The final rules will specify that
Form ADV-NR must be filed through IARD, the same system advisers use to
file Form ADV.\40\ Although we did not receive any comment letters
concerning Form ADV-NR specifically, we received one comment letter
supporting the proposal to require electronic filing generally, because
it would help increase the efficiency of the filing process while
reducing burdens on filers, as we stated in the Proposing Release about
filing Form ADV-NR electronically.\41\ Therefore, we are adopting the
amendments as proposed.
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    \38\ Section 211(a) of the Advisers Act authorizes the
Commission to collect the information required by Form ADV-NR. There
is precedent to requiring persons other than the adviser to file a
form through IARD. Independent public accountants must file [17 CFR
279.8] (``Form ADV-E'') through IARD. See 17 CFR 275.206(4)-2(a)(4)
and 17 CFR 279.8. We also are adopting conforming technical
amendments to the General Instructions of Form ADV and to Form ADV-
NR that describe the electronic filing requirements. See 17 CFR
275.203-1; 17 CFR 279.4; and General Instructions to Form ADV.
    \39\ See Form ADV-NR.
    \40\ See Form ADV-NR, General Instructions to Form ADV, 17 CFR
275.203-1(d)(3), and 17 CFR 279.4, which, as proposed, will provide
that Form ADV-NR must be filed and amended pursuant to rule 203-1
(application for investment adviser registration), thereby applying
such filing and amending requirements in rule 203-1 to non-resident
general partners and non-resident managing agents of exempt
reporting advisers.
    \41\ See ICI Comment Letter; Proposing Release, supra footnote
2, at section II.A.4 and III.
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    Consistent with current requirements, the final rules will continue
to provide that filing Form ADV-NR is mandatory for non-resident
general partners and non-resident managing agents of SEC-registered
investment advisers and exempt reporting advisers, and must be filed in
connection with an adviser's initial Form ADV application or
report.\42\ A general partner or managing agent of an SEC-registered
adviser or exempt reporting adviser who becomes a non-resident after
the adviser's initial application or report has been submitted must
file Form ADV-NR within 30 days, as is currently required. The
Commission collects this information to ensure that a non-resident
general partner or managing agent of an investment adviser appoints an
agent for service of process in the United States.
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    \42\ See Form ADV-NR.
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    IARD will present final Form ADV-NR in fillable format and require
signatures in electronic format. Members of the public will be able to
view Forms ADV-NR through the same system they view Forms ADV, which is
the Investment Adviser Public Disclosures (IAPD), the public interface
of IARD. This will improve transparency to the public, because it will
eliminate manual steps that Commission staff and members of the public
currently take to view Forms ADV-NR.\43\ We believe that requiring
electronic submission of Form ADV-NR will enhance our ability to
collect and access the information on the form and reduce the burden
associated with filing and processing Forms ADV-NR. Furthermore, we
believe that requiring filers to submit Form ADV-NR electronically will
allow filers to more effectively and efficiently navigate future
disruptive events--like COVID-19--when staff and filers are unable to
access their physical work facilities to complete, submit, and process
paper fillings.
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    \43\ As discussed in the Proposing Release, the Commission
currently makes Form ADV-NR publicly available by posting an update
to EDGAR indicating that the Commission received a Form ADV-NR
filing. Members of the public can view such updates by searching for
an adviser, and can use the information in the update to request the
Form ADV-NR through a Freedom of Information Act (``FOIA'') request.
See Proposing Release, supra footnote 2.
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    As proposed, the final rule will permit Form ADV-NR filers to file
the form in paper format if granted a hardship exemption under [17 CFR
275.203-3] (``rule 203-3'').\44\ We did not receive any comments on
this aspect of the proposal and are adopting it as proposed. As
proposed, the final rules will require non-resident general partners
and non-resident managing agents to amend their Form ADV-NR within 30
days whenever any information contained in the form becomes inaccurate
by filing with the Commission a new Form ADV-NR.\45\ We did not receive
any comments on this aspect of the proposal and are adopting it as
proposed. The current form does not specify when a new Form ADV-NR must
be filed with the Commission when the information on a filed Form ADV-
NR becomes inaccurate. We believe allowing non-resident general
partners and non-resident managing agents 30 days to file a new form
provides sufficient time for the filings to be made--without imposing
an undue burden on filers--and will help ensure that the Commission has
accurate mailing information with which to contact filers.
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    \44\ Persons filing Form ADV-NR in paper format must follow the
requirements of final rule 0-4, which we are amending to require
that the Secretary of the Commission be the designated addressee of
paper submissions, as discussed in section II.A of this Release. See
17 CFR 275.203-1(d)(3), 17 CFR 279.4, and Form ADV.
    \45\ See 17 CFR 275.203-1(d)(2) and 17 CFR 279.4.
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    As proposed, the final rules also will provide that Form ADV-NR is
considered filed with the Commission upon acceptance by the IARD.\46\
As proposed, the final rules will provide that no fee shall be assessed
for filing Form ADV-NR through IARD.\47\ The final rules will specify
that each Form ADV-NR (and any amendment to Form ADV-NR) required to be
filed under the rule is a ``report'' within the meaning of section 204
and 207 of the Advisers Act.\48\ These requirements are similar to
those provided for in [17 CFR 275.203-2] (``rule 203-2'') for [17 CFR
279.2] (``Form ADV-W'') and are intended to provide specificity to
filers regarding their filing obligations.
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    \46\ See 17 CFR 275.203-1(d)(4) and 17 CFR 279.4.
    \47\ See 17 CFR 275.203-1(d)(5) and 17 CFR 279.4.
    \48\ See 17 CFR 275.203-1(d)(6) and 17 CFR 279.4. Advisers Act
section 207 provides that it shall be unlawful for any person
willfully to make any untrue statement of a material fact in any
registration application or report filed with the Commission under
section 203 or 204, or willfully to omit to state in any such
application or report any material fact which is required to be
stated therein.
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C. Rule 13f-1 and Form 13F

    Section 13(f) of the Exchange Act, in pertinent part, requires a
manager to file a report with the Commission if the manager exercises
investment discretion with respect to accounts holding certain

