60 Day Notice

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Federal Register / Vol. 86, No. 24 / Monday, February 8, 2021 / Notices

Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSEARCA–2021–07. This
file number should be included on the
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–NYSEARCA–2021–07 and
should be submitted on or before March
1, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02475 Filed 2–5–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–208, OMB Control No.
3235–0213]

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Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services, 100
F Street NE, Washington, DC 20549–2736.
Extension:
Rule 17g–1.
18 17

CFR 200.30–3(a)(12).

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Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 350l-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
Management and Budget for extension
and approval.
Rule 17g–1 (17 CFR 270.17g–1) under
the Investment Company Act of 1940
(the ‘‘Act’’) (15 U.S.C. 80a–17(g))
governs the fidelity bonding of officers
and employees of registered
management investment companies
(‘‘funds’’) and their advisers. Rule 17g–
1 requires, in part, the following:
Independent Directors’ Approval
The form and amount of the fidelity
bond must be approved by a majority of
the fund’s independent directors at least
once annually, and the amount of any
premium paid by the fund for any ‘‘joint
insured bond,’’ covering multiple funds
or certain affiliates, must be approved
by a majority of the fund’s independent
directors.
Terms and Provisions of the Bond
The amount of the bond may not be
less than the minimum amounts of
coverage set forth in a schedule based
on the fund’s gross assets. The bond
must provide that it shall not be
cancelled, terminated, or modified
except upon 60-days written notice to
the affected party and to the
Commission. In the case of a joint
insured bond, 60-days written notice
must also be given to each fund covered
by the bond. A joint insured bond must
provide that the fidelity insurance
company will provide all funds covered
by the bond with a copy of the
agreement, a copy of any claim on the
bond, and notification of the terms of
the settlement of any claim prior to
execution of that settlement. Finally, a
fund that is insured by a joint bond
must enter into an agreement with all
other parties insured by the joint bond
regarding recovery under the bond.
Filings With the Commission
Upon the execution of a fidelity bond
or any amendment thereto, a fund must
file with the Commission within 10
days: (i) A copy of the executed bond or
any amendment to the bond, (ii) the
independent directors’ resolution
approving the bond, and (iii) a
statement as to the period for which
premiums have been paid on the bond.
In the case of a joint insured bond, a
fund must also file: (i) A statement
showing the amount the fund would

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have been required to maintain under
the rule if it were insured under a single
insured bond; and (ii) the agreement
between the fund and all other insured
parties regarding recovery under the
bond. A fund must also notify the
Commission in writing within five days
of any claim or settlement on a claim
under the fidelity bond.
Notices to Directors
A fund must notify by registered mail
each member of its board of directors of:
(i) Any cancellation, termination, or
modification of the fidelity bond at least
45 days prior to the effective date; and
(ii) the filing or settlement of any claim
under the fidelity bond when
notification is filed with the
Commission.
Rule 17g–1’s independent directors’
annual review requirements, fidelity
bond content requirements, joint bond
agreement requirement, and the
required notices to directors are
designed to ensure the safety of fund
assets against losses due to the conduct
of persons who may obtain access to
those assets. These requirements also
seek to facilitate oversight of a fund’s
fidelity bond. The rule’s required filings
with the Commission are designed to
assist the Commission in monitoring
funds’ compliance with the fidelity
bond requirements.
Based on conversations with
representatives in the fund industry, the
Commission staff estimates that for each
of the estimated 2,200 active funds
(respondents),1 the average annual
paperwork burden associated with rule
17g–1’s requirements is two hours, one
hour each for a compliance attorney and
the board of directors as a whole. The
time spent by a compliance attorney
includes time spent filing reports with
the Commission for fidelity losses (if
any) as well as paperwork associated
with any notices to directors, and
managing any updates to the bond and
the joint agreement (if one exists). The
time spent by the board of directors as
a whole includes any time spent
initially establishing the bond, as well
as time spent on annual updates and
approvals. The Commission staff
therefore estimates the total ongoing
paperwork burden hours per year for all
funds required by rule 17g–1 to be 4,400
hours (2,200 funds × 2 hours = 4,400
hours). Commission staff continues to
1 Based on a review of fund filings for the threeyear period from 2018 to 2020, Commission staff
estimates there are approximately 2,200 funds
(registered open- and closed-end funds, and
business development companies) that must
comply with the collections of information under
rule 17g–1, and which collectively submit an
estimated 2,597 filings on Form 17G annually.

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Federal Register / Vol. 86, No. 24 / Monday, February 8, 2021 / Notices
estimate that the filing and reporting
requirements of rule 17g–1 do not entail
any external cost burdens.
These estimates of average burden
hours are made solely for the purposes
of the Paperwork Reduction Act. These
estimates are not derived from a
comprehensive or even a representative
survey or study of Commission rules.
The collection of information required
by rule 17g–1 is mandatory and will not
be kept confidential. An agency may not
conduct or sponsor, and a person is not
required to respond to, a collection of
information unless it displays a
currently valid control number.
Written comments are requested on:
(i) Whether the collection of information
is necessary for the proper performance
of the functions of the Commission,
including whether the information has
practical utility; (ii) the accuracy of the
Commission’s estimate of the burden of
the collection of information; (iii) ways
to enhance the quality, utility and
clarity of the information collected; and
(iv) ways to minimize the burden of the
collection 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: February 3, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02506 Filed 2–5–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34186; File No. 812–15086]

Muzinich BDC, Inc., et al.
February 2, 2021.

Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
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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 17–1 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.

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Applicants
request an order to permit certain
business development companies
(‘‘BDCs’’) and closed-end management
investment companies to co-invest in
portfolio companies with each other and
with certain affiliated investment funds
and accounts.
APPLICANTS: Muzinich BDC, Inc.
(‘‘Muzinich BDC’’), Muzinich BDC
Adviser, LLC (‘‘Muzinich BDC
Adviser’’), and Muzinich & Co., Inc.
(‘‘Muzinich & Co.,’’ and together with
Muzinich BDC Adviser, the ‘‘Existing
Advisers’’).
FILING DATES: The application was filed
on December 27, 2019, and amended on
May 21, 2020, and November 6, 2020.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by emailing the
Commission’s Secretary at [email protected] and serving applicants
with a copy of the request by email.
Hearing requests should be received by
the Commission by 5:30 p.m. on March
1, 2021, and should be accompanied by
proof of service on applicants, in the
form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule
0–5 under the Act, hearing requests
should state the nature of the writer’s
interest, any facts bearing upon the
desirability of a hearing on the matter,
the reason for the request, and the issues
contested. Persons who wish to be
notified of a hearing may request
notification by emailing the
Commission’s Secretary.
ADDRESSES: The Commission:
[email protected]. Applicants:
Mr. Paul Fehre, [email protected].
FOR FURTHER INFORMATION CONTACT: Jean
E. Minarick, Senior Counsel, at (202)
551–6811 or Kaitlin C. Bottock, Branch
Chief, at (202) 551–6825 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website by searching for the file
number, or for an applicant using the
Company name box, at http://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
SUMMARY OF APPLICATION:

Introduction
1. The applicants request an order of
the Commission under sections 17(d)
and 57(i) and rule 17d–1 thereunder
(the ‘‘Order’’) to permit, subject to the
terms and conditions set forth in the
application (the ‘‘Conditions’’), a

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Regulated Fund 1 and one or more other
Regulated Funds and/or one or more
Affiliated Funds 2 to enter into CoInvestment Transactions with each
other. ‘‘Co-Investment Transaction’’
means any transaction in which a
Regulated Fund (or its Wholly-Owned
Investment Sub (as defined below))
participated together with one or more
Affiliated Funds, and/or one or more
other Regulated Funds (or its WhollyOwned Investment Sub) in reliance on
the Order. ‘‘Potential Co-Investment
Transaction’’ means any investment
opportunity in which a Regulated Fund
(or its Wholly-Owned Investment Sub)
could not participate together with one
or more Affiliated Funds, and/or one or
more other Regulated Funds (or its
Wholly-Owned Investment Sub)
without obtaining and relying on the
Order.3
Applicants
2. Muzinich BDC is a non-diversified,
closed-end management investment
company incorporated in Delaware that
have elected to be regulated as a BDC
1 ‘‘Regulated Funds’’ means (a) Muzinich BDC, (b)
the Future Regulated Funds and (c) the BDC
Downstream Funds (defined below). ‘‘Future
Regulated Fund’’ means a closed-end management
investment company (a) that is registered under the
Act or has elected to be regulated as a BDC, (b)
whose investment adviser (and sub-adviser(s), if
any) are an Adviser, and (c) that intends to
participate in the Co-investment Program (defined
below).
‘‘Adviser’’ means the Existing Advisers, together
with any future investment adviser that (i) controls,
is controlled by, or is under common control with
an Existing Adviser, (ii) (a) is registered as an
investment adviser under the Investment Advisers
Act of 1940 (‘‘Advisers Act’’) or (b) is a relying
adviser of an investment adviser that is registered
under the Advisers Act, and that controls, is
controlled by, or is under common control with an
Existing Adviser, and (iii) is not a Regulated Fund
or a subsidiary of a Regulated Fund.
2 ‘‘Affiliated Fund’’ means any Muzinich
Proprietary Account (defined below) and any entity
(a) whose investment adviser (and sub-adviser(s), if
any) are an Adviser, (b) that either (i) would be an
investment company but for section 3(c)(1) or
3(c)(7) of the Act or (ii) relies on rule 3a–7 under
the Act, (c) that is not a BDC Downstream Fund
(together with each such entity’s direct and indirect
wholly-owned subsidiaries), and (d) that intends to
participate in the Co-Investment Program.
‘‘BDC Downstream Fund’’ means, with respect to
any Regulated Fund that is a business development
company (‘‘BDC’’), an entity (i) that the BDC
directly or indirectly controls, (ii) that is not
controlled by any person other than the BDC
(except a person that indirectly controls the entity
solely because it controls the BDC), (iii) that would
be an investment company but for section 3(c)(1) or
3(c)(7) of the Act, (iv) whose investment adviser
(and sub-adviser(s), if any) are an Adviser, (v) that
is not a Wholly-Owned Investment Sub (as defined
below) and (vi) that intends to participate in the CoInvestment Program.
3 All existing entities that currently intend to rely
on the Order have been named as applicants and
any existing or future entities that may rely on the
Order in the future will comply with its terms and
Conditions set forth in the application.

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