14728 Federal Register / Vol. 89, No. 40 / Wednesday, February 28, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3See Exchange Act Release No. 98977 (Nov. 17, 

2023), 88 FR 82482 (Nov. 24, 2023) (File No. SR– 

FINRA–2023–016) (‘‘Notice’’), https://

www.govinfo.gov/content/pkg/FR-2023-11-24/pdf/ 

2023-25881.pdf. 

4FINRA stated that ‘‘projections of performance 

reflect an estimate of the future performance of an 

investment or investment strategy, which is often 

based on historical data and assumptions.’’ Notice 

at 82482 n.3 (citing Investment Adviser Marketing, 

Investment Advisers Act Release No. 5653 (Dec. 22, 

2020), 86 FR 13024, 13081 n.699 (Mar. 5, 2021) and 

accompanying text). 

5FINRA stated that ‘‘targeted returns reflect the 

aspirational performance goals for an investment or 

investment strategy.’’ Notice at 82482 n.3 (citing 

Investment Adviser Marketing, Investment Advisers 

Act Release No. 5653 (Dec. 22, 2020), 86 FR 13024, 

13081 n.699 (Mar. 5, 2021) and accompanying text). 

6An ‘‘institutional communication’’ means ‘‘any 

written (including electronic) communication that 

is distributed or made available only to institutional 

investors, but does not include a member’s internal 

communications.’’ Rule 2210(a)(3). An 

‘‘institutional investor’’ means any: ‘‘(A) person 

described in Rule 4512(c), regardless of whether the 

person has an account with a member; (B) 

governmental entity or subdivision thereof; (C) 

employee benefit plan, or multiple employee 

benefit plans offered to employees of the same 

employer, that meet the requirements of Section 

403(b) or Section 457 of the Internal Revenue Code 

and in the aggregate have at least 100 participants, 

but does not include any participant of such plans; 

(D) qualified plan, as defined in Section 3(a)(12)(C) 

of the Exchange Act, or multiple qualified plans 

offered to employees of the same employer, that in 

the aggregate have at least 100 participants, but 

does not include any participant of such plans; (E) 

member or registered person of such a member; and 

(F) person acting solely on behalf of any such 

institutional investor.’’ FINRA Rule 2210(a)(4). 

FINRA Rule 4512(c) states that for purposes of Rule 

4512 (Customer Account Information), the term 

‘‘institutional account’’ means: a bank, savings and 

loan association, insurance company or registered 

investment company; an investment adviser 

registered either with the SEC under Section 203 of 

the Investment Advisers Act or with a state 

securities commission; or any other person 

(whether a natural person, corporation, partnership, 

trust or otherwise) with total assets of at least $50 

million. 

7Section 2(a)(51)(A) of the Investment Company 

Act (15 U.S.C. 80a–2(a)(51)(A)) defines the term 

‘‘qualified purchaser’’ as ‘‘(i) any natural person 

(including any person who holds a joint, 

community property, or other similar shared 

ownership interest in an issuer that is excepted 

under section 80a–3(c)(7) of [the Investment 

Company Act] with that person’s qualified 

purchaser spouse) who owns not less than 

$5,000,000 in investments, as defined by the 

Commission; (ii) any company that owns not less 

than $5,000,000 in investments and that is owned 

directly or indirectly by or for 2 or more natural 

persons who are related as siblings or spouse 

(including former spouses), or direct lineal 

descendants by birth or adoption, spouses of such 

persons, the estates of such persons, or foundations, 

charitable organizations, or trusts established by or 

for the benefit of such persons; (iii) any trust that 

is not covered by clause (ii) and that was not 

formed for the specific purpose of acquiring the 

securities offered, as to which the trustee or other 

person authorized to make decisions with respect 

to the trust, and each settlor or other person who 

has contributed assets to the trust, is a person 

described in clause (i), (ii), or (iv); or (iv) any 

person, acting for its own account or the accounts 

of other qualified purchasers, who in the aggregate 

owns and invests on a discretionary basis, not less 

than $25,000,000 in investments.’’ 15 U.S.C. 80a– 

2(a)(51)(A). 8See Notice. 

9 Id. 

10The comment letters are available at https://

www.sec.gov/comments/sr-finra-2023-016/ 

srfinra2023016.htm. 