equity securities (``13(f) Securities'') having an aggregate fair
market value on the last trading day of any month of any calendar year
of at least $100 million.\49\ The Commission has rulemaking authority
under section 13(f) to determine, among other things, the format and
frequency of the reporting requirements and the information to be
disclosed in each report.\50\ In exercising its authority under section
13(f), section 13(f)(5) requires that the Commission ``determine (and
so state) that its action is necessary or appropriate in the public
interest and for the protection of investors or to maintain fair and
orderly markets.'' \51\ The Commission also is required to consult with
other agencies, including Federal, State and self-regulatory
organizations.\52\
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    \49\ Section 13(f)(1) of the Exchange Act [15 U.S.C. 78m(f)(1)].
    \50\ Id.; see also Filing and Reporting Requirements Relating to
Institutional Investment Managers, Release No. 34-15461 (Jan. 5,
1979), at 1 (``13F Quarterly Reporting Release'').
    \51\ 15 U.S.C. 78m(f)(5).
    \52\ Id. The Commission consulted with other agencies as part of
the initial proposal of these amendments in 2020. See Reporting
Threshold for Institutional Investment Managers, Release No. 34-
89290 (July 10, 2020) [85 FR 46016 (July 31, 2020)] (``2020 Form 13F
Proposal'').
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    Section 13(f) was designed to increase the public availability of
information regarding the securities holdings of managers, to
consolidate the information with the Commission as a central repository
of the data, and to facilitate consideration of the influence and
impact of managers on the maintenance of fair and orderly securities
markets and the public policy implications of that influence and
impact.\53\ To implement the institutional investment disclosure
program mandated by Congress in section 13(f), the Commission adopted
rule 13f-1 and related Form 13F under the Exchange Act.\54\ Rule 13f-1
requires managers that exercise discretion over accounts holding 13(f)
Securities having an aggregate fair market value of at least $100
million on the last trading day of any month of any calendar year to
file quarterly reports of 13(f) Securities holdings with the Commission
on Form 13F.\55\ Form 13F is required to be filed on EDGAR in a custom
XML structured data language created specifically for Form 13F.\56\
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    \53\ See Filing and Reporting Requirements Relating to
Institutional Investment Managers, Release No. 34-14852 (July 31,
1978) (citing to the Securities Acts Amendments of 1975: Report of
the Committee on Banking, Housing and Urban Affairs United States
Senate to Accompany S. 249, 94th Cong., 1st Sess. (S. Report No. 94-
75) (1975), at 85 (``1975 Amendments Senate Report'')).
    \54\ Id.
    \55\ See section 13(f) of the Exchange Act [15 U.S.C. 78m(f)]
and rule 13f-1 thereunder [17 CFR 240.13f-1]; see also 13F Quarterly
Reporting Release, supra footnote 50. The Form 13F reports must be
filed within 45 days after the last day of such calendar year and
within 45 days after the last day of each subsequent calendar
quarter. If two or more managers exercise investment discretion with
respect to the same securities, only one of the managers is required
to include information regarding such securities in its reports on
Form 13F-HR. The other manager(s) are required to file a Form 13F
notice report on Form 13F-NT stating the name of the other
manager(s) reporting on their behalf.
    \56\ Adoption of Updated EDGAR Filer Manual, Release No. IC-
30515 (May 14, 2013) [78 FR 29616 (May 21, 2013)] (``EDGAR Filer
Manual Release'').
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    Section 13(f) mandates that the Commission disseminate the
information appearing in the quarterly reports to the public.\57\
Congress recognized that, in some instances, public disclosure of
certain types of information could have harmful market effects.\58\
Thus, Section 13(f) of the Exchange Act authorizes the Commission, as
it determines to be necessary or appropriate in the public interest or
for the protection of investors or to maintain fair and orderly
markets, to delay or prevent public disclosure of certain Form 13F
information in accordance with the FOIA, which is referred to in this
release as ``commercial'' information. Section 13(f) also explicitly
prohibits the Commission from disclosing to the public any reported
personal information that identifies the securities held by the account
of a natural person or an estate or trust, other than a business trust
or an investment company, which is referred to in this release as
``personal'' information.\59\
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    \57\ See section 13(f)(4) of the Exchange Act [15 U.S.C.
78m(f)(4)].
    \58\ 1975 Amendments Senate Report, supra footnote 53.
    \59\ See sections 13(f)(4) and (5) of the Exchange Act [15
U.S.C. 78m(f)(4)] [15 U.S.C. 78m(f)(5)]; see also rule 24b-2(b)(2)
under the Exchange Act [17 CFR 240.24b-2]; see generally Freedom of
Information Act [5 U.S.C. 552]. The Commission amended the
instructions to Form 13F pertaining to confidential treatment
requests to state the procedural and substantive criteria that such
requests must satisfy before they may be granted. See Requests for
Confidential Treatment of Information Filed by Institutional
Investment Managers, Release No. 34-15979 (July 6, 1979) (``1979
Confidential Treatment Amendments'').
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    Confidential treatment for personal information, as specified in
section 13(f)(4), is required for an indefinite time period if public
disclosure would identify the securities held by the account of a
natural person, an estate, or a trust (other than a business trust or
an investment company).\60\ The Commission, however, does have
discretion to determine whether to grant confidential treatment
requests for commercial information in accordance with section 13(f),
rule 24b-2, and the FOIA.\61\ The Commission provided delegated
authority to the Division of Investment Management to grant, deny, or
revoke a grant of confidential treatment for any application for
confidential treatment that is filed under Exchange Act section 24(b)
and rule 24b-2 thereunder for confidential treatment of information
filed pursuant to Exchange Act section 13(f) and rule 13f-1.\62\
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    \60\ Section 13(f)(4) of the Exchange Act [15 U.S.C. 78m(f)(4)];
see also Requests for Confidential Treatment Filed by Institutional
Investment Managers, Exchange Act Release No. 21539 (Dec. 4, 1984).
    \61\ See Proposing Release, supra footnote 2, at n.69.
    \62\ See rule 30-5(c-1)(1) and (2) of the Commission's
organizational rules [17 CFR 200.30-5].
---------------------------------------------------------------------------

    Currently, a manager seeking confidential treatment must file
multiple lists of securities. First, it must electronically file via
EDGAR a public Form 13F that identifies the securities that are
required to be publicly disclosed under section 13(f) and rule 13f-1,
excluding, if applicable, any security(ies) for which it is requesting
confidential treatment. Second, it must file a paper 13(f) Confidential
Treatment Request that includes both: (i) a separate, non-public Form
13F for the same calendar quarter that lists any 13(f) Security(ies)
for which the manager is requesting confidential treatment; and (ii) a
supporting request letter to substantiate the substantive basis for
confidential treatment. Third, following the submission of a commercial
confidential treatment request, a manager must file an amendment(s)
upon the expiration or denial of confidential treatment to disclose
publicly any security(ies) for which confidential treatment was
requested.\63\ Furthermore, the 13(f) Confidential Treatment Requests,
which are filed in paper, must be filed in quintuplicate with the
Commission's Office of the Secretary.\64\
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    \63\ See instruction 2.g for Confidential Treatment Requests on
Form 13F. A manager may need to file multiple amendments in
connection with a 13(f) Confidential Treatment Request, such as when
the expiration or denial of confidential treatment occurs at
different quarterly intervals for different holdings. For example,
the period of confidential treatment for open risk arbitrage
holdings typically varies between three, six, nine, or twelve
months, based on different completion or termination dates for a
proposed merger or acquisition.
    \64\ See rule 24b-2 under the Exchange Act [17 CFR 240.24b-2];
see also Instructions for Confidential Treatment Requests on Form
13F.
---------------------------------------------------------------------------

