2019-08-13 | 2019-17138Added
The Securities and Exchange Commission issued a final rule providing technical corrections to amendments adopted in March 2019 under the FAST Act Modernization and Simplification of Regulation S-K. The corrections reinstate inadvertently changed item headings in Securities Act registration forms, relocate amendments to correct item numbers, and update the exhibit table in Regulation S-K Item 601(a) for consistency. Additionally, the document fixes typographical errors and cross-references across various forms including S-1, S-3, F-1, and N-series forms, effective August 13, 2019.
39966 Federal Register / Vol. 84, No. 156 / Tuesday, August 13, 2019 / Rules and Regulations Designated altitudes. 6,000 feet MSL to 11,000 feet MSL. Time of designation. By NOTAM 4 hours in advance. Controlling agency. FAA, Anchorage ARTCC. Using agency. U.S. Army, AK (USARAK), Commanding General, Joint Base ElmendorfRichardson (JBER), AK.
Issued in Washington, DC, on August 7, 2019. Rodger A. Dean Jr., Manager, Airspace Policy Group. [FR Doc. 2019–17220 Filed 8–12–19; 8:45 am] BILLING CODE 4910–13–P SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 229, 232, 239, 249, and 274 [Release No. 33–10618A; 34–85381A; IA– 5206A; IC–33426A; File No. S7–08–17] RIN 3235–AM00 FAST Act Modernization and Simplification of Regulation S–K; Correction AGENCY: Securities and Exchange Commission. ACTION: Final rule; technical correction. SUMMARY: This document makes technical corrections to certain amendments to the Commission’s disclosure rules and forms adopted in Release No. 33–10618 (March 20, 2019), which was published in the Federal Register on April 2, 2019. Specifically, this document reinstates certain item headings in registration statement forms under the Securities Act of 1933 that were inadvertently changed; relocates certain amendments to the correct item numbers in these forms and reinstates text that was inadvertently removed; corrects a portion of the exhibit table in Item 601(a) of Regulation S–K to make it consistent with the regulatory text of the amendments; and corrects certain typographical errors and a crossreference in the regulatory text of the amendments. DATES: Effective August 13, 2019. FOR FURTHER INFORMATION CONTACT: Charles Kwon, Office of Rulemaking, Division of Corporation Finance, at (202) 551–3430, or Michael C. Pawluk, Investment Company Rulemaking Office, Division of Investment Management, at (202) 551–6792, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. SUPPLEMENTARY INFORMATION: We are making technical corrections to: Commission reference CFR citation (17 CFR) Regulation S–K ............................................................................................................................................... §§ 229.10 through 229.1305. Item 202 ................................................................................................................................................... § 229.202. Item 601 ................................................................................................................................................... § 229.601. Regulation S–T ............................................................................................................................................... §§ 232.10 through 232.903. Rule 105 .................................................................................................................................................. § 232.105. Securities Act of 1933: 1 Form S–1 ................................................................................................................................................. § 239.11. Form S–3 ................................................................................................................................................. § 239.13. Form S–6 ................................................................................................................................................. § 239.16. Form S–11 ............................................................................................................................................... § 239.18. Form N–14 ............................................................................................................................................... § 239.23. Form S–4 ................................................................................................................................................. § 239.25. Form F–1 ................................................................................................................................................. § 239.31. Form F–3 ................................................................................................................................................. § 239.33. Form F–4 ................................................................................................................................................. § 239.34. Form SF–1 ............................................................................................................................................... § 239.44. Form SF–3 ............................................................................................................................................... § 239.45. Securities Exchange Act of 1934: 2 Form 10–D ............................................................................................................................................... § 249.312. Investment Company Act of 1940: 3 Form N–8B–2 .......................................................................................................................................... § 274.12. Securities Act of 1933 and Investment Company Act of 1940: Form N–1A .............................................................................................................................................. §§ 239.15A and 274.11A. Form N–2 ................................................................................................................................................. §§ 239.14 and 274.11a–1. Form N–3 ................................................................................................................................................. §§ 239.17a and 274.11b. Form N–4 ................................................................................................................................................. §§ 239.17b and 274.11c. Form N–5 ................................................................................................................................................. §§ 239.24 and 274.5. Form N–6 ................................................................................................................................................. §§ 239.17c and 274.11d. 1 15 U.S.C. 77a et seq. 2 15 U.S.C. 78a et seq. 3 15 U.S.C. 80a–1 et seq. VerDate Sep<11>2014 16:22 Aug 12, 2019 Jkt 247001 PO 00000 Frm 00008 Fmt 4700 Sfmt 4700 E:\FR\FM\13AUR1.SGM 13AUR1 jspears on DSK3GMQ082PROD with RULES
Federal Register / Vol. 84, No. 156 / Tuesday, August 13, 2019 / Rules and Regulations 39967 List of Subjects in 17 CFR Parts 229, 232, 239, 249, and 274 Reporting and recordkeeping requirements, Securities. For the reasons set out above, we are amending title 17, chapter II of the Code of Federal Regulations as follows: PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975— REGULATION S–K ■ 1. The authority citation for part 229 continues to read as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z–2, 77z–3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j–3, 78l, 78m, 78n, 78n–1, 78o, 78u–5, 78w, 78ll, 78mm, 80a–8, 80a–9, 80a–20, 80a–29, 80a–30, 80a– 31(c), 80a–37, 80a–38(a), 80a–39, 80b–11 and 7201 et seq.; 18 U.S.C. 1350; sec. 953(b), Pub. L. 111–203, 124 Stat. 1904 (2010); and sec. 102(c), Pub. L. 112–106, 126 Stat. 310 (2012). § 229.202 [Amended] ■ 2. Amend § 229.202 in Instruction 3 under ‘‘Instructions to Item 202’’ by removing the phrase ‘‘U.S.C. 77aaa et seq.’’ and adding in its place ‘‘15 U.S.C. 77aaa et seq.’’ ■ 3. Amend § 229.601 by revising entries (4) and (104) to the exhibit table in paragraph (a) to read as follows: § 229.601 (Item 601) Exhibits.
Exhibit Table
EXHIBIT TABLE
(4) Instruments defining the rights of securities holders, including indentures, (i) through (v) ....................... X (vi) Description of registrant’s securities ................................................. .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X
(104) Cover Page Interactive Data File ................................................. .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X .......... X X
PART 232—REGULATION S–T— GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS ■ 4. The authority citation for part 232 continues to read in part as follows: Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 80a–30, 80a–37, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise noted.
§ 232.105 [Amended] ■ 5. Amend § 232.105, in paragraph (d), in Instruction 2 under ‘‘Instructions to paragraph (d)’’, by removing the phrase ‘‘in the case of a foreign private issuer (as defined in § 229.405 of this chapter)’’ and adding in its place ‘‘in the case of a foreign private issuer (as defined in § 230.405 of this chapter)’’. PART 239—FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 ■ 6. The authority citation for part 239 continues to read in part as follows: Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m,78n, 78o(d), 78o–7 note, 78u–5, 78w(a), 78ll, 78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a– 10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, and 80a–37; and sec. 107, Pub. L. 112–106, 126 Stat. 312, unless otherwise noted.
■ 7. Amend Form S–1 (referenced in § 239.11) by revising the heading of Item 3 to read as follows: Note: The text of Form S–1 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 3. Summary Information and Risk Factors.
■ 8. Amend Form S-3 (referenced in § 239.13) by revising the heading of Item 3 to read as follows: Note: The text of Form S-3 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 3. Summary Information and Risk Factors.
■ 9. Amend Form S-6 (referenced in § 239.16) by revising the last sentence of the second paragraph of Additional Instruction 3 in ‘‘Instructions as to Exhibits’’ to read as follows: Note: The text of Form S-6 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM S-6 [FACING SHEET] FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N8B-2
INSTRUCTIONS AS TO EXHIBITS
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39968 Federal Register / Vol. 84, No. 156 / Tuesday, August 13, 2019 / Rules and Regulations Additional Instructions:
After completing its review of the supplemental information, the Commission or its staff will return or destroy it at the request of the registrant, if the registrant complies with the procedures outlined in Rule 418 (§ 230.418 of this chapter).
■ 10. Amend Form S-11 (referenced in § 239.18) by revising the second sentence of the first paragraph of instruction H. under ‘‘General Instructions’’ and the heading of Item 3 to read as follows: Note: The text of Form S-11 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
H. Eligibility to Use Incorporation by Reference
Item 3. Summary Information and Risk Factors.
■ 11. Amend Form N-14 (referenced in § 239.23) by revising the last sentence of the second paragraph of Instruction 3 in Item 16 to read as follows: Note: The text of Form N-14 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 16. Exhibits
Instructions:
■ 12. Amend Form S-4 (referenced in § 239.25) by revising the heading of Item 3 to read as follows: Note: The text of Form S-4 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 3. Risk Factors and Other Information.
■ 13. Amend Form F-1 (referenced in § 239.31) by revising the heading of Item 3 to read as follows: Note: The text of Form F-1 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 3. Summary Information and Risk Factors.
■ 14. Amend Form F-3 (referenced in § 239.33) by revising the heading of Item 3 to read as follows: Note: The text of Form F-3 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 3. Summary Information and Risk Factors.