11See letter from Meredith Cordisco, Associate 

General Counsel, Office of General Counsel, FINRA, 

to Craig Slivka, Division of Trading and Markets, 

Commission, dated January 5, 2024, https://

www.finra.org/sites/default/files/2024-01/SRFINRA-2023-016-extension1.pdf. 

12See letter from Meredith Cordisco, Associate 

General Counsel, Office of General Counsel, FINRA, 

to Vanessa Countryman, Secretary, Commission, 

dated February 22, 2024, https://www.sec.gov/ 

comments/sr-finra-2023-016/srfinra2023016.htm 

(‘‘FINRA Response Letter’’); see also Amendment 

No. 1 https://www.sec.gov/comments/sr-finra-2023- 

016/srfinra2023016-433139-1075042.pdf. 

13 15 U.S.C. 78s(b)(2)(B). 

14See FINRA Rule 2210. 

15FINRA Rule 2210(d)(1). 

16FINRA Rule 2210(d)(1)(F). 

17FINRA Rule 2210(d)(1)(F)(i)–(iii). 

18FINRA Rule 2210(d)(1)(F)(i). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99588; File No. SR–FINRA– 

2023–016] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Amendment No. 1 and Order Instituting 

Proceedings To Determine Whether To 

Approve or Disapprove a Proposed 

Rule Change, as Modified by 

Amendment No. 1, To Amend FINRA 

Rule 2210 (Communications With the 

Public) To Permit Projections of 

Performance of Investment Strategies 

or Single Securities in Institutional 

Communications 

February 22, 2024. 

I. Introduction 

On November 13, 2023, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) filed with the Securities and 

Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Exchange Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change (SR–FINRA–2023–016) to 

amend FINRA Rule 2210 

(Communications with the Public).3 The 

proposed rule change would allow a 

member firm to project the 

performance 4 of, or provide a targeted 

return 5 with respect to, a security or 

asset allocation or other investment 

strategy in an institutional 

communication 6 or a communication 

distributed solely to qualified 

purchasers (‘‘QPs’’) as defined in the 

Investment Company Act of 1940 

(‘‘Investment Company Act’’) 7 that 

promotes or recommends specified nonpublic offerings, subject to conditions to 

help ensure these projections are 

carefully derived from a sound basis.8

The proposed rule change was 

published for public comment in the 

Federal Register on November 24, 

2023.9 The public comment period 

closed on December 15, 2023. The 

Commission received comment letters 

in response to the Notice.10 On January 

5, 2024, FINRA consented to an 

extension of the time period in which 

the Commission must approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether to 

approve or disapprove the proposed 

rule change to February 22, 2024.11 On 

February 22, 2024, FINRA responded to 

the comment letters received in 

response to the Notice and filed an 

amendment to modify the proposed rule 

change (‘‘Amendment No. 1’’).12

The Commission is publishing this 

order pursuant to Section 19(b)(2)(B) of 

the Exchange Act 13 to solicit comments 

on the proposed rule change, as 

modified by Amendment No. 1, and to 

institute proceedings to determine 

whether to approve or disapprove the 

proposed rule change, as modified by 

Amendment No. 1 (hereinafter referred 

to as the ‘‘proposed rule change’’ unless 

otherwise specified). 

II. Description of the Proposed Rule 

Change, as Modified by Amendment 

No. 1 

A. Background 

1. FINRA Rule 2210 (Communications 

With the Public) 

FINRA Rule 2210 imposes obligations 

related to, among other things, the 

approval, review, recordkeeping, filing, 

and content of member firm 

communications with the public.14

Specifically, Rule 2210(d)(1) imposes 

six general standards for the content of 

a member firm’s communications with 

the public.15 Among these six standards 

is a general prohibition on predicting or 

projecting performance, implying that 

past performance will recur, or making 

any exaggerated or unwarranted claim, 

opinion, or forecast.16 However, this 

general prohibition does not apply to 

three types of communications.17 First, 

a member firm may provide ‘‘a 

hypothetical illustration of 

mathematical principles, provided that 

it does not predict or project the 

performance of an investment or 

investment strategy.’’ 18 Second, a 

member firm may publish ‘‘[a]n 

investment analysis tool, or a written 

report produced by an investment 

analysis tool, that meets the 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 40 / Wednesday, February 28, 2024 / Notices 14729 

19FINRA Rule 2210(d)(1)(F)(ii). An ‘‘investment 

analysis tool’’ is ‘‘an interactive technological tool 

that produces simulations and statistical analyses 

that present the likelihood of various investment 

outcomes if certain investments are made or certain 

investment strategies or styles are undertaken, 

thereby serving as an additional resource to 

investors in the evaluation of the potential risks and 

returns of investment choices.’’ FINRA Rule 

2214(b). 

