60 Day Notice

3235-0216 60 Day Notice.pdf

Investment Company Act Rule 19a-1, 17 CFR 270.19a-1, Written Statement to Accompany Dividend Payments by Management Companies

60 Day Notice

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Federal Register / Vol. 85, No. 227 / Tuesday, November 24, 2020 / Notices

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There is no requirement that any
Member maintain a specific number of
Limited Service MEO Ports and a
Member may choose to maintain as
many or as few of such ports as each
Member deems appropriate.
Finally, subjecting the two additional
Limited Service MEO Ports to the
existing $400 monthly fee applicable to
ports seven (7) and eight (8) will help
to encourage Limited Service MEO Port
usage in a way that aligns with the
Exchange’s regulatory obligations. As a
national securities exchange, the
Exchange is subject to Regulation
Systems Compliance and Integrity
(‘‘Reg. SCI’’).21 Reg. SCI Rule 1001(a)
requires that the Exchange establish,
maintain, and enforce written policies
and procedures reasonably designed to
ensure (among other things) that its Reg.
SCI systems have levels of capacity
adequate to maintain the Exchange’s
operational capability and promote the
maintenance of fair and orderly
markets.22 By encouraging Members to
be efficient with their usage of Limited
MEO Ports, the current fee that will
continue to apply to the proposed two
(2) additional Limited Service MEO
Ports will support the Exchange’s Reg.
SCI obligations in this regard by
ensuring that unused ports are available
to be allocated based on individual
Members needs and as the Exchange’s
overall order and trade volumes
increase.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
MIAX PEARL does not believe that
the proposed rule change will result in
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
The proposed rule change will not
impose a burden on competition but
will benefit competition by enhancing
the Exchange’s ability to compete by
providing additional services to market
participants. It is not intended to
address a competitive issue. Rather, the
proposed increase in the number of
additional Limited Service MEO Ports
available per Member is intended to
allow the Exchange to increase its
inventory of MEO Ports to meet
increased Member demand. The
Exchange is increasing the number of
available additional Limited Service
MEO Ports in response to Member
demand for increased connectivity to
the MIAX PEARL System. The
Exchange’s current inventory may soon
be insufficient to meet those needs.
Again, the Exchange is not proposing to
21 17
22 17

CFR 242.1000–1007.
CFR 242.1001(a).

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amend the fees for MEO Ports, just to
increase the number of MEO Ports
available per Member. The Exchange
also does not believe that the proposed
rule change will impose a burden on
intramarket competition because the
two additional Limited Service MEO
Ports will be available to all Members
on an equal basis. It is a business
decision of each Member whether to pay
for the additional Limited Service MEO
Ports.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A)(ii) of the Act,23 and Rule
19b–4(f)(2) 24 thereunder. At any time
within 60 days of the filing of the
proposed rule change, the Commission
summarily may temporarily suspend
such rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act. If the Commission
takes such action, the Commission shall
institute proceedings to determine
whether the proposed rule should be
approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
PEARL–2020–25 on the subject line.
Paper comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street, NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–PEARL–2020–25. This file
number should be included on the
23 15
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U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4(f)(2).

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subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (http://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street, NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–PEARL–2020–25 and
should be submitted on or before
December 15, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.25
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–25901 Filed 11–23–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–240, OMB Control No.
3235–0216]

Proposed Collection; Comment
Request
Extension:
Rule 19a–1

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501–3520), the Securities
and Exchange Commission (the
‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
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CFR 200.30–3(a)(12).

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Federal Register / Vol. 85, No. 227 / Tuesday, November 24, 2020 / Notices

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Management and Budget for extension
and approval.
Section 19(a) (15 U.S.C. 80a–19(a)) of
the Investment Company Act of 1940
(the ‘‘Act’’) (15 U.S.C. 80a) makes it
unlawful for any registered investment
company to pay any dividend or similar
distribution from any source other than
the company’s net income, unless the
payment is accompanied by a written
statement to the company’s
shareholders which adequately
discloses the sources of the payment.
Section 19(a) authorizes the
Commission to prescribe the form of
such statement by rule.
Rule 19a–1 (17 CFR 270.19a–1) under
the Act, entitled ‘‘Written Statement to
Accompany Dividend Payments by
Management Companies,’’ sets forth
specific requirements for the
information that must be included in
statements made pursuant to section
19(a) by or on behalf of management
companies.1 The rule requires that the
statement indicate what portions of
distribution payments are made from
net income, net profits from the sale of
a security or other property (‘‘capital
gains’’) and paid-in capital. When any
part of the payment is made from capital
gains, rule 19a–1 also requires that the
statement disclose certain other
information relating to the appreciation
or depreciation of portfolio securities. If
an estimated portion is subsequently
determined to be significantly
inaccurate, a correction must be made
on a statement made pursuant to section
19(a) or in the first report to
shareholders following the discovery of
the inaccuracy.
The purpose of rule 19a–1 is to afford
fund shareholders adequate disclosure
of the sources from which distribution
payments are made. The rule is
intended to prevent shareholders from
confusing income dividends with
distributions made from capital sources.
Absent rule 19a–1, shareholders might
receive a false impression of fund gains.
Based on a review of filings made
with the Commission, the staff estimates
that approximately 12,019 series of
registered investment companies that
are management companies may be
subject to rule 19a–1 each year,2 and
1 Section 4(3) of the Act (15 U.S.C. 80a–4(3))
defines ‘‘management company’’ as ‘‘any
investment company other than a face amount
certificate company or a unit investment trust.’’
2 This estimate is based on statistics compiled by
Commission staff as of September 21, 2020. The
number of management investment company
portfolios that make distributions for which
compliance with rule 19a–1 is required depends on
a wide range of factors and can vary greatly across
years. Therefore, the calculation of estimated
burden hours is based on the total number of

