Proposed Collection; Comment Request; Extension: Rule 17a-10, 22524-22525 [2025-09481]

Download as PDF 22524 Federal Register / Vol. 90, No. 101 / Wednesday, May 28, 2025 / Notices Persons who wish to be notified of a hearing may request notification by emailing the Commission’s Secretary at Secretarys-Office@sec.gov. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: David B. Golub, GC Advisors LLC, legal@golubcapital.com; and Anne G. Oberndorf, Esq., Eversheds Sutherland (US) LLP, anneoberndorf@evershedssutherland.us. FOR FURTHER INFORMATION CONTACT: Adam Large, Senior Special Counsel, Laura Solomon, Senior Counsel, or Daniele Marchesani, Assistant Chief Counsel, 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’ application, dated April 29, 2025, 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 https://www.sec.gov/edgar/searchedgar/ companysearch.html. You may also call the SEC’s Office of Investor Education and Advocacy at (202) 551–8090. For the Commission, by the Division of Investment Management, under delegated authority. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–09577 Filed 5–27–25; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 35607; File No. 812–15771] FOR FURTHER INFORMATION CONTACT: Variant Alternative Income Fund, et al. May 22, 2025. Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’). ACTION: Notice. khammond on DSK9W7S144PROD with NOTICES 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. SUMMARY OF APPLICATION: Applicants request an order to permit certain business development companies (‘‘BDCs’’) and closed-end management investment companies to co-invest in VerDate Sep<11>2014 16:10 May 27, 2025 Jkt 265001 portfolio companies with each other and with certain affiliated investment entities. APPLICANTS: Variant Alternative Income Fund, Variant Impact Fund, Variant Alternative Lending Fund, Variant Investments, LLC, and certain of their wholly-owned subsidiaries as described in Schedule A to the application. FILING DATES: The application was filed on April 30, 2025. 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 SEC’s Secretary at Secretarys-Office@sec.gov 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 June 16, 2025, and should be accompanied by proof of service on the 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 at Secretarys-Office@sec.gov. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: Joshua B. Deringer, Esq., joshua.deringer@faegredrinker.com; Curtis Fintel, operations@ variantinvestments.com. Adam Large, Senior Special Counsel, Deepak T. Pai, Senior Counsel, or Daniele Marchesani, Assistant Chief Counsel, 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’ application, filed April 30, 2025, 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 https://www.sec.gov/edgar/searchedgar/ companysearch.html. You may also call the SEC’s Office of Investor Education and Advocacy at (202) 551–8090. PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 For the Commission, by the Division of Investment Management, under delegated authority. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–09574 Filed 5–27–25; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [OMB Control No. 3235–0563] Proposed Collection; Comment Request; Extension: Rule 17a–10 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.) (‘‘PRA’’) the Securities and Exchange Commission (the ‘‘Commission’’) is soliciting comments on the collections of information summarized below. The Commission plans to submit these existing collections of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. Section 17(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) (the ‘‘Act’’), generally prohibits affiliated persons of a registered investment company (‘‘fund’’) from borrowing money or other property from, or selling or buying securities or other property to or from, the fund or any company that the fund controls.1 Section 2(a)(3) of the Act defines ‘‘affiliated person’’ of a fund to include its investment advisers.2 Rule 17a–10 (17 CFR 270.17a–10) permits (i) a subadviser 3 of a fund to enter into transactions with funds the subadviser does not advise but that are affiliated persons of a fund that it does advise (e.g., other funds in the fund complex), and (ii) a subadviser (and its affiliated persons) to enter into transactions and arrangements with funds the subadviser does advise, but only with respect to discrete portions of the subadvised fund for which the subadviser does not provide investment advice. To qualify for the exemptions in rule 17a–10, the subadvisory relationship must be the sole reason why section 17(a) prohibits the transaction. In addition, the advisory contracts of the subadviser entering into the transaction, and any subadviser that is advising the 1 15 U.S.C. 80a–17(a). U.S.C. 80a–2(a)(3)(E). 3 As defined in rule 17a–10(b)(2). 17 CFR 270.17a–10(b)(2). 2 15 E:\FR\FM\28MYN1.SGM 28MYN1 Federal Register / Vol. 90, No. 101 / Wednesday, May 28, 2025 / Notices purchasing portion of the fund, must prohibit the subadvisers from consulting with each other concerning securities transactions of the fund, and limit their responsibility to providing advice with respect to discrete portions of the fund’s portfolio.4 This requirement regarding the prohibitions and limitations in advisory contracts of subadvisers relying on the rule constitutes a collection of information under the PRA.5 The staff assumes that all existing funds with subadvisory contracts amended those contracts to comply with the adoption of rule 17a–10 in 2003, which conditioned certain exemptions upon these contractual alterations, and therefore there is no continuing burden for those funds.6 However, the staff assumes that all newly formed subadvised funds, and funds that enter into new contracts with subadvisers, will incur the one-time burden by amending their contracts to add the terms required by the rule. Based on an analysis of fund filings, the staff estimates that approximately 49 funds enter into new subadvisory agreements each year.7 Based on discussions with industry representatives, the staff estimates that it will require approximately 3 attorney hours to draft and execute additional clauses in new subadvisory contracts in order for funds and subadvisers to be able to rely on the exemptions in rule 17a–10. Because these additional clauses are identical to the clauses that a fund would need to insert in their subadvisory contracts to rely on rules 10f–3 (17 CFR 270.10f–3), 12d3–1 (17 CFR 270.12d3–1), and 17e–1 (17 CFR 270.17e–1), and because we believe that funds that use one such rule generally use all of these rules, we apportion this 3 hour time burden equally among all four rules. Therefore, we estimate that the burden allocated to rule 17a–10 for this contract change would be 0.75 hours.8 Assuming that all 49 funds that enter into new subadvisory contracts each year make the modification to their contract required by the rule, we estimate that the rule’s contract modification requirement will result in 37 burden hours annually, with an associated cost of approximately $18,907.9 The estimate of average burden hours is made solely for the purposes of the PRA. The estimate is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules. Complying with this collection of information requirement is necessary to obtain the benefit of relying on rule 17a–10. Responses 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 OMB Control Number. Written comments are invited on: (a) whether this 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. Please direct your written comments to Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg, 100 F Street NE, Washington, DC 20549 and send it by email to PaperworkReductionAct@sec.gov by July 28, 2025. Dated: May 21, 2025. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–09481 Filed 5–27–25; 8:45 am] BILLING CODE 8011–01–P khammond on DSK9W7S144PROD with NOTICES 4 17 CFR 270.17a–10(a)(2). 5 44 U.S.C. 3501. 6 Transactions of Investment Companies With Portfolio and Subadviser Affiliates, Investment Company Act Release No. 25888 (Jan. 14, 2003) [68 FR 3153, (Jan. 22, 2003)]; we assume that funds formed after 2003 that intended to rely on rule 17a– 10 would have included the required provision as a standard element in their initial subadvisory contracts. 7 Based on filings by registrants on Form N–1A and Form N–2 on Form N–CEN through March 14, 2025, there are 12,928 registered funds (open-end funds, closed-end funds, and exchange-traded funds), 5,272 funds of which have subadvisory relationships (approximately 41%); 49 new funds registered on Form N–1A or Form N–2 were established in 2024 by registrants with subadvisory relationships. VerDate Sep<11>2014 16:10 May 27, 2025 Jkt 265001 8 This estimate is based on the following calculation: (3 hours ÷ 4 rules = 0.75 hours). 9 These estimates are based on the following calculations: (0.75 hours × 49 funds = 37 burden hours); ($511 per hour × 37 hours = $18,907 total cost); the Commission’s estimates concerning the wage rates for attorney time are based on salary information for the securities industry compiled by the Securities Industry and Financial Markets Association; the estimated wage figure is based on published rates for in-house attorneys, modified to account for a 1,800-hour work-year and inflation, and adjusted to account for bonuses, firm size, employee benefits, and overhead, yielding an effective hourly rate of $511; see Securities Industry and Financial Markets Association, Report on Management & Professional Earnings in the Securities Industry 2013. PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 22525 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–103095; File No. SR– NASDAQ–2025–038] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Permit In-Kind Creations and Redemptions by the iShares Ethereum Trust and Amend Certain Other Representations Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares) May 21, 2025. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on May 9, 2025, The Nasdaq Stock Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to update certain representations made in the proposed rule change previously filed with and approved by the Commission relating to the shares of the iShares Ethereum Trust (the ‘‘Trust’’), specifically to add the Additional Ether Custodian (as defined below), to allow for ‘‘in-kind’’ transfers of the Trust’s ether, and to amend the Trust’s name. Shares of the Trust (‘‘Shares’’) are currently listed and traded on the Exchange under Nasdaq Rule 5711(d). The text of the proposed rule change is available on the Exchange’s website at https://listingcenter.nasdaq.com/ rulebook/nasdaq/rulefilings, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. E:\FR\FM\28MYN1.SGM 28MYN1