20FINRA Rule 2210(d)(1)(F)(iii). 

21See FINRA Rule 2210(d)(1)(F). 

22Proposed Rule 2210(d)(1)(F)(iv); see Notice at 

82483. 

23A ‘‘member private offering’’ means ‘‘a private 

placement of unregistered securities issued by a 

member or a control entity.’’ Rule 5122(a)(1). 

24FINRA Rule 5122 (Private Placements of 

Securities Issued by Members) governs, among 

other things, the disclosure and filing requirements 

applicable to members that participate in a private 

placement of unregistered securities issued by a 

member or a control entity (‘‘member private 

offerings’’). Rule 5122(c)(1)(B) states that member 

private offerings sold solely to qualified 

institutional buyers, as defined in Rule 144a of the 

Securities Act of 1933 (‘‘Securities Act’’), are 

exempt from the requirements of Rule 5122. 

25FINRA Rule 5123 (Private Placement of 

Securities) governs, among other things, the filing 

requirements applicable to members that sell a 

security in a non-public offering in reliance on an 

available exemption from registration under the 

Securities Act (‘‘private placement’’). Rule 

5123(b)(1)(B) exempts from the requirements of this 

Rule 5213 offerings sold solely to qualified 

purchasers, as defined in Section 2(a)(51)(A) of the 

Investment Company Act. See supra note 7. 

26For purposes of the proposed rule change, the 

term ‘‘knowledgeable employee’’ generally means 

any natural person who is an executive officer, 

director, trustee, general partner, advisory board 

member, or person serving in similar capacity of a 

private fund that relies on Investment Company Act 

section 3(c)(7) to avoid registration under the 

Investment Company Act or certain of its affiliates, 

and other employees, under certain conditions, who 

participate in the investment activities of the fund 

or certain of the fund’s affiliates. See Investment 

Company Act Rule 3c–5 (17 CFR 270.3c–5(a)(4)). 

The ‘‘knowledgeable employee’’ definition in Rule 

3c–5 also refers to specified officers, directors, and 

employees of private funds relying on section 

3(c)(1) of the Investment Company Act. However, 

because Rules 5122 and 5123 do not exempt section 

3(c)(1) funds that are sold to natural person 

accredited investors, a private offering sold to a 

knowledgeable employee of a 3(c)(1) fund generally 

would not be eligible for the exemptions from those 

rules. See FINRA Response Letter at note 30. 

27See Notice at 82483; see also FINRA Response 

Letter at 6. 

28Proposed Rule 2210(d)(1)(F)(iv)(a). 

29Proposed Rule 2210(d)(1)(F)(iv)(b). 30Notice at 82484 n.22. 

31 Id. at 82484. 

32Proposed Rule 2210(d)(1)(F)(iv)(c). 

33Notice at 82484. 

34See Proposed Supplementary Material 

2210.01(a) (stating that no one factor is 

determinative). 

requirements of FINRA Rule 2214 

(Requirements for the Use of Investment 

Analysis Tools).’’ 19 Third, a member 

may communicate ‘‘[a] price target 

contained in a research report on debt 

or equity securities, provided that the 

price target has a reasonable basis, the 

report discloses the valuation methods 

used to determine the price target, and 

the price target is accompanied by 

disclosure concerning the risks that may 

impede achievement of the price 

target.’’ 20 Unless one of these three 

exceptions applies, no member firm 

may communicate projected 

performance or targeted return 

information to the public.21

B. The Proposed Rule Change, as 

Modified by Amendment No. 1 

The proposed rule change would 

create a fourth exception to the general 

prohibition on the communication of 

projected performance or targeted return 

information, subject to conditions 

designed to protect investors.22 Each 

condition of the proposed rule change is 

discussed in turn. 