    The Form requires 13(f) Confidential Treatment Requests to include
the Form 13F reporting information for which the manager requests
confidential treatment, as well as factual support to enable the
Commission to make an

informed judgment as to the merits of the request.\65\ The manager also
must submit a public filing of Form 13F that lists the manager's
quarter-end holdings, and, when confidential treatment is requested,
indicates that the confidential portion of the Form 13F has been
omitted and filed separately with the Commission.\66\ These types of
paper confidential treatment request submissions are subject to a time-
consuming, manual receipt and distribution process within the
Commission that could lead to undue procedural delay and increase the
time that the information receives de facto confidential treatment
while the staff processes a 13(f) Confidential Treatment Request.\67\
These challenges were highlighted during the COVID-19 pandemic that
resulted in delays in receiving paper filings and, ultimately, in
granting or denying 13(f) Confidential Treatment Requests filed with
the Commission in paper.\68\
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    \65\ See Instructions for Confidential Treatment Requests on
Form 13F; see also 1979 Confidential Treatment Amendments, supra
footnote 59 (stating that requests for confidential treatment should
not be broad in scope or conclusory in nature and stating that
confidential treatment requests can be granted only to managers who
make an affirmative showing that they satisfy the standards of
section 13(f)(4)).
    \66\ See rule 24b-2(b) under the Exchange Act [17 CFR 240.24b-
2].
    \67\ See Proposing Release, supra footnote 2 at n.75 (stating
that a manager that submits a 13(f) Confidential Treatment Request
receives de facto confidential treatment between the time a 13(f)
Confidential Treatment Request is received and when the subject
holdings are made public in an amendment to the requestor's public
Form 13F report following either (i) a denial of a 13(f)
Confidential Treatment Request, or (ii) the expiration of
confidential treatment).
    \68\ Staff sought to mitigate these delays by, among other
things, responding to questions regarding the electronic submission
of such requests through a secure file transfer service. See
Division of Investment Management Coronavirus (COVID-19) Response
FAQs, available at https://www.sec.gov/investment/covid-19-response-faq (stating that filers should contact the staff for questions
regarding whether 13(f) Confidential Treatment Requests could be
submitted electronically). The FAQs represent the views of the staff
of the Division of Investment Management. They are not a rule,
regulation, or statement of the Commission. The Commission has
neither approved nor disapproved their content. The FAQs, like all
staff statements, have no legal force or effect: they do not alter
or amend applicable law, and they create no new or additional
obligations for any person.
---------------------------------------------------------------------------

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

    \69\ See amendments to rule 24b-2(i) under the Exchange Act; see
also amendments to Form 13F Instructions for Confidential Treatment
Requests; see also new rule 101(a)(1)(xxii) and amendments to rule
101(d) of Regulation S-T.
---------------------------------------------------------------------------

    Two commenters supported the proposal to require 13(f) Confidential
Treatment Requests to be filed electronically \70\ and one of these
commenters stated that submitting these requests on paper can be time-
consuming and, at times, may be operationally challenging (e.g., during
2020 as a result of COVID-19).\71\ These commenters agreed that
electronic filings would relieve the burdens on managers of sending
paper 13(f) Confidential Treatment Requests to the Commission. One of
these commenters also stated that this proposal would save time, energy
and money for filers and result in more efficient and secure
filings.\72\
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    \70\ PIC Comment Letter; ICI Comment Letter.
    \71\ ICI Comment Letter (this commenter also requested
additional amendments outside the scope of this rulemaking, such as
requiring electronic filing of confidential treatment requests under
other rules of the Investment Company Act).
    \72\ PIC Comment Letter.
---------------------------------------------------------------------------

    Additionally, one commenter specifically supported using EDGAR for
13(f) Confidential Treatment Requests and agreed that using the same
filing system for both Form 13F and 13(f) Confidential Treatment
Requests would be less burdensome for managers than requiring managers
to use a different system for each filing.\73\ This commenter also
stated that 13(f) Confidential Treatment Requests, including the
justifications and related holdings information, should not be included
on or attached to the publicly filed Form 13F, but should be filed as a
separate file to provide the best protection against inadvertent
publication by the filer or the Commission. Finally, this commenter
supported electronic communication of the Commission's decisions
pertaining to 13(f) Confidential Treatment Requests because providing
electronic communication through both means (via EDGAR and email) would
provide the best chance for the communication to be properly sent and
received.
---------------------------------------------------------------------------

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

    We continue to believe that requiring electronic filing of 13(f)
Confidential Treatment Requests via EDGAR will provide significant
benefits to managers and will both further the goals of section 13(f)
(as noted above) and assist and expedite the Commission's review of
such requests.\74\ As commenters observed, requiring 13(f) Confidential
Treatment Requests to be filed on EDGAR, rather than an alternative
system, would be less burdensome for managers that are already familiar
with the process of making filings on EDGAR, and will allow the
Commission to review all of a manager's holdings more efficiently since
both public and confidential holdings will be filed on a single system.
Additionally, as we stated in the Proposing Release, and one commenter
agreed, 13(f) Confidential Treatment Requests should be filed as a
separate, non-public filing from a manager's public Form 13F filing to
avoid inadvertent public disclosure of confidential holdings.\75\
Finally, the Commission will communicate its decisions pertaining to
13(f) Confidential Treatment Requests consistent with current practice
and the requirements of rule 24b-2 and the Commission's Rules of
Practice.\76\ Therefore, we are adopting as proposed the three
amendments to Form 13F described in more detail below.\77\
---------------------------------------------------------------------------

    \74\ See Proposing Release, supra footnote 2, at nn. 79-84 and
accompanying text (also stating that electronic filing of 13(f)
Confidential Treatment Requests could reduce the period of de facto
confidential treatment that accrues pending review and thus
ultimately allow for the quicker public dissemination of Form 13F
holdings information consistent with the purpose of section 13(f),
thereby enhancing the availability of public information about
managers' holdings of 13(f) Securities).
    \75\ See Proposing Release, supra footnote 2, at text following
n.150.
    \76\ See rule 24b-2(d) under the Exchange Act [17 CFR 240.24b-
2(d)]; see also 17 CFR 201.431.
    \77\ In addition to the changes described above, Form 13F's
Paperwork Reduction Act Information section will also be modified to
remove duplicative information on the form relating to the form's
burdens and to update certain citations to section 13(f) of the
Exchange Act. See amendments to Paperwork Reduction Act Information
section of Form 13F.
---------------------------------------------------------------------------

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

treatment. The changes to the Instructions for Confidential Treatment
Requests will also provide updated references to new paragraph (i) of
rule 24b-2.\79\
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    \78\ The attached request must also include the period of time
for which confidential treatment is requested, and a justification
of such requested period of confidential treatment, as required by
rule 24b-2(b)(2) under the Exchange Act [17 CFR 240.24b-2(b)(2)].
See Instruction 2(e) for Confidential Treatment Requests of Form
13F.
    \79\ See amendments to Form 13F. Additionally, as proposed,
Instruction 2.e. will be amended to require the manager to ``provide
justification for'' the period of time for which confidential
treatment of the securities holdings is requested. Instruction 4
also will be amended to state that a manager must also submit
electronically its updated Form 13F at the expiration of the time
period for which a manager requested confidential treatment or
earlier, e.g., upon the denial of the 13(f) Confidential Treatment
Request. Conforming amendments will be made to Instruction 2.e. to
implement the changes to Instruction 4.
---------------------------------------------------------------------------

     Summary Page. As proposed, the summary page will include
all the same information currently required but will be amended to
require a manager seeking confidential treatment to indicate if
confidential treatment is being requested for some or all of the
manager's holdings for the quarter-end period.\80\
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    \80\ See Summary Page of Form 13F; see also Special Instruction
6(d) of Form 13F (requiring managers to indicate on the Form 13F
summary page whether confidential treatment is being sought for some
or all of the manager's holdings for the quarter-end period and to
file the 13(f) Confidential Treatment Request in a separate
submission).
---------------------------------------------------------------------------