Agencies

[Federal Register Volume 90, Number 101 (Wednesday, May 28, 2025)]
[Notices]
[Pages 22524-22525]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-09481]


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SECURITIES AND EXCHANGE COMMISSION

[OMB Control No. 3235-0563]


Proposed Collection; Comment Request; Extension: Rule 17a-10

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.) (``PRA'') the Securities and Exchange 
Commission (the ``Commission'') is soliciting comments on the 
collections of information summarized below. The Commission plans to 
submit these existing collections of information to the Office of 
Management and Budget (``OMB'') for extension and approval.
    Section 17(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-
1 et seq.) (the ``Act''), generally prohibits affiliated persons of a 
registered investment company (``fund'') from borrowing money or other 
property from, or selling or buying securities or other property to or 
from, the fund or any company that the fund controls.\1\ Section 
2(a)(3) of the Act defines ``affiliated person'' of a fund to include 
its investment advisers.\2\ Rule 17a-10 (17 CFR 270.17a-10) permits (i) 
a subadviser \3\ of a fund to enter into transactions with funds the 
subadviser does not advise but that are affiliated persons of a fund 
that it does advise (e.g., other funds in the fund complex), and (ii) a 
subadviser (and its affiliated persons) to enter into transactions and 
arrangements with funds the subadviser does advise, but only with 
respect to discrete portions of the subadvised fund for which the 
subadviser does not provide investment advice.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 80a-17(a).
    \2\ 15 U.S.C. 80a-2(a)(3)(E).
    \3\ As defined in rule 17a-10(b)(2). 17 CFR 270.17a-10(b)(2).
---------------------------------------------------------------------------

