Schedule 14C 60 Day Federal Register Notice

lotter on DSK11XQN23PROD with NOTICES1

Federal Register / Vol. 87, No. 45 / Tuesday, March 8, 2022 / Notices
permit certain joint transactions
otherwise prohibited by sections 17(d)
and 57(a)(4) of the Act and rule 17d–1
under the Act.
SUMMARY OF APPLICATION: 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
entities.
APPLICANTS: Jefferies Private Credit BDC
Inc., Jefferies Credit Management LLC,
Jefferies Finance LLC, Jefferies Credit
Partners LLC, Apex Credit Partners LLC,
Apex Credit Holdings LLC, JFIN CLO
2012 Ltd., JFIN CLO 2013 Ltd., JFIN
CLO 2015–II Ltd., JFIN CLO 2016 Ltd.,
JFIN CLO 2017 Ltd., JFIN CLO 2017–II
Ltd., Apex Credit CLO 2018 Ltd., Apex
Credit CLO 2018–II Ltd., Apex Credit
CLO 2019 Ltd., Apex Credit CLO 2019–
II Ltd., Apex Credit CLO 2020 Ltd.,
Apex Credit CLO 2021 Ltd., Jefferies
Direct Lending Fund LP, Jefferies Direct
Lending Fund SPE LLC, Jefferies Direct
Lending Offshore Fund LP, Jefferies
Direct Lending Offshore Fund B LP,
Jefferies Direct Lending Offshore Fund C
LP, Jefferies Direct Lending Offshore
Fund SPE LLC, Jefferies Direct Lending
Offshore Fund C SPE LLC, Jefferies
Senior Lending LLC, JFIN Revolver CLO
2017–II Ltd., JFIN Revolver CLO 2017–
III Ltd., JFIN Revolver CLO 2018 Ltd.,
JFIN Revolver CLO 2019 Ltd., JFIN
Revolver CLO 2019–II Ltd., JFIN
Revolver CLO 2020 Ltd., JFIN Revolver
Funding 2021 Ltd., JFIN Revolver CLO
2021–II Ltd., JFIN Revolver Funding
2021–III Ltd., JFIN Revolver Funding
2021–IV Ltd., JFIN Revolver CLO 2021–
V Ltd., JFIN Revolver Fund, L.P.,
Massachusetts Mutual Life Insurance
Company.
FILING DATES: The application was filed
on June 18, 2020, and amended on
October 22, 2020, August 3, 2021,
December 10, 2021 and January 12,
2022.
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 on any application by
emailing the Commission’s Secretary at
[email protected]. and serving
the Applicants with a copy of the
request by email, if an email address is
listed for the relevant Applicant below,
or personally or by mail, if a physical
address is listed for the relevant
Applicant below. Hearing requests
should be received by the Commission
by 5:30 p.m. on March 28, 2022, and
should be accompanied by proof of
service on the Applicants, in the form

VerDate Sep<11>2014

17:25 Mar 07, 2022

Jkt 256001

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 at
[email protected].
ADDRESSES: The Commission:
[email protected]. Applicants:
Daniel M. Duval, Jefferies Finance LLC,
[email protected], Michael R.
Rosella, [email protected],
Frank Lopez, franklopez@
paulhastings.com, Vadim Avdeychik,
[email protected],
Rajib Chanda, rajib.chanda@
stblaw.com, Ryan Brizek, ryan.brizek@
stblaw.com.
FOR FURTHER INFORMATION CONTACT:
Barbara T. Heussler, Senior Counsel, or
Trace W. Rakestraw, Branch Chief, at
(202) 551–6825 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: For
Applicants’ representations, legal
analysis, and conditions, please refer to
Applicants’ fourth amended and
restated application, dated January 12,
2022, which may be obtained via the
Commission’s website by searching for
the file number at the top of this
document, or for an Applicant using the
Company name search field on the
SEC’s EDGAR system. The SEC’s
EDGAR system may be searched at
http://www.sec.gov/edgar/searchedgar/
legacy/companysearch.html. You may
also call the SEC’s Public Reference
Room at (202) 551–8090.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–04815 Filed 3–7–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–057, OMB Control No.
3235–0057]

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:
Regulation 14C (Commission Rules 14c–1
through 14c–7 and Schedule 14C)

PO 00000

Frm 00108

Fmt 4703

Sfmt 4703

13031

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘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.
Section 14(c) of the Securities
Exchange Act of 1934 (the ‘‘Exchange
Act’’) operates to require issuers that do
not solicit proxies or consents from any
or all of the holders of record of a class
of securities registered under Section 12
of the Exchange Act and in accordance
with the rules and regulations
prescribed under Section 14(a) in
connection with a meeting of security
holders (including action by consent) to
distribute to any holders that were not
solicited an information statement
substantially equivalent to the
information that would be required to
be transmitted if a proxy or consent
solicitation were made. Regulation 14C
(Exchange Act Rules 14c–1 through
14c–7 and Schedule 14C) (17 CFR
240.14c–1 through 240.14c–7 and
240.14c–101) sets forth the requirements
for the dissemination, content and filing
of the information statement. We
estimate that Schedule 14C takes
approximately 132.058 hours per
response and will be filed by
approximately 569 issuers annually. In
addition, we estimate that 75% of the
132.058 hours per response (99.044
hours) is prepared by the issuer for an
annual reporting burden of 56,356 hours
(99.044 hours per response × 569
responses).
Written comments are invited on: (a)
Whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) 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 by May 9, 2022.
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.