1. Institutional and QP Private 

Placement Communications 

As originally proposed, the proposed 

rule change would permit the use of 

projected performance or targeted 

returns with respect to a security or 

asset allocation or other investment 

strategy only in (1) an institutional 

communication or (2) a communication 

that is distributed or made available 

only to QPs and that promotes or 

recommends either a ‘‘member private 

offering’’ 23 that is exempt from the 

requirements of Rule 5122 pursuant to 

Rule 5122(c)(1)(B),24 or a private 

placement that is exempt from the 

requirements of Rule 5123 pursuant to 

Rule 5123(b)(1)(B).25 Amendment No. 1 

modified proposed Rule 

2210(d)(1)(F)(iv)(a) to also permit 

member firms to include projections of 

performance and targeted returns in 

communications that are distributed or 

made available to persons meeting the 

definition of knowledgeable employee 

under Investment Company Act Rule 

3c–5 26 and that promote or recommend 

a private placement that is exempt from 

the requirements of Rule 5123 pursuant 

to Rule 5123(b)(1)(H). 

FINRA stated that the proposed rule 

change, as modified by Amendment No. 

1, would limit the scope of the new 

exception to specified scenarios 

involving institutional investors, QPs, or 

knowledgeable employees who are more 

likely to understand the risks and 

limitations of projections or targeted 

returns.27 Institutional investors, QPs, 

and knowledgeable employees as 

described above are referred to herein 

collectively as ‘‘Projection-Eligible 

Investors.’’ 28

2. Written Policies and Procedures 

The proposed rule change would 

require any member firm that 

communicates projected performance or 

targeted returns to Projection-Eligible 

Investors to ‘‘adopt[ ] and implement[ ] 

written policies and procedures 

reasonably designed to ensure that the 

communication is relevant to the likely 

financial situation and investment 

objectives of the investor receiving the 

communication and to ensure 

compliance with all applicable 

requirements and obligations.’’ 29

FINRA stated that ‘‘the mere fact that an 

investor would be interested in high 

returns’’ would not—standing alone— 

mean that the projected performance or 

targeted return information ‘‘is relevant 

to the likely financial situation and 

investment objectives.’’ 30 FINRA also 

stated that each member firm should 

consider its ‘‘audience’’ because 

projected performance or targeted return 

information ‘‘should only be distributed 

where the member reasonably believes 

the investors have access to resources to 

independently analyze this information 

or have the financial expertise to 

understand the risk and limitations of 

such presentations.’’ 31

3. Reasonable Basis Requirement 

The proposed rule change would 

require any member firm that 

communicates projected performance or 

targeted returns to Projection-Eligible 

Investors to have ‘‘a reasonable basis for 

the criteria used and assumptions made 

in calculating the projected performance 

or targeted return, and retain[ ] written 

records supporting the basis for such 

criteria and assumptions.’’ 32 Because 

‘‘FINRA believes that it is important for 

members to consider appropriate factors 

in forming a reasonable basis for the 

criteria used and assumptions made in 

calculating projected performance or 

targeted return,’’ 33 the proposed rule 

change would include a non-exhaustive 

list of factors that members should 

consider when meeting this 

obligation.34 These factors include, but 

are not limited to: (1) global, regional, 

and country macroeconomic conditions; 

(2) documented fact-based assumptions 

concerning the future performance of 

capital markets; (3) in the case of a 

single security issued by an operating 

company, the issuing company’s 

operating and financial history; (4) the 

industry’s and sector’s current market 

conditions and the state of the business 

cycle; (5) if available, reliable multifactor financial models based on 

macroeconomic, fundamental, 

quantitative, or statistical inputs, taking 

into account the assumptions and 

potential limitations of such models, 

including the source and time horizon 

of data inputs; (6) the quality of the 

assets included in a securitization; (7) 


ddrumheller on DSK120RN23PROD with NOTICES1
14730 Federal Register / Vol. 89, No. 40 / Wednesday, February 28, 2024 / Notices 

35Proposed Supplementary Material 2210.01(a). 

36Proposed Supplementary Material 2210.01(b). 

37Proposed Rule 2210(d)(1)(F)(iv)(d). 

38Proposed Rule 2210(d)(1)(F)(iv)(e). 

39Notice at 82485. 

40 Id. 

41 Id. 

42Proposed Rule 2210(d)(1)(F)(iv)(e). 

43Notice at 82485. 

44 15 U.S.C. 78s(b)(2)(B). 