■ 15. Amend Form F-4 (referenced in 239.34) by revising the heading of Item 3 to read as follows: Note: The text of Form F-4 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 3. Risk Factors and Other Information.
■ 16. Amend Form SF-1 (referenced in § 239.44) by revising Item 2 and Item 3 to read as follows: Note: The text of Form SF-1 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SF-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 2. Inside Front and Outside Back Cover Pages of Prospectus. Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page, the information required by Item 502 of Regulation S-K (17 CFR 229.502). Item 3. Transaction Summary and Risk Factors. Furnish the information required by Items 105 and 503 of Regulation S-K (17 CFR 229.105 and 17 CFR 229.503) and Item 1103 of Regulation AB (17 CFR 229.1103).
■ 17. Amend Form SF-3 (referenced in § 239.45) by revising Item 2 and Item 3 to read as follows: Note: The text of Form SF-3 does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SF-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Item 2. Inside Front and Outside Back Cover Pages of Prospectus. Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover VerDate Sep<11>2014 16:22 Aug 12, 2019 Jkt 247001 PO 00000 Frm 00010 Fmt 4700 Sfmt 4700 E:\FR\FM\13AUR1.SGM 13AUR1 jspears on DSK3GMQ082PROD with RULES
Federal Register / Vol. 84, No. 156 / Tuesday, August 13, 2019 / Rules and Regulations 39969 page, the information required by Item 502 of Regulation S-K (17 CFR 229.502). Item 3. Transaction Summary and Risk Factors. Furnish the information required by Items 105 and 503 of Regulation S-K (17 CFR 229.105 and 17 CFR 229.503) and Item 1103 of Regulation AB (17 CFR 229.1103).
PART 249—FORMS, SECURITIES EXCHANGE ACT OF 1934 ■ 18. The authority citation for part 249 continues to read in part as follows: Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124 Stat. 1904; Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309 (2012); Sec. 107, Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001, Pub. L. 114-94, 129 Stat. 1312 (2015), unless otherwise noted.
■ 19. Amend Form 10-D (referenced in § 249.312) by revising General Instruction D(2)(d) to read as follows: Note: The text of Form 10-D does not, and this amendment will not, appear in the Code of Federal Regulations. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-D ASSET-BACKED ISSUER DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERAL INSTRUCTIONS
D. * * * (2) * * * (d) Exchange Act Rule 12b-23 (17 CFR 240.12b-23) (additional rule on incorporation by reference for reports filed pursuant to Sections 13 and 15(d) of the Act).
PART 274—FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940 ■ 20. The authority citation for part 274 continues to read in part as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a–8, 80a–24, 80a–26, 80a–29, and Pub. L. 111–203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
■ 21. Amend Form N–5 (referenced in §§ 239.24 and 274.5) by revising the last sentence of the second paragraph of Instruction 3 in ‘‘Instructions as to Exhibits’’ to read as follows: Note: The text of Form N–5 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-5 REGISTRATION STATEMENT OF SMALL BUSINESS INVESTMENT COMPANY UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940 *
INSTRUCTIONS AS TO EXHIBITS
Instructions:
■ 22. Amend Form N-1A (referenced in §§ 239.15A and 274.11A) by revising the last sentence of the second paragraph of Instruction 4 in Item 28 to read as follows: Note: The text of Form N-1A does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-1A
Item 28. Exhibits
Instructions
■ 23. Amend Form N-2 (referenced in §§ 239.14 and 274.11a-1) by revising the last sentence of the second paragraph of Instruction 6 in Item 25.2 to read as follows: Note: The text of Form N-2 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-2
Item 25. Financial Statements and Exhibits
Instructions
■ 24. Amend Form N-3 (referenced in §§ 239.17a and 274.11b) by revising the last sentence of the second paragraph of Instruction 5 in Item 29(b) to read as follows: Note: The text of Form N-3 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-3
Item 29. Financial Statements and Exhibits
(b) Exhibits:
Instructions
■ 25. Amend Form N-4 (referenced in §§ 239.17b and 274.11c) by revising the last sentence of the second paragraph of Instruction 5 in Item 24(b) to read as follows: Note: The text of Form N-4 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-4
Item 24. Financial Statements and Exhibits
(b) Exhibits:
Instructions
39970 Federal Register / Vol. 84, No. 156 / Tuesday, August 13, 2019 / Rules and Regulations Commission or its staff will return or destroy it at the request of the registrant, if the registrant complies with the procedures outlined in Rule 418 (§ 230.418 of this chapter).