     Special Instructions. As proposed, new Special Instruction
6(d) will require managers to identify on the Summary Page if
confidential treatment is being requested for some or all of the
manager's holdings for the quarter-end period.\81\
---------------------------------------------------------------------------

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

b. Amendments to Rule 24b-2
    We are adopting as proposed amendments to rule 24b-2 to include an
additional paragraph governing the filing of confidential information
required by section 13(f) of the Exchange Act.\82\ New paragraph (i)
will require that managers request confidential treatment
electronically for any material required to be reported on Form 13F and
continue to omit the confidential portion from the materials required
to be reported.
---------------------------------------------------------------------------

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

c. Amendments to Regulation S-T
    As proposed, we are amending Regulation S-T in connection with the
mandatory electronic submission of 13(f) Confidential Treatment
Requests. Rule 101(a) will be amended to add 13(f) Confidential
Treatment Requests to the list of mandated electronic filings.\83\
Additionally, 13(f) Confidential Treatment Requests will be added to
the list of requests for confidential treatment required to be
submitted in electronic format in rule 101(d).\84\
---------------------------------------------------------------------------

    \83\ See new rule 101(a)(1)(xxii) of Regulation S-T.
    \84\ See amendments to rule 101(d) of Regulation S-T. We are
also making non-substantive conforming edits to rules 101(a)(1)(xxi)
and conforming edits to rule 101(a)(3) of Regulation S-T.
---------------------------------------------------------------------------

2. Other Amendments to Form 13F
a. Additional Identifying Information and Optional Use of FIGI
    We are adopting, as proposed, amendments to Form 13F that will
require filers to provide additional identifying information. These
amendments will require each Form 13F filer to provide its Central
Registration Depository number (``CRD number'') and SEC file number, if
any.\85\ If a manager is filing a Form 13F notice report on Form 13F-
NT, the manager must include the CRD number and SEC file number, if
any, of any other manager included in the ``List of Other Managers
Reporting for this Manager'' table on the cover page.\86\ Additionally,
as discussed in more detail below, we are adopting an amendment to Form
13F that would allow managers to disclose, for each security reported
on Form 13F, the security's FIGI in addition to its CUSIP number.\87\
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    \85\ See amendments to Special Instruction 4 of Form 13F.
Current Special Instruction 5 will be renumbered to Special
Instruction 4 of Form 13F.
    \86\ See supra footnote 55 (noting that a manager can make a
Form 13F-NT filing if all the securities for which the manager has
investment discretion are reported by another manager). Similarly,
if a manager's Form 13F-HR reports the holdings of managers other
than the reporting manager, the reporting manager will be required
to include the CRD number and SEC file number of those other
managers in the ``List of Other Included Managers'' on the cover
page. See new Special Instruction 7 of Form 13F. Current Special
Instruction 8 would be renumbered to Special Instruction 7 of Form
13F.
    \87\ See amended Special Instruction 11(b)(iii) and column 3 of
the Information Table of Form 13F. Current Special Instruction 12
will be renumbered to Special Instruction 11 of Form 13F. A manager
will have the option of reporting a FIGI in addition to a CUSIP
number for some or all of its 13(f) Securities.
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

b. Instructions for Confidential Treatment Requests
    We are adopting as proposed an amendment to the instructions on
Form 13F for 13(f) Confidential Treatment Requests to require managers
seeking confidential treatment for information contained in Form 13F to
demonstrate that the information is customarily and actually kept
private by the manager and that failure to grant the request for
confidential treatment would be likely to cause harm to the
manager.\103\ We did not receive comments on this proposed amendment.
This amendment will conform our instructions to a June 2019 U.S.
Supreme Court decision that overturned the standard for determining
whether information is ``confidential'' under Exemption 4 of the FOIA
on which the current instruction is based.\104\
---------------------------------------------------------------------------

    \103\ See amendments to Instruction 2.d for Confidential
Treatment Requests of Form 13F. As is currently required under this
instruction, the amendments will continue to require managers to
show what use competitors could make of the information and how harm
to the manager could ensue.
    \104\ 5 U.S.C. 552(b)(4). See Food Marketing Institute v. Argus
Leader Media, 139 S.Ct. 2356 (2019) (``Food Marketing v. Argus
Leader'') (stating that ``[a]t least where commercial or financial
information is both customarily and actually treated as private by
its owner and provided to the government under an assurance of
privacy, the information is `confidential' within the meaning of
Exemption 4'').
---------------------------------------------------------------------------

c. Technical Amendments to Form 13F
    We are also adopting as proposed certain technical amendments to
Form 13F designed to account for the change in the required format of
Form 13F submissions from the plain-text ASCII format to the XML-based
structured data language in 2013.\105\ Specifically, we are adopting
amendments to simplify the rounding conventions of Form 13F by
requiring all dollar values listed on Form 13F to be rounded to the
nearest dollar, rather than to the nearest one thousand dollars as is
currently required.\106\ Additionally, we are adopting amendments to
remove the requirement that filers, when reporting dollar values on
Form 13F, omit the ``000.'' \107\ Furthermore, the amendments will
remove the 80 character limit imposed on the information filers can
include on the cover page and the summary page and the 132 character
limit on the information table.\108\ Finally, the amendments will
remove duplicative definitions and streamline certain sections to
simplify Form 13F's instructions.\109\
---------------------------------------------------------------------------

    \105\ See Proposing Release, supra footnote 2, at n.113.
    \106\ See amendments to Special Instruction 8 of Form 13F.
Current Special Instruction 9 would be renumbered to Special
Instruction 8.
    \107\ See Proposing Release, supra footnote 2, at text
accompanying n.116 (stating that, as a space saving measure, current
Form 13F instructs filers to omit the ``000'' and thus, for example,
report a security with a value of $5 million as $5,000. Since column
width is no longer an issue with the structured XML-based data
language, this change will reduce filer mistakes and data
inaccuracies).
    \108\ These character limits are imposed by 17 CFR 232.305 [rule
305 of Regulation S-T].
    \109\ See amendments to General Instruction 3. We are also
deleting Special Instruction 2 and renumber the remainder of the
Special Instructions accordingly. Additionally, we are amending
newly renumbered Special Instructions 2, 6, 7, and 10 of Form 13F.
Finally, we are streamlining the discussion in the Paperwork
Reduction Act Section of Form 13F.
---------------------------------------------------------------------------

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

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

    As we noted in the Proposing Release, our staff has observed
instances of data errors resulting from incorrect rounding.\113\
Additionally, we continue to believe that these amendments will enhance
the accuracy of the data provided on Form 13F and make it easier to
understand and use, both for the Commission and for the public.