45 Id. 

46Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Acts Amendments of 

1975, Public Law 94–29, 89 Stat. 97 (1975), grants 

the Commission flexibility to determine what type 

of proceeding—either oral or notice and 

opportunity for written comments—is appropriate 

for consideration of a particular proposal by a selfregulatory organization. See Securities Acts 

Amendments of 1975, Report of the Senate 

Committee on Banking, Housing and Urban Affairs 

to Accompany S. 249, S. Rep. No. 75, 94th Cong., 

1st Sess. 30 (1975). 

the appropriateness of selected peergroup comparisons; (8) the reliability of 

research sources; (9) the historical 

performance and performance volatility 

of the same or similar asset classes; (10) 

for managed accounts or funds, the past 

performance of other accounts or funds 

managed by the same investment 

adviser or sub-adviser, provided such 

accounts or funds had substantially 

similar investment objectives, policies, 

and strategies as the account or fund for 

which the projected performance or 

targeted returns are shown; (11) for 

fixed income investments and holdings, 

the average weighted duration and 

maturity; (12) the impact of fees, costs, 

and taxes; and (13) expected 

contribution and withdrawal rates by 

investors.35 The proposed rule change 

also would prohibit members from 

basing projected performance or a 

targeted return upon (1) hypothetical, 

back-tested performance or (2) the prior 

performance of a portfolio or model that 

was created solely for the purpose of 

establishing a track record.36

4. Disclosure Requirements 

The proposed rule change would 

impose three disclosure-related 

requirements. First, any communication 

of projected performance or targeted 

return information to a ProjectionEligible Investor must ‘‘prominently 

disclose[ ] that the projected 

performance or targeted return is 

hypothetical in nature and that there is 

no guarantee that the projected or 

targeted performance will be 

achieved.’’ 37

Second, the proposed rule change 

would require any member firm 

communicating projected performance 

or targeted return information to a 

Projection-Eligible Investor to 

‘‘provide[ ] sufficient information to 

enable the investor to understand . . . 

the criteria used and assumptions made 

in calculating the projected performance 

or targeted return, including whether 

the projected performance or targeted 

return is net of anticipated fees and 

expenses.’’ 38 FINRA explained that this 

requirement ‘‘is not intended to 

prescribe any particular methodology or 

calculation of such performance,’’ and it 

does not ‘‘expect a firm to disclose 

proprietary or confidential information 

regarding the firm’s methodology and 

criteria.’’ 39 But FINRA emphasized that 

firms ‘‘would be expected . . . to 

provide a general description of the 

methodology used sufficient to enable 

the investors to understand the basis of 

the methodology, as well the 

assumptions underlying the projection 

or targeted return.’’ 40 Absent these 

required disclosures, FINRA explained, 

‘‘it is more likely that a projection or 

targeted return would mislead a 

potential investor.’’ 41

Third, the proposed rule change 

would require any member firm 

communicating projected performance 

or targeted return information to a 

Projection-Eligible Investor to 

‘‘provide[ ] sufficient information to 

enable the investor to understand . . . 

the risks and limitations of using the 

projected performance or targeted return 

in making investment decisions, 

including reasons why the projected 

performance or targeted return might 

differ from actual performance.’’ 42

FINRA explained that this requirement 

‘‘is intended to help ensure that such 

investors do not unreasonably rely on a 

projection or targeted return given its 

uncertainty and risks.’’ 43

III. Proceedings To Determine Whether 

To Approve or Disapprove File No. SR– 

FINRA–2023–016 and Grounds for 

Disapproval Under Consideration 

The Commission is instituting 

proceedings pursuant to Section 

19(b)(2)(B) of the Exchange Act to 

determine whether the proposed rule 

change, as modified by Amendment No. 

1, should be approved or disapproved.44

Institution of proceedings is appropriate 

at this time in view of the legal and 

policy issues raised by the proposed 

rule change, as modified by Amendment 

No. 1. Institution of proceedings does 

not indicate that the Commission has 

reached any conclusions with respect to 

the proposed rule change, as modified 

by Amendment No. 1. 

Pursuant to Section 19(b)(2)(B) of the 

Exchange Act, the Commission is 

providing notice of the grounds for 

disapproval under consideration.45 The 

Commission is instituting proceedings 

to allow for additional analysis and 

input concerning whether the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with the Exchange 

Act and the rules thereunder. 

IV. Request for Written Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposed rule change, as modified by 

Amendment No. 1. In particular, the 

Commission invites the written views of 

interested persons concerning whether 

the proposed rule change, as modified 

by Amendment No. 1, is consistent with 

the Exchange Act and the rules 

thereunder. 

