Federal Register / Vol. 88, No. 200 / Wednesday, October 18, 2023 / Notices 71903 

38For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 39 17 CFR 200.30–3(a)(12) and (a)(59). 

1 15 U.S.C. 80a–1 et seq. 

2 15 U.S.C. 80a–2(a)(41). See also 17 CFR 270.2a– 

4. 

3See 15 U.S.C. 80a–22(c) and 23(c). See also 17 

CFR 270.22c–1(a). 

waiver request, the Exchange states that 

the proposal will further the interests of 

investors and the public by making 

available a risk functionality by which 

Members (and each Member’s Users) 

can manage their risk on the Exchange’s 

options platform, MEMX Options. These 

risk settings will allow each User to 

configure a risk profile applicable to 

their risk tolerance and as necessary in 

the context of their overall risk 

management program, which the 

Exchange believes will assist in 

maintaining the Exchange as a fair and 

orderly market that better serves the 

interest of investors. Additionally, as 

discussed above, the proposed changes 

will not impose any significant or 

undue burden on competition because 

Options Members can decide how they 

wish to utilize the risk settings offered 

in the context of their overall risk 

mitigation strategy. 

Further, the Exchange launched 

MEMX Options on September 27, 2023. 

Waiver of the 30-day operative delay 

would allow the Exchange to implement 

the proposed change to offer the 

proposed risk settings immediately, 

which would benefit Members and 

investors by enabling the Exchange to 

provide additional functionality for 

Options Members to manage their risk. 

The Exchange states that these controls 

are designed to protect investors and the 

public interest because the proposed 

risk mitigation functionality will aid 

Members in minimizing their financial 

exposure and reducing the potential for 

market-disrupting events. For these 

reasons, and because the proposal does 

not raise any new or novel issues that 

have not been previously considered by 

the Commission, the Commission 

believes that waiver of the operative 

delay is consistent with the protection 

of investors and the public interest. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposal operative upon 

filing.38

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: (i) necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

MEMX–2023–28 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–MEMX–2023–28. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–MEMX–2023–28 and should be 

submitted on or before November 8, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–22925 Filed 10–17–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–XXX, OMB Control No. 

3235–0779] 

Proposed Collection; Comment 

Request; Extension: Rule 2a–5 

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. 3501–3520), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collections of information 

summarized below. The Commission 

plans to submit the existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Section 2(a)(41) of the Investment 

Company Act of 1940 (‘‘Investment 

Company Act’’) 1 requires funds to value 

their portfolio investments using the 

market value of their portfolio securities 

when market quotations for those 

securities are ‘‘readily available,’’ and, 

when a market quotation for a portfolio 

security is not readily available, by 

using the fair value of that security, as 

determined in good faith by the fund’s 

board.2 The aggregate value of a fund’s 

investments is the primary determinant 

of the fund’s net asset value (‘‘NAV’’), 

which for many funds determines the 

price at which their shares are offered 

and redeemed (or repurchased).3

Rule 2a–5 provides requirements for 

determining in good faith the fair value 

of the investments of a registered 

investment company or companies that 

have elected to be treated as business 

development companies under the 

Investment Company Act (‘‘BDCs’’ and, 

collectively, ‘‘funds’’) for purposes of 

section 2(a)(41) of the Investment 

Company Act and rule 2a–4 


ddrumheller on DSK120RN23PROD with NOTICES1
71904 Federal Register / Vol. 88, No. 200 / Wednesday, October 18, 2023 / Notices 

4See Good Faith Determinations of Fair Value, 

Investment Company Act Release No. 34128 (Dec. 

7, 2020) (‘‘Adopting Release’’). 

5Rule 2a–5(e)(4). 

6Rule 2a–5(b). 7Rule 2a–5(b). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

thereunder.4 Under the rule, fair value 

as determined in good faith requires 

assessing and managing material risks 

associated with fair value 

determinations; selecting, applying, and 

testing fair value methodologies; and 

overseeing and evaluating any pricing 

services used. The rule also permits a 

fund’s board to designate a ‘‘valuation 

designee’’ to perform fair value 

determinations. The valuation designee 

can be the adviser of the fund or an 

officer of an internally managed fund.5

When a board designates the 

performance of determinations of fair 

value to a valuation designee for some 

or all of the fund’s investments under 

the rule, the rule requires the board to 

oversee the valuation designee’s 

performance of fair value 

determinations. 