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

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

D. Effective and Compliance Dates

    We are adopting largely as proposed a six-month transition period
to give advisers, applicants, and managers sufficient time to modify
their procedures to implement the new rule requirements with regard to
submitting applications for exemption under the Advisers Act and for
filing Form ADV-NR. The transition period will also give an adequate
period of time for managers and other service providers to conduct the
requisite operational changes to their systems and to establish
internal processes to comply with the new electronic filing
requirements of 13F Confidential Treatment Requests and implement the
other amendments to Form 13F. We received no comment on the proposed
transition period.
    Therefore, for the amendments related to Advisers Act Applications,
Form ADV-NR, and the electronic filing requirements of 13F Confidential
Treatment Requests, we are adopting a compliance date of six months
after these amendments' effective date as proposed. With respect to the
amendments to Form 13F, the Commission is delaying the effective date
of those amendments until January 3, 2023.\115\ We believe it is
important that all managers begin reporting on the amended version of
Form 13F simultaneously in order to maintain the consistency of the
data reported on Form 13F during the transition period. This approach
would also allow the Commission and other users of Form 13F data to
more efficiently identify the point in time in which a manager begins
using the amended Form 13F.
---------------------------------------------------------------------------

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

III. Other Matters

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

IV. Economic Analysis

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

    The Commission is sensitive to the potential economic effects of
the final amendments to the rules and form that include, among other
things, making mandatory the electronic submission of applications for
orders under the Advisers Act and 13(f) Confidential Treatment
Requests, and harmonizing the requirements for electronic submission of
applications for orders under the Advisers Act and the Investment
Company Act (collectively, the ``final amendments''). The economic
effects include the potential benefits and costs of the final
amendments, as well as any effects on efficiency, competition, and
capital formation.\116\
---------------------------------------------------------------------------

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

    The Commission is adopting amendments to facilitate the efficient
submission of applications for orders under the Advisers Act and
requests for confidential treatment; to improve the Commission's
ability to track and process such filings; to reduce burdens and
inefficiencies associated with paper submissions; to allow for quicker
dissemination of information to the public; to provide managers with
more flexibility in identifying 13(f) Securities; and to modernize the
Commission's records management processes.
    With respect to the filing of applications for orders under the
Advisers Act, the final amendments will:
     Require electronic submission of applications for orders
under the Advisers Act;
     Designate EDGAR as the filing system for electronic
submission;
     Eliminate the requirement to file proposed notices as
exhibits to applications;
     Eliminate the requirement that applications be notarized
and certain other technical requirements;
     Make temporary hardship exemptions unavailable for
applications for orders under the Advisers Act;
     Designate the Secretary of the Commission as the addressee
of any remaining paper submissions under Investment Company Act rules
0-2 and 0-4.
    With respect to filing 13(f) Confidential Treatment Requests and
Form 13F, the final amendments will:
     Require electronic submission of 13(f) Confidential
Treatment Requests listing all 13(f) Securities and managers' objection
to public disclosure of certain holdings in accordance with the
requirements set forth in rule 24b-2 under the Exchange Act;
     Designate EDGAR as the filing system for electronic
submissions of 13(f) Confidential Treatment Requests;
     Require that filers include additional identifying
information on their Form 13F filings;
     Require all dollar values listed on Form 13F to be rounded
to the nearest dollar, remove the requirement that dollar values list
on Form 13F omit the ``000,'' and remove character limits on the cover,
the summary page, and the information table of Form 13F;
     Allow managers to disclose, for any security reported on
Form 13F, the security's FIGI in addition to its CUSIP number.
     Eliminate duplicative definitions and streamline certain
sections to simplify Form 13F's instructions.
    In addition, we are adopting final amendments as proposed requiring
that Form ADV-NR, which is currently filed in paper, be filed
electronically through the IARD system. Some of the amendments we are
adopting are technical in nature and we do not expect them to have
significant economic effects.\117\
---------------------------------------------------------------------------

    \117\ Specifically, we do not believe that the following changes
will have significant economic effects as they are likely to result
in minimal costs or benefits with respect to the filing of
applications for orders under the Advisers Act: (1) removal of the
reference to microfilming; (2) changing the wording related to
duplicate original copies of paper applications. In addition, we do
not believe that requiring non-resident general partners and non-
resident managing agents to amend their Form ADV-NR within 30 days
whenever any information in the form becomes inaccurate by filing
with the Commission a new Form ADV-NR will have significant economic
consequences as they are likely to result in minimal costs or
benefits.
---------------------------------------------------------------------------

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

different market participants of the uses of information contained in
the 13(f) Confidential Treatment Requests. Therefore, some of the
discussion below is qualitative in nature.

B. Economic Baseline

    The economic baseline, from which we measure the final amendments'
likely economic effects, reflects current regulatory practice as it
pertains to potential applicants for orders under the Advisers Act,
filers of Form ADV-NR, and managers required to file Form 13F. In this
section, we describe each of these baseline components.
    The final amendments with respect to applications for orders under
the Advisers Act will affect applicants seeking such orders, applicants
who may seek similar orders in the future, clients of applicants,
investors in funds managed by applicants, and the Commission.
Applicants can include registered investment advisers, exempt reporting
advisers, and persons not registered with the Commission, but who meet
the definition of investment adviser under the Advisers Act, among
others. As of December 31, 2021, there were approximately 14,815
registered investment advisers and 5,074 exempt reporting
advisers.\118\ In addition, as of December 31, 2021, there were
approximately 17,307 state-registered advisers and an unknown number of
foreign private advisers, who, while not registered with the
Commission, may seek to file applications for orders under the Advisers
Act.\119\
---------------------------------------------------------------------------

    \118\ We calculate these estimates using the last Form ADV
filing for each adviser in the 15 months prior to Jan. 1, 2021. This
allows us to exclude advisers that are technically still registered
with the Commission but have not filed a Form ADV for their most
recent fiscal year. We use the same approach in calculating
statistics for exempt reporting advisers.
    \119\ Foreign private advisers do not file Form ADV. Therefore,
the Commission does not have information on the number of foreign
private advisers.
---------------------------------------------------------------------------

    In accordance with Advisers Act rules, applicants seeking an order
from the Commission under the Advisers Act must submit their
applications, as well as a proposed notice, in paper and in
quintuplicate, to the Commission's mailroom for stamping and
logging.\120\ Applications are ultimately routed to the Commission's
staff to manually upload into the EDGAR system, assign file numbers,
and process for internal tracking purposes. Division staff also place
the applications (including amendments, notices of applications, and
the resulting orders) on the Commission's website.\121\ These
applications for orders available online may inform investors'
decisions with respect to the selection or retention of investment
advisers as well as investment decisions regarding funds managed by
these advisers. In addition, applications for orders available online
provide potential precedent to be consulted by future applicants. The
table below describes the number of initial applications for orders
under the Advisers Act and Investment Company Act by year over the last
three calendar years as posted on the Commission website.\122\ The
table shows that initial applications for orders under the Advisers Act
are uncommon relative to applications for orders under the Investment
Company Act.
---------------------------------------------------------------------------

    \120\ See supra footnote 17 (describing Commission internal
process for receiving and reviewing Advisers Act applications).
    \121\ The speed with which items are posted to the Commission's
website depends on the availability of staff resources; see also
supra section II.A.1.
    \122\ In order to avoid double counting, we do not include
amended applications in our count of the number of initial
applications filed each year.