Although there do not appear to be 

any issues relevant to approval or 

disapproval that would be facilitated by 

an oral presentation of views, data, and 

arguments, the Commission will 

consider, pursuant to Rule 19b–4, any 

request for an opportunity to make an 

oral presentation.46

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposed rule change, as modified by 

Amendment No. 1, should be approved 

or disapproved by March 20, 2024. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by April 3, 2024. 

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– 

FINRA–2023–016 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–FINRA–2023–016. 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, as modified by Amendment No. 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 40 / Wednesday, February 28, 2024 / Notices 14731 

47 17 CFR 200.30–3(a)(12); 17 CFR 200.30– 

3(a)(57). 

1, that are filed with the Commission, 

and all written communications relating 

to the proposed rule change, as 

modified by Amendment No. 1, 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 such filing 

also will be available for inspection and 

copying at the principal office of 

FINRA. 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–FINRA–2023–016 and should be 

submitted on or before March 20, 2024. 

If comments are received, any rebuttal 

comments should be submitted on or 

before April 3, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.47

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2024–04072 Filed 2–27–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35143; 812–15527] 

Coller Secondaries Private Equity 

Opportunities Fund and Coller Private 

Market Secondaries Advisors, LLC 

February 22, 2024. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

sections 18(a)(2), 18(c) and 18(i) of the 

Act, under sections 6(c) and 23(c) of the 

Act for an exemption from rule 23c–3 

under the Act, and for an order pursuant 

to section 17(d) of the Act and rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end investment 

companies to issue multiple classes of 

shares and to impose asset-based 

distribution and/or service fees and 

early withdrawal charges. 

APPLICANTS: Coller Secondaries Private 

Equity Opportunities Fund and Coller 

Private Market Secondaries Advisors, 

LLC. 

FILING DATES: The application was filed 

on November 27, 2023, and amended on 

February 5, 2024. 

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 March 18, 2024, 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. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Richard Jason Elmhirst, Coller 

Secondaries Private Equity 

Opportunities Fund, cc-compliance@

collercapital.com, with a copy to Rajib 

Chanda, Esq., Simpson Thacher & 

Bartlett LLP, rajib.chanda@stblaw.com, 

and Nathan Somogie, Esq., Simpson 

Thacher & Bartlett LLP, 

nathan.somogie@stblaw.com. 

FOR FURTHER INFORMATION CONTACT: 

Trace W. Rakestraw, Senior Special 

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 February 

5, 2024, 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/ 

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. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–04051 Filed 2–27–24; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 12334] 

30-Day Notice of Proposed Information 

Collection: DS–157, Petition for Special 

Immigrant Classification for Afghan 

Special Immigrant Visa (SIV) 

Applicants 

ACTION: Notice of request for public 

comment and submission to OMB of 

proposed collection of information. 

SUMMARY: The Department of State has 

submitted the information collection 

described below to the Office of 

Management and Budget (OMB) for 

approval. In accordance with the 

Paperwork Reduction Act of 1995, we 

are requesting comments on this 

collection from all interested 

individuals and organizations. The 

purpose of this Notice is to allow 30 

days for public comment. 

DATES: Submit comments up to March 

29, 2024. 

ADDRESSES: Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to www.reginfo.gov/public/do/ 

PRAMain. Find this information 

collection by selecting ‘‘Currently under 

30-day Review—Open for Public 

Comments’’ or by using the search 

function. 

SUPPLEMENTARY INFORMATION: 

• Title of Information Collection: DS– 

157, Petition for Special Immigrant 

Classification for Afghan SIV Applicant. 

• OMB Control Number: 1405–0134. 

• Type of Request: Extension of a 

Currently Approved Collection. 

• Originating Office: CA/VO. 

• Form Number: DS–157. 

• Respondents: Afghan Special 

Immigrant Visa (SIV) applicants. 

• Estimated Number of Respondents: 

15,000. 

• Estimated Number of Responses: 

15,000. 

• Average Time per Response: 1 hour. 

• Total Estimated Burden Time: 

15,000 hours. 

• Frequency: Once per application. 

• Obligation to Respond: Required to 

Obtain or Retain a Benefit. 

The Visa Office is soliciting public 

comments to permit the Department to: 


ddrumheller on DSK120RN23PROD with NOTICES1