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that each portfolio on average mails two
statements per year to meet the
requirements of the rule.3 The staff
further estimates that the time needed to
make the determinations required by the
rule and to prepare the statement
required under the rule is
approximately 1 hour per statement.
The total annual burden for all
portfolios therefore is estimated to be
approximately 24,038 burden hours.4
The staff estimates that approximately
one-third of the total annual burden
(8,013 hours) would be incurred by a
paralegal with an average hourly wage
rate of approximately $219 per hour,5
and approximately two-thirds of the
annual burden (16,026 hours) would be
incurred by a compliance clerk with an
average hourly wage rate of $71 per
hour.6 The staff therefore estimates that
the aggregate annual cost of complying
with the paperwork requirements of the
rule is approximately $2,892,693 ((8,013
hours × $219 = $1,754,847) + (16,026
hours × $71 = $1,137,846)).
To comply with state law, many
investment companies already must
distinguish the different sources from
which a shareholder distribution is paid
and disclose that information to
shareholders. Thus, many investment
companies would be required to
distinguish the sources of shareholder
dividends whether or not the
Commission required them to do so
under rule 19a–1.
The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules. Compliance
with the collection of information
required by rule 19a–1 is mandatory for
management companies that make
statements to shareholders pursuant to
section 19(a) of the Act. An agency may
not conduct or sponsor, and a person is
management investment company portfolios, each
of which may be subject to rule 19a–1.
3 A few portfolios make monthly distributions
from sources other than net income, so the rule
requires them to send out a statement 12 times a
year. Other portfolios never make such
distributions.
4 This estimate is based on the following
calculation: 12,019 management investment
company portfolios × 2 statements per year × 1 hour
per statement = burden hours.
5 Hourly rates are derived from the Securities
Industry and Financial Markets Association
(‘‘SIFMA’’), Management and Professional Earnings
in the Securities Industry 2013, modified to account
for an 1,800-hour work-year and inflation, and
multiplied by 5.35 to account for bonuses, firm size,
employee benefits, and overhead.
6 Hourly rates are derived from SIFMA’s Office
Salaries in the Securities Industry 2013, modified
to account for an 1,800-hour work-year and
multiplied by 2.93 to account for bonuses, firm size,
employee benefits and overhead.

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not required to respond to, a collection
of information unless it displays a
currently valid control number.
Written comments are invited on: (a)
Whether the collections of information
are necessary for the proper
performance of the functions of the
Commission, including whether the
information has practical utility; (b) the
accuracy of the Commission’s estimate
of the burdens of the collections of
information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burdens of the collections
of information on respondents,
including through the use of automated
collection techniques or other forms of
information technology. Consideration
will be given to comments and
suggestions submitted in writing within
60 days of this publication.
Please direct your written comments
to David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, C/O Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549; or send an email to: PRA_
[email protected].
Dated: November 18, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–25896 Filed 11–23–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34099; 812–15156]

Oaktree Strategic Income II, Inc., et al.
November 18, 2020.

Securities and Exchange
Commission (‘‘Commission’’)
ACTION: Notice.
AGENCY:

Notice of application for an order
under sections 17(d) and 57(i) of the
Investment Company Act of 1940 (the
‘‘Act’’) and rule 17d–1 under the Act to
permit certain joint transactions
otherwise prohibited by sections 17(d)
and 57(a)(4) of the Act and rule 17d–1
under the Act. Applicants request an
order to permit certain business
development companies to co-invest in
portfolio companies with affiliated
investment funds.
Applicants: Oaktree Strategic Income
II, Inc. (‘‘OSI II’’), Oaktree Strategic
Income Corporation (‘‘OCSI’’), Oaktree
Specialty Lending Corporation
(‘‘OCSL’’), Oaktree Capital Management,
L.P. (‘‘OCM LP’’), Oaktree Fund
Advisors, LLC (‘‘OFA LLC’’), Oaktree
Capital Management (UK) LLP (‘‘OCM

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