                                                     Table 1
----------------------------------------------------------------------------------------------------------------
                                                       2018            2019            2020            Total
----------------------------------------------------------------------------------------------------------------
Advisers Act Initial Applications...............               3               7              18              28
Investment Company Act Initial Applications.....              97              70             104             271
----------------------------------------------------------------------------------------------------------------

    We estimate that, under the baseline, the costs of submitting an
application for an order under the Advisers Act range from $14,182 to
$221,909.\123\
---------------------------------------------------------------------------

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

    The final amendments will affect non-resident general partners and
non-resident managing agents of investment advisers, who are currently
required to file Form ADV-NR as a paper filing submission, as well as
their investment advisers, who currently sign Form ADV-NR.\124\ The
Commission received 53 Form ADV-NR filings during calendar year 2019, 5
filings during calendar year 2020, and 4 filings during calendar year
2021. We estimate that it currently costs $75 to file Form ADV-NR.\125\
These amendments will also affect the Commission to the extent the
amendments alter how the Commission receives and processes Form ADV-NR
filings.
---------------------------------------------------------------------------

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

    The final amendments with respect to 13(f) Confidential Treatment
Requests and Form 13F will affect managers who file Form 13F, the
Commission, and users of Form 13F information, including investors and
other market participants. The table below describes the number of Form
13F filings and 13(f) Confidential Treatment Requests by calendar year
and shows that, over the three year period from 2018-2020, only 0.82%
(585/71,424) of Form 13F filings included confidential treatment
requests.

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

    Form 13F has provided researchers with additional means to study
the impact of institutional investors on securities markets as well as
the general value of portfolio disclosures.\126\ Members of the public
can easily access Form 13F information in a timely manner via the EDGAR
system.
---------------------------------------------------------------------------

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

    Currently, managers who are not requesting confidential treatment
submit a single public Form 13F on EDGAR in a custom XML structured
data language created specifically for Form 13F. Managers are required
to round all dollar values listed on their Form 13F to the nearest one
thousand dollars, to omit the corresponding ``000'' in such dollar
values, and to limit the length of the information filers include on
the form's cover and summary pages to 80 and 132 characters,
respectively.
    Managers requesting confidential treatment must submit the
following documents \127\:
---------------------------------------------------------------------------

    \127\ In the 2020 Form 13F Proposal, a commenter stated that
complying with the requirements to file a 13(f) Confidential
Treatment Request can be particularly time consuming and costly. See
Comment Letter of the Private Investor Coalition on File No. S7-08-
20 (Sept. 3, 2020), available at https://www.sec.gov/comments/s7-08-20/s70820-7734926-223067.pdf (``Private Investor Coalition 2020 Form
13F Proposal Comment Letter'').
---------------------------------------------------------------------------

     A public Form 13F, filed electronically on EDGAR in a
custom XML data language, that lists the 13(f) Securities for which the
Manager is not seeking confidential treatment;
     A concurrent paper 13(f) Confidential Treatment Request
that includes: (1) the non-public Form 13F holdings information for all
13(f) Securities for which the Manager requests confidential treatment,
and (2) a written request that addresses the section 13(f) confidential
treatment requirements and provides sufficient factual support to
enable the Commission to make an informed judgment as to the merits of
the request. Some managers submitted confidential treatment requests
electronically via a secure file transfer service to mitigate delays in
receiving paper filings during the events of COVID-19.\128\
---------------------------------------------------------------------------

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

    We are not able to estimate precisely the aggregate cost of filing
13F Confidential Treatment Requests for two reasons.\129\ First, the
costs associated with filing a 13(f) Confidential Treatment Request may
vary depending on the type of request, the level of complexity involved
in providing an appropriate justification for the request, and the
number of holdings subject to the request. Second, the costs may also
vary depending on the level of a manager's sophistication and
resources. For example, some managers may be able to file 13(f)
Confidential Treatment Requests in-house, while others may rely heavily
on outside counsel to assist them with their requests.
---------------------------------------------------------------------------

    \129\ In 2019, the Commission received a total of 190 13(f)
Confidential Treatment Requests (CTR), of which 132 were submitted
based on the personal holdings exception in 13(f)(4); 41 were
submitted based on risk arbitrage; and 17 were based on acquisition,
disposition, or other. One commenter (see supra footnote 125)
claimed that the annual cost of filing quarterly Forms 13F and 13(f)
CTR for a typical single family office ranges from $20,000 to
$40,000. This estimate includes single family office staff time and
resources and outside advisers for the CTR filings. Since family
offices do not file holdings, the Commission staff presumes that the
entire $20,000-$40,000 to be associated with 13(f) CTR costs. Under
the assumption that the commenter's claimed CTR costs for family
offices are representative of the cost of filing for all filers, the
Commission staff estimates the total cost of filing 13(f) CTRs to be
$3.8 million-$7.6 million. For the low end of the range, this is
calculated as $3.8 million = (132 + 41 + 17) * $20,000. For the high
end of the range, this is calculated as $7.6 million = (132 + 41 +
17) * $40,000. This estimate likely understates the aggregate costs
of filing 13(f) CTRs because single family offices typically request
confidential treatment based on personal holdings exception, whereas
other filers may need to justify their confidential treatment
requests for each holding in a given 13(f) CTR. In addition, see
infra section IV.D for discussion of estimated burdens associated
with Form 13F under the Paperwork Reduction Act, which include the
cost of filing 13(f) CTRs. Specifically, Table 6 estimates that,
under the baseline, the current initial burden is $13,733,909
($13,080,138 + $435,940 + $217,831) while it is expected to be
$19,816,569 under the final amendments, implying estimated costs,
for PRA purposes, of $6,082,660 = $19,816,569 - $13,733,909
associated with the final amendments to Form 13F.
---------------------------------------------------------------------------

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

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

C. Economic Effects

    This section discusses the benefits and costs of the final
amendments, as well as their potential effects on efficiency,
competition, and capital formation. Because some of the final
amendments are technical in nature, they will not have significant
economic effects. In addition, where certain benefits or costs of
electronic filing apply to multiple final amendments, we discuss those
benefits or costs together instead of repeating such discussion for
each final amendment.
1. Benefits
    Applications for orders under the Advisers Act, Form ADV-NR, and
13(f) Confidential Treatment Requests are all currently filed with the
Commission as paper filings. The most significant effect of the final
rule will be to require that these filings instead be submitted
electronically. Electronic submission will increase the speed and
accuracy with which Commission staff receives and initially processes
submissions, potentially improving regulatory oversight.\134\ The
current process

surrounding paper submissions is manual in nature, requiring processing
by various staff as a filing is received and subsequently routed to the
appropriate staff members within the Commission for review. In
addition, electronic filings will minimize the risks of delay in staff
receiving the information via paper submissions and increase efficiency
in the staff review process by reducing staff processing time,
increasing quality assurance. Electronic filings are also easier than
paper filings for the Commission to maintain in accordance with the
Commission's record retention requirements because they are easier to
store, easier to access, easier to search, and easier to track.\135\
Finally, electronic filings will allow filers to more effectively and
efficiently navigate future disruptive events--like COVID-19--when
staff and filers are unable to access their physical work facilities to
complete, submit and process paper fillings.
---------------------------------------------------------------------------

    \134\ Under the final rule, the format requirement for
electronic filings on EDGAR will be dictated by the EDGAR Filer
Manual, which allows for HTML or ASCII submissions. See 2021 EDGAR
Filer Manual, supra footnote, at Sections 2.1 and 5.2. This
flexibility should allow filers to choose the format that best suits
their needs and minimizes their costs of complying with the rule.
The benefits and costs discussed in this section III with respect to
electronic filings instead of the current paper submissions are
those that we would expect to be realized from HTML or ASCII
formatted submissions on EDGAR. Both formats are widely used, and
neither requires significant special expertise for their
preparation, submission, or ingestion. Furthermore, these benefits
and costs substantially arise to the same extent regardless of
whether the filer chooses the ASCII or HTML format.
    \135\ See supra footnote 12 for a discussion of our experience
with similar transitions to electronic filings.
---------------------------------------------------------------------------