    To qualify for the exemptions in rule 17a-10, the subadvisory 
relationship must be the sole reason why section 17(a) prohibits the 
transaction. In addition, the advisory contracts of the subadviser 
entering into the transaction, and any subadviser that is advising the

[[Page 22525]]

purchasing portion of the fund, must prohibit the subadvisers from 
consulting with each other concerning securities transactions of the 
fund, and limit their responsibility to providing advice with respect 
to discrete portions of the fund's portfolio.\4\ This requirement 
regarding the prohibitions and limitations in advisory contracts of 
subadvisers relying on the rule constitutes a collection of information 
under the PRA.\5\
---------------------------------------------------------------------------

    \4\ 17 CFR 270.17a-10(a)(2).
    \5\ 44 U.S.C. 3501.
---------------------------------------------------------------------------

    The staff assumes that all existing funds with subadvisory 
contracts amended those contracts to comply with the adoption of rule 
17a-10 in 2003, which conditioned certain exemptions upon these 
contractual alterations, and therefore there is no continuing burden 
for those funds.\6\ However, the staff assumes that all newly formed 
subadvised funds, and funds that enter into new contracts with 
subadvisers, will incur the one-time burden by amending their contracts 
to add the terms required by the rule.
---------------------------------------------------------------------------

    \6\ Transactions of Investment Companies With Portfolio and 
Subadviser Affiliates, Investment Company Act Release No. 25888 
(Jan. 14, 2003) [68 FR 3153, (Jan. 22, 2003)]; we assume that funds 
formed after 2003 that intended to rely on rule 17a-10 would have 
included the required provision as a standard element in their 
initial subadvisory contracts.
---------------------------------------------------------------------------

    Based on an analysis of fund filings, the staff estimates that 
approximately 49 funds enter into new subadvisory agreements each 
year.\7\ Based on discussions with industry representatives, the staff 
estimates that it will require approximately 3 attorney hours to draft 
and execute additional clauses in new subadvisory contracts in order 
for funds and subadvisers to be able to rely on the exemptions in rule 
17a-10. Because these additional clauses are identical to the clauses 
that a fund would need to insert in their subadvisory contracts to rely 
on rules 10f-3 (17 CFR 270.10f-3), 12d3-1 (17 CFR 270.12d3-1), and 17e-
1 (17 CFR 270.17e-1), and because we believe that funds that use one 
such rule generally use all of these rules, we apportion this 3 hour 
time burden equally among all four rules. Therefore, we estimate that 
the burden allocated to rule 17a-10 for this contract change would be 
0.75 hours.\8\ Assuming that all 49 funds that enter into new 
subadvisory contracts each year make the modification to their contract 
required by the rule, we estimate that the rule's contract modification 
requirement will result in 37 burden hours annually, with an associated 
cost of approximately $18,907.\9\
---------------------------------------------------------------------------

    \7\ Based on filings by registrants on Form N-1A and Form N-2 on 
Form N-CEN through March 14, 2025, there are 12,928 registered funds 
(open-end funds, closed-end funds, and exchange-traded funds), 5,272 
funds of which have subadvisory relationships (approximately 41%); 
49 new funds registered on Form N-1A or Form N-2 were established in 
2024 by registrants with subadvisory relationships.
    \8\ This estimate is based on the following calculation: (3 
hours / 4 rules = 0.75 hours).
    \9\ These estimates are based on the following calculations: 
(0.75 hours x 49 funds = 37 burden hours); ($511 per hour x 37 hours 
= $18,907 total cost); the Commission's estimates concerning the 
wage rates for attorney time are based on salary information for the 
securities industry compiled by the Securities Industry and 
Financial Markets Association; the estimated wage figure is based on 
published rates for in-house attorneys, modified to account for a 
1,800-hour work-year and inflation, and adjusted to account for 
bonuses, firm size, employee benefits, and overhead, yielding an 
effective hourly rate of $511; see Securities Industry and Financial 
Markets Association, Report on Management & Professional Earnings in 
the Securities Industry 2013.
---------------------------------------------------------------------------

    The estimate of average burden hours is made solely for the 
purposes of the PRA. The estimate is not derived from a comprehensive 
or even a representative survey or study of the costs of Commission 
rules. Complying with this collection of information requirement is 
necessary to obtain the benefit of relying on rule 17a-10. Responses 
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 OMB Control Number.
    Written comments are invited on: (a) whether this 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.
    Please direct your written comments to Austin Gerig, Director/Chief 
Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg, 
100 F Street NE, Washington, DC 20549 and send it by email to 
[email protected] by July 28, 2025.

    Dated: May 21, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-09481 Filed 5-27-25; 8:45 am]
BILLING CODE 8011-01-P
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