E:\FR\FM\08MRN1.SGM

08MRN1

13032

Federal Register / Vol. 87, No. 45 / Tuesday, March 8, 2022 / Notices

Please direct your written comment to
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected].
Dated: March 2, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–04802 Filed 3–7–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–258, OMB Control No.
3235–0268]

lotter on DSK11XQN23PROD with NOTICES1

Proposed Collection; Comment
Request; Extension: Rule 2a–7
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), 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 2a–7 (17 CFR 270.2a–7) under
the Investment Company Act of 1940
(15 U.S.C. 80a) (the ‘‘Act’’) governs
money market funds. Money market
funds are open-end management
investment companies that differ from
other open-end management investment
companies in that they seek to maintain
a stable price per share, usually $1.00.
The rule exempts money market funds
from the valuation requirements of the
Act, and, subject to certain risk-limiting
conditions, permits money market funds
to use the ‘‘amortized cost method’’ of
asset valuation or the ‘‘penny-rounding
method’’ of share pricing.
Rule 2a–7 also imposes certain
recordkeeping and reporting obligations
on money market funds. The board of
directors of a money market fund, in
supervising the fund’s operations, must
establish written procedures designed to
stabilize the fund’s net asset value
(‘‘NAV’’); establish written procedures
to test periodically the ability of the
fund to maintain a stable NAV based on
certain hypothetical events (‘‘stress
testing’’); review, revise, and approve
written procedures to stress test a fund’s
portfolio; and create a report to the fund

VerDate Sep<11>2014

17:25 Mar 07, 2022

Jkt 256001

board documenting the results of stress
testing. The board must also adopt
guidelines and procedures relating to
certain responsibilities it delegates to
the fund’s investment adviser. These
procedures and guidelines typically
address various aspects of the fund’s
operations. The fund must maintain and
preserve for six years a written copy of
both these procedures and guidelines.
The fund also must maintain and
preserve for six years a written record of
the board’s considerations and actions
taken in connection with the discharge
of its responsibilities, to be included in
the board’s minutes, including
determinations to impose any liquidity
fees or temporary suspension of
redemptions. In addition, the fund must
maintain and preserve for three years
written records of certain credit risk
analyses, evaluations with respect to
securities subject to demand features or
guarantees, evaluations with respect to
asset-backed securities not subject to
guarantees, and determinations with
respect to adjustable rate securities and
asset-backed securities. If the board
takes action with respect to defaulted
securities, events of insolvency, or
deviations in share price, the fund must
file with the Commission an exhibit to
Form N–CR describing the nature and
circumstances of the action. If any
portfolio security fails to meet certain
eligibility standards under the rule, the
fund also must identify those securities
in an exhibit to Form N–CR. After
certain events of default or insolvency
relating to a portfolio security, the fund
must notify the Commission of the event
and the actions the fund intends to take
in response to the situation.
A fund must also post certain periodic
information on the its website including
disclosure of portfolio holdings,
disclosure of daily and weekly liquid
assets and net shareholder flow,
disclosure of daily current NAV, and
disclosures of financial support received
by the fund, the imposition and removal
of liquidity fees, and the suspension and
resumption of fund redemptions. Lastly,
for funds that elect to be retail funds,
they must create written policies and
procedures reasonably designed to limit
all beneficial owners of the fund to
natural persons.
The recordkeeping requirements in
rule 2a–7 are designed to enable
Commission staff in its examinations of
money market funds to determine
compliance with the rule, as well as to
ensure that money market funds have
established procedures for collecting the
information necessary to make adequate
credit reviews of securities in their
portfolios. The reporting requirements
of rule 2a–7 are intended to assist

PO 00000

Frm 00109

Fmt 4703

Sfmt 4703

Commission staff in overseeing money
market funds and reduce the likelihood
that a fund is unable to maintain a
stable NAV.
Commission staff estimates that there
are 320 money market funds (80 fund
complexes), all of which are subject to
rule 2a–7. Commission staff further
estimates that there will be
approximately 10 new money market
funds established each year.
Commission staff estimates that rule 2a–
7 contains the following collection of
information requirements:
• Record of credit risk analyses, and
determinations regarding adjustable rate
securities, asset-backed securities, assetbacked securities not subject to
guarantees, securities subject to a
demand feature or guarantee, and
counterparties to repurchase
agreements. Commission staff estimates
a total annual hour burden for 320 funds
to be 260,440 hours.
• Establishment of written procedures
designed to stabilize NAV and
guidelines and procedures for board
delegation of authority. Commission
staff estimates a total annual hour
burden for 10 new money market funds
to be 155 hours.
• Board review of procedures and
guidelines of any investment adviser or
officers to whom the fund’s board has
delegated responsibility under rule 2a–
7 and amendment of such procedures
and guidelines. Commission staff
estimates a total annual hour burden for
80 funds to be 400 hours.
• Records of the board’s
determination for imposing any
liquidity fees or temporary suspension
of redemptions. Commission staff
estimates a total annual hour burden for
2 funds to be 14 hours.
• Records of the board’s
determinations and actions related to
failure of a security to meet certain
eligibility standards or an event of
default or insolvency. Commission staff
estimates a total annual hour burden for
20 funds to be 50 hours.
• Establishment of written procedures
to test periodically the ability of the
fund to maintain a stable NAV per share
based on certain hypothetical events
(‘‘stress testing’’). Commission staff
estimates a total annual hour burden for
10 new money market funds to be 220
hours.
• Review, revise, and approve written
procedures to stress test a fund’s
portfolio. Commission staff estimates a
total annual hour burden for 80 fund
complexes to be 960 hours.
• Reports to fund boards on the
results of stress testing. Commission
staff estimates a total annual hour

E:\FR\FM\08MRN1.SGM

08MRN1