    Electronic submissions will directly benefit filers of applications
for orders under the Advisers Act, Form ADV-NR, and 13(f) Confidential
Treatment Requests by reducing printing and delivery costs. To the
extent such savings are passed along to investors, investors will
benefit indirectly as well. Overall, we expect that such cost
reductions and any resulting savings to investors will be minimal.\136\
---------------------------------------------------------------------------

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

    With respect to applications for orders under the Advisers Act
specifically, because electronic submissions will be more quickly
available on the Commission's EDGAR system, the public may be able to
find and review a filing more quickly by accessing the EDGAR system
through the Commission's website or through third-party websites that
link to EDGAR. To the extent that applications for orders inform
investors' decisions with respect to the selection or retention of
investment advisers, investors may be able to make such decisions more
expeditiously. In addition, because applicants for orders under the
Advisers Act are expected, to the extent possible, to adhere to
applicable precedent, applicants and staff rely on recently evaluated
applications.\137\ The final amendments will benefit future applicants
and the Commission by making such applications more quickly available.
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    \137\ See supra footnote 17.
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    We expect that the final amendments regarding applications for
orders under the Advisers Act and the Investment Company Act will have
several economic benefits specific to both categories of these
amendments. First, designating the Secretary of the Commission as the
addressee for applications in paper for an order under either act will
minimize the risks of delay in staff receiving the application via
paper submissions and increase efficiency in the staff review process
by reducing staff processing time. Second, applications under both the
Investment Company Act and the Advisers Act will be in the same system,
so users will need to learn how to access only one system to obtain
relevant information related to an exemptive application.
    Additionally, the final amendments include certain features
designed to permit applicants to streamline the application process.
The Commission has periodically received applications from parties
seeking relief under both the Advisers Act and the Investment Company
Act who were unable to file a single application because of the current
multiple-system requirements for the differing applications.\138\ Thus,
the final amendments could result in benefits for applicants who are
simultaneously applying for orders under both the Advisers Act and the
Investment Company Act by allowing them to use a single electronic
format and file jointly in a single submission. We expect such savings
to be small because, while we do not have precise data on the number of
jointly filed applications, staff experience indicates that they are
rare relative to independent or non-joint applications. The final
amendments also make changes to harmonize requirements for submission
of applications for orders under the Advisers Act and Investment
Company Act, including the elimination of requirements that
applications be notarized and that they include proposed notices as
exhibits, which will result in direct cost savings for the applicants.
As detailed in section IV, we estimate that the reduction in cost
represents approximately one percent of the cost of preparing an
application.\139\
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    \138\ For such applications, the applications under the
Investment Company Act were made in HTML on EDGAR, and the Advisers
Act applications were submitted in paper.
    \139\ See infra footnote 164.
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    We expect that the final amendments to rule 13f-1 and Form 13F will
have several economic benefits specific to those amendments. First, to
the extent that electronic submission of 13(f) Confidential Treatment
Requests speeds up the initial process of getting the request to the
appropriate Commission staff members, in those instances where a
request for confidential treatment is denied, and assuming that there
is no petition for review, the corrected holdings information should be
publicly available more quickly than if the 13(f) Confidential
Treatment Request had been made in paper. This reduction in the length
of the de facto confidential treatment period of information on Form
13F can benefit users of Form 13F data and enhance investor decision
making to the extent that market observers and participants use such
data to inform their activities.
    Second, the final amendments that require each Form 13F and Form
13F-NT filer to provide additional identifying information will allow
the Commission and other consumers of Form 13F data to identify a Form
13F filer's other regulatory filings and the interrelationships between
managers who share investment discretion over 13(f) Securities more
easily. This can identify additional sources of market information for
the public that increase their understanding of markets and enhance
their ability to make informed investment decisions.\140\
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    \140\ See supra footnotes 85 and 86.
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    Third, the final technical amendments to Form 13F that eliminate
the requirement that dollar values be rounded to the nearest thousand
and that the corresponding ``000'' be omitted and remove the character
limits on the cover and summary pages of the Form should benefit the
Commission and users of Form 13F data by reducing filer mistakes and
data inaccuracies.\141\ Two commenters agreed that the technical
amendments will benefit filers by reducing data errors.\142\
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    \141\ See supra footnote 112.
    \142\ See ICI Comment Letter; WhaleWisdom Comment Letter.
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    Finally, the amendments that permit managers to report a security's
FIGI on Form 13F in addition to its CUSIP number should, in those cases
where 13F filers choose to include FIGI, benefit users of 13F data by
providing an additional security identification method to supplement
the CUSIP number (as well as the title and issuer name of the
security).\143\ Form 13F data

