Federal Register 60-Day Notice

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Federal Register / Vol. 90, No. 44 / Friday, March 7, 2025 / Notices

manipulative acts and practices’’ and
‘‘to protect investors and the public
interest.’’ 21
The Commission asks that
commenters address the sufficiency of
the Exchange’s statements in support of
the proposal, which are set forth in the
Notice, in addition to any other
comments they may wish to submit
about the proposed rule change. In
particular, the Commission seeks
comment on whether the proposal to list
and trade Shares of the Trust, which
would hold BTC, ETH, SOL, XRP, ADA,
AVAX, LINK, BCH, DOT, UNI and/or
potentially other digital assets, is
designed to prevent fraudulent and
manipulative acts and practices or raises
any new or novel concerns not
previously contemplated by the
Commission.
IV. Procedure: 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
proposal. In particular, the Commission
invites the written views of interested
persons concerning whether the
proposal is consistent with Section
6(b)(5) or any other provision of the Act,
and the rules and regulations
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.22
Interested persons are invited to
submit written data, views, and
arguments regarding whether the
proposed rule change should be
approved or disapproved by March 28,
2025. Any person who wishes to file a
rebuttal to any other person’s
submission must file that rebuttal by
April 11, 2025.
Comments may be submitted by any
of the following methods:

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21 15

U.S.C. 78f(b)(5).
19(b)(2) of the Act, as amended by the
Securities Acts Amendments of 1975, Public Law
94–29 (June 4, 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 self-regulatory
organization. See Securities Acts Amendments of
1975, Senate Comm. on Banking, Housing & Urban
Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30
(1975).
22 Section

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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–
NYSEARCA–2024–98 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–NYSEARCA–2024–98. 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–NYSEARCA–2024–98 and should be
submitted on or before March 28, 2025.
Rebuttal comments should be submitted
by April 11, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–03663 Filed 3–6–25; 8:45 am]
BILLING CODE 8011–01–P
23 17

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CFR 200.30–3(a)(57).

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SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0224]

Proposed Collection; Comment
Request; Extension: Rule 17j–1
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. 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.
Conflicts of interest between
investment company personnel (such as
portfolio managers) and their funds can
arise when these persons buy and sell
securities for their own accounts
(‘‘personal investment activities’’).
These conflicts arise because fund
personnel have the opportunity to profit
from information about fund
transactions, often to the detriment of
fund investors. Section 17(j) of the
Investment Company Act of 1940 (the
‘‘Investment Company Act’’) (15 U.S.C.
80a–17(j)) makes it unlawful for persons
affiliated with a registered investment
company (‘‘fund’’) or with the fund’s
investment adviser or principal
underwriter (each a ‘‘17j–1
organization’’), in connection with the
purchase or sale of securities held or to
be acquired by the investment company,
to engage in any fraudulent, deceptive,
or manipulative act or practice in
contravention of the Commission’s rules
and regulations. Section 17(j) also
authorizes the Commission to
promulgate rules requiring 17j–1
organizations to adopt codes of ethics.
In order to implement section 17(j),
rule 17j–1 imposes certain requirements
on 17j–1 organizations and ‘‘Access
Persons’’ 1 of those organizations. The
1 Rule 17j–1(a)(1) defines an ‘‘access person’’ as
‘‘Any Advisory Person of a Fund or of a Fund’s
investment adviser; if an investment adviser’s
primary business is advising Funds or other
advisory clients, all of the investment adviser’s
directors, officers, and general partners are
presumed to be Access Persons of any Fund advised
by the investment adviser; All of a Fund’s directors,
officers, and general partners are presumed to be
Access Persons of the Fund.’’; the definition of
Access Person also includes ‘‘Any director, officer
or general partner of a principal underwriter who,
in the ordinary course of business, makes,
participates in or obtains information regarding, the
purchase or sale of Covered Securities by the Fund

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Federal Register / Vol. 90, No. 44 / Friday, March 7, 2025 / Notices

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rule prohibits fraudulent, deceptive or
manipulative acts by persons affiliated
with a 17j–1 organization in connection
with their personal securities
transactions in securities held or to be
acquired by the fund. The rule requires
each