8666 Federal Register / Vol. 86, No. 24 / Monday, February 8, 2021 / Notices 

18 17 CFR 200.30–3(a)(12). 

1Based 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. 

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] 

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. 

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 

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 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 24 / Monday, February 8, 2021 / Notices 8667 

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. 

3All 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. 

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_

Mailbox@sec.gov. 

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. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

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. 

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 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 SecretarysOffice@sec.gov 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: 

Secretarys-Office@sec.gov. Applicants: 

Mr. Paul Fehre, pfehre@muzinich.com. 

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. 

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 

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 


jbell on DSKJLSW7X2PROD with NOTICES