To facilitate the board’s oversight, the 

rule also includes certain reporting and 

other requirements in the case of 

designation to a valuation designee.6 As 

relevant here, the rule requires, if the 

board designates performance of fair 

value determinations to a valuation 

designee, that the valuation designee 

report to the board in both periodic and 

as needed reports on a per-fund basis. 

Specifically, on a periodic basis, the 

valuation designee must provide to the 

board: 

• Quarterly Reports. At least 

quarterly, in writing, (1) any reports or 

materials requested by the board related 

to the fair value of designated 

investments or the valuation designee’s 

process for fair valuing fund 

investments and (2) a summary or 

description of material fair value 

matters that occurred in the prior 

quarter. This summary or description 

must include (1) any material changes 

in the assessment and management of 

valuation risks, including any material 

changes in conflicts of interest of the 

valuation designee (and any other 

service provider), (2) any material 

changes to, or material deviations from, 

the fair value methodologies, and (3) 

any material changes to the valuation 

designee’s process for selecting and 

overseeing pricing services, as well as 

any material events related to the 

valuation designee’s oversight of pricing 

services. 

• Annual Reports. At least annually, 

in writing, an assessment of the 

adequacy and effectiveness of the 

valuation designee’s process for 

determining the fair value of the 

designated portfolio of investments. At 

a minimum, this annual report must 

include a summary of the results of the 

testing of fair value methodologies 

required under the rule and an 

assessment of the adequacy of resources 

allocated to the process for determining 

the fair value of designated investments, 

including any material changes to the 

roles or functions of the persons 

responsible for determining fair value. 

Further, the rule requires the 

valuation designee to provide a written 

notification to the board of the 

occurrence of matters that materially 

affect the fair value of the designated 

portfolio of investments (defined as 

‘‘material matters’’) within a time period 

determined by the board, but in no 

event later than five business days after 

the valuation designee becomes aware 

of the material matter. Material matters 

in this instance include, as examples, a 

significant deficiency or material 

weakness in the design or effectiveness 

of the valuation designee’s fair value 

determination process or of material 

errors in the calculation of net asset 

value. The valuation designee must also 

provide such timely follow-on reports as 

the board may reasonably determine are 

appropriate.7

The Commission staff estimates that 

9,800 funds are subject to rule 2a–5. The 

internal annual burden estimate is 34 

hours for a fund. Based on these 

estimates, the total annual burden hours 

associated with the rule is estimated to 

be 333,200 hours. The estimated burden 

hours associated with rule 2a–5 have 

increased by 15,810 hours from the 

current allocation of 317,390 hours. The 

external cost associated with this 

collection of information is 

approximately $3,674 per fund, and the 

total annual external cost burden is 

$36,005,200. The estimated external 

cost has increased by $6,319,900 from 

the current estimate of $29,685,300. 

These increases are due to an increase 

in the estimated number of affected 

entities, as well as in the estimated 

hourly burden and the external cost 

associated with the information 

collection requirements. 

The estimate of average burden hours 

is made solely for purposes of the 

Paperwork Reduction Act and is not 

derived from a comprehensive or even 

a representative survey or study of the 

cost of Commission rules. The 

collection of information required by 

rule 2a–5 is necessary to obtain the 

benefits of the rule. Other information 

provided to the Commission in 

connection with staff examinations or 

investigations is kept confidential 

subject to the provisions of applicable 

law. If information collected pursuant to 

rule 2a–5 is reviewed by the 

Commission’s examination staff, it is 

accorded the same level of 

confidentiality accorded to other 

responses provided to the Commission 

in the context of its examination and 

oversight program. 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of 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 

by December 18, 2023. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

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_

Mailbox@sec.gov. 

Dated: October 13, 2023. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–22970 Filed 10–17–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98728; File No. SR– 

EMERALD–2023–28] 

Self-Regulatory Organizations; MIAX 

Emerald, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fee 

Schedule Related to the Options 

Regulatory Fee 

October 12, 2023. 

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 October 

5, 2023, MIAX Emerald, LLC (‘‘MIAX 

Emerald’’ or ‘‘Exchange’’) filed with the 


ddrumheller on DSK120RN23PROD with NOTICES1