users could benefit from certain features of FIGIs, including the
ability to use FIGIs without fees or restrictions.\144\
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    \143\ Users of Form 13F data include corporate issuers,
investors and investment managers (including those subject to Form
13F filing requirements), financial analysts, market researchers,
Commission staff and others. A more detailed discussion of the
present uses and users of Form 13F data is contained in the
Commission's 2020 proposing release regarding the modification of
Form 13F reporting thresholds. See 2020 Form 13F Proposal, supra
footnote 52, at 46023.
    \144\ See supra footnote 98. As another example, because each
security has a single FIGI for its entire lifetime, regardless of
any corporate action such as a reverse stock split, the tracking of
securities over time may be easier with FIGIs than with CUSIP
numbers. See Allocation Rules for the Financial Instrument Global
Identifier Standard Version 29.7 (Mar. 2022), available at https://www.openfigi.com/assets/local/figi-allocation-rules.pdf (``A FIGI is
never reused and remains with the instrument in perpetuity. A FIGI
does not change as a result of any corporate action.''); see also
CUSIP Global Servs., CUSIP Permanence FAQ (July 2021), available at
https://www.cusip.com/index.html (follow link for ``frequently asked
questions about CUSIP Permanence'') (noting that ``. . . a new CUSIP
will continue to be assigned for reverse stock splits and forward
stock splits with a mandatory exchange of shares.'').
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2. Costs
    Requiring electronic submission of applications for orders under
the Advisers Act can result in costs to applicants, including those
associated with filing a Form ID for the first time to obtain the
access codes needed to submit an application on the Commission's EDGAR
system. As discussed in Section IV below, we expect these costs to be
minimal.\145\
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    \145\ See infra footnote 156.
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    Similarly, non-resident general partners and non-resident managing
agents of investment advisers, who currently file Form ADV-NR as a
paper filing submission, may incur costs associated with switching to
filing this form electronically via the IARD system. However, given
that these filers are associated with investment advisers that already
file Form-ADV through the IARD system, we expect that these costs will
be minimal.\146\
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    \146\ See infra section V.B.1, noting that we estimate that
there will be no change to our current internal burden estimate that
Form ADV-NR requires an average of one hour to complete.
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    The final amendments can result in additional costs associated with
electronically filing 13(f) Confidential Treatment Requests. However,
unlike the case of applications for orders under the Advisers Act where
an applicant may have no prior experience with EDGAR and therefore may
bear some initial cost, managers, by virtue of the fact that they are
already filing Form 13F, are experienced in using the EDGAR system. The
final amendments will merely change the manner in which a 13(f)
Confidential Treatment Request is submitted, should a filer choose to
make such a request. While filers are likely to incur some costs
associated with the transition to an electronic process for the
submission of 13(f) Confidential Treatment Requests, we believe these
costs will be offset by the reduction in printing and delivery costs
currently associated with paper submissions.\147\
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    \147\ See infra footnote 181.
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    The final amendments to Form 13F will also impose costs on managers
because they will have to modify their electronic filing processes to,
among other things, round dollar values on Form 13F to the nearest
dollar, to discontinue omitting the ``000'' for such values, and to
remove the character limits on the cover page, the summary page, and
the information table.\148\ One commenter stated that these amendments
may entail operational challenges and would be costly as a result,
especially for smaller advisers.\149\ While the commenter did not
detail the kinds of operational challenges the amendments may create,
we anticipate that filers will incur costs to update existing systems
to implement these changes. However, we continue to believe that the
costs associated with these amendments will be limited for most filers
as these changes involve changing only the formatting of information
that is already being produced.
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    \148\ See supra footnote 111.
    \149\ See IAA Comment Letter.
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    In addition, managers may incur some costs to provide additional
identifying information. One commenter stated that this could be
burdensome for managers that have numerous related parties or sub-
advisers, as they will need to adapt their operations to obtain CRD
numbers and SEC file numbers from the other managers identified in
their 13F reports and keep track of the new sets of numbers.\150\ We
believe that even for managers with numerous related parties or sub-
advisers, these costs will be limited, as CRD numbers and SEC file
numbers are simple pieces of information that we anticipate filers
could transmit and store easily using existing systems. One commenter
supported this belief, stating that the requirement of additional
identifying information would not be unduly burdensome for 13F
filers.\151\
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    \150\ See IAA Comment Letter, supra footnote 90, and
accompanying text.
    \151\ See WhaleWisdom Comment Letter, supra footnote 89.
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    The Commission does not expect that permitting managers to identify
securities on Form 13F with FIGIs in addition to CUSIP numbers will
impose any costs on managers relative to the baseline. Under the final
amendments, managers will continue to report CUSIP numbers for each
security they report on Form 13F. Managers that choose to report FIGIs
in addition to CUSIP numbers on Form 13F would only be doing so at
their option. Similarly, the Commission does not expect users of Form
13F data to incur any costs from the acceptance of FIGIs as an optional
addition to CUSIP numbers on Form 13F.\152\
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    \152\ A more detailed discussion of the present uses and users
of Form 13F data is contained in the Commission's 2020 proposing
release regarding the modification of Form 13F reporting thresholds.
See 2020 Form 13F Proposal, supra footnote 52, at 46023.
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    Estimates of direct compliance costs for the final amendments to
Form 13F are further discussed in Section V.D.
3. Efficiency, Competition, and Capital Formation
    Generally, because most of the final amendments simply streamline
filing processes, we do not expect these amendments to have a
significant effect on efficiency, competition, or capital formation.
Nonetheless, in this section, we discuss the effects of the final
amendments on efficiency, competition, and capital formation.
    As discussed above, the final amendments regarding applications for
orders under the Advisers Act can increase the speed at which the
public has access to these applications. To the extent that
applications for orders inform investors' decisions with respect to the
selection or retention of investment advisers, more timely access to
this information can result in more efficient decisions by investors
with respect to how they select their investment advisers.
    Similarly, as discussed above, the final technical amendments to
Form 13F requiring that dollar values be rounded to the nearest dollar,
that the ``000'' no longer be omitted, and the removal of character
limits should increase the accuracy and utility of the information
filed on Form 13F. In addition, the requirement that filers include
additional identifying information when filing Form 13F, as well as the
option for filers to provide FIGIs in addition to CUSIP numbers on Form
13F, should increase the usefulness of the information filed on Form
13F. To the extent the more accurate and useful data available to the
public informs investment decisions, the information efficiency of the
market may be enhanced.

D. Reasonable Alternatives

    In formulating the final amendments, we considered several
alternatives to the final amendments that retain the central
requirement that filings that are currently filed on paper be filed
electronically, but they differ with

respect to how the filings would be made. This section discusses these
alternatives.
1. Alternative Filing System for Advisers Act Orders
    The final amendments will require investment advisers to file
applications for orders under the Advisers Act on the Commission's
EDGAR system. Alternatively, the Commission could require investment
advisers to file applications through some other system. For example,
as noted in section II.A.2 above, advisers who register with the
Commission do so through the IARD system rather than EDGAR. Thus,
filing through the IARD system would offer the potential benefit of
greater applicant familiarity with the filing system.
    While we acknowledge that some applicants may be more familiar with
the IARD system than EDGAR, we are adopting the final amendments making
mandatory electronic submissions of Advisers Act applications on EDGAR
for several reasons.\153\ First, we believe the cost to advisers will
be relatively low because the final amendments will assess no filing
fees associated with these submissions through EDGAR. Many advisers
also likely have experience submitting electronic filings via EDGAR
because their managers may already be required to submit Form 13F via
EDGAR, reducing the costs associated with setting up systems and
processes to comply with the amendments. Second, filing in EDGAR will
allow for applications under the Investment Company Act and the
Advisers Act to be filed jointly, reducing filing cost.
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    \153\ See ICI Comment Letter, supra footnote 21.
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2. Alternative Filing System for 13(f) Confidential Treatment Requests
    The final amendments will require managers to file 13(f)
Confidential Treatment Requests on the Commission's EDGAR system.
Alternatively, the Commission could require that confidential treatment
requests be submitted electronically via a secure file transfer
service. Some managers were able to use such a service to submit their
confidential treatment requests to mitigate delays in receiving paper
filings during the events of COVID-19.\154\
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    \154\ See supra footnote 126 and accompanying text.
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    Requiring submission via a secure file transfer service would have
the benefit that some managers may already be familiar with the process
of submitting filings using such a system based on their experience
over the last year. However, in light of the fact that all managers are
already familiar with the process of making filings on EDGAR, we
believe it would be less burdensome for managers to make 13(f)
Confidential Treatment Request filings on EDGAR as well.\155\
Additionally, because 13(f) Confidential Treatment Requests will be
viewable on the same system as a manager's public Form 13F filing, the
Commission will be able to review all of a manager's holdings
efficiently.
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    \155\ See supra footnote 72 and accompanying text.
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3. Single Form 13F Filing With Electronic Attachment
    Rather than requiring managers to file 13(f) Confidential Treatment
Requests electronically via EDGAR, we considered modifying existing
Form 13F in such a way that filers would list all reportable 13(f)
Securities on the form but indicate for which securities, if any, they
were seeking confidential treatment. Filers would indicate that they
were seeking confidential treatment for particular securities by
checking a box associated with a security and also indicating the
length of time for which they were seeking confidential treatment.
Securities for which the filer checked the box would not be visible to
public users of the EDGAR system. Filers requesting confidential
treatment would still be required to attach a confidential electronic
document in which they would indicate the type of confidential request
and provide factual support to enable the Commission to make an
informed judgment as to the merits of the request.
    This alternative of a single Form 13F filing offers the benefit of
slightly reducing the burden on the filer from filing multiple lists of
securities to filing a single list and potentially decreasing the time
between when a 13(f) Confidential Treatment Request is denied or
expires and the time when an amended Form 13F is filed publicly.