■ 26. Amend Form N-6 (referenced in §§ 239.17c and 274.11d) by revising the last sentence of the second paragraph of Instruction 3 in Item 26 to read as follows: Note: The text of Form N-6 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-6
Item 26. Exhibits
Instructions:
■ 27. Amend Form N-8B-2 (referenced in § 274.12) by revising the last sentence of the second paragraph of Instruction 3 in ‘‘IX Exhibits’’ to read as follows: Note: The text of Form N-8B-2 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N-8B-2 REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE CURRENTLY ISSUING SECURITIES
IX EXHIBITS
Instructions:
Dated: August 6, 2019. Vanessa A. Countryman, Secretary. [FR Doc. 2019–17138 Filed 8–12–19; 8:45 am] BILLING CODE P DEPARTMENT OF DEFENSE Office of the Secretary 32 CFR Part 317 [Docket ID: DOD–2019–OS–0039] RIN 0790–AK63 DCAA Privacy Act Program AGENCY: Defense Contract Audit Agency, DoD. ACTION: Final rule. SUMMARY: This final rule removes DoD’s regulation concerning the Defense Contract Audit Agency (DCAA) Privacy Program. On April 11, 2019, the Department of Defense published a revised DoD-level Privacy Program rule, which contains the necessary information for an agency-wide privacy program regulation under the Privacy Act and now serves as the single Privacy Program rule for the Department. That revised Privacy Program rule also includes all DoD component exemption rules. Therefore, this part is now unnecessary and may be removed from the CFR. DATES: This rule is effective on August 13, 2019. FOR FURTHER INFORMATION CONTACT: Keith Mastromichalis, 571–448–3153. SUPPLEMENTARY INFORMATION: DoD now has a single DoD-level Privacy Program rule at 32 CFR part 310 (84 FR 14728) that contains all the codified information required for the Department. The DCAA Privacy Act Program regulation at 32 CFR part 317, last updated on March 10, 2015 (80 FR 12559), is no longer required and can be removed. It has been determined that publication of this CFR part removal for public comment is impracticable, unnecessary, and contrary to public interest since it is based on the removal of policies and procedures that are either now reflected in another CFR part, 32 CFR 310, or are publicly available on the Department’s website. To the extent that DCAA internal guidance concerning the implementation of the Privacy Act within DCAA is necessary, it will continue to be published in ‘‘The Privacy Act, an Employee Guide to Privacy,’’ available at http:// www.dcaa.mil/Content/Documents/ Privacy_Act_Guide.pdf (March 1, 2016). This rule is one of 20 separate component Privacy rules. With the finalization of the DoD-level Privacy rule at 32 CFR part 310, the Department eliminated the need for this component Privacy rule, thereby reducing costs to the public as explained in the preamble of the DoD-level Privacy rule published on April 11, 2019, at 84 FR 14728– 14811. This rule is not significant under Executive Order (E.O.) 12866, ‘‘Regulatory Planning and Review.’’ Therefore, E.O. 13771, ‘‘Reducing Regulation and Controlling Regulatory Costs’’ does not apply. List of Subjects in 32 CFR Part 317 Privacy. PART 317—[REMOVED] ■ Accordingly, by the authority of 5 U.S.C. 301, 32 CFR part 317 is removed. Dated: August 6, 2019. Aaron T. Siegel, Alternate OSD Federal Register Liaison Officer, Department of Defense. [FR Doc. 2019–17162 Filed 8–12–19; 8:45 am] BILLING CODE 5001–06–P DEPARTMENT OF HOMELAND SECURITY Coast Guard 33 CFR Part 138 [Docket No. USCG–2019–0392] RIN 1625–AC53 Consumer Price Index Adjustments of Oil Pollution Act of 1990 Limits of Liability—Vessels, Deepwater Ports and Onshore Facilities AGENCY: Coast Guard, DHS. ACTION: Final rule. SUMMARY: The Coast Guard is issuing this final rule to adjust the limits of liability for vessels, deepwater ports, and onshore facilities under the Oil Pollution Act of 1990 (OPA 90), as amended, to reflect the increase in the Consumer Price Index since 2015. These regulatory inflation increases to the limits of liability are required by OPA 90 and are necessary to preserve the deterrent effect and ‘‘polluter pays’’ principle embodied in the Act. This update promotes the Coast Guard’s missions of maritime safety and stewardship. DATES: This final rule is effective on November 12, 2019. ADDRESSES: Documents mentioned in this rule are available in our online VerDate Sep<11>2014 16:22 Aug 12, 2019 Jkt 247001 PO 00000 Frm 00012 Fmt 4700 Sfmt 4700 E:\FR\FM\13AUR1.SGM 13AUR1 jspears on DSK3GMQ082PROD with RULES