
[Federal Register Volume 88, Number 200 (Wednesday, October 18, 2023)]
[Notices]
[Pages 71903-71904]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-22970]


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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\
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    \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.
    \3\ See 15 U.S.C. 80a-22(c) and 23(c). See also 17 CFR 270.22c-
1(a).
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    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

[[Page 71904]]

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.
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    \4\ See Good Faith Determinations of Fair Value, Investment 
Company Act Release No. 34128 (Dec. 7, 2020) (``Adopting Release'').
    \5\ Rule 2a-5(e)(4).
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    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.
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    \6\ Rule 2a-5(b).
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    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\
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    \7\ Rule 2a-5(b).
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    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: 
[email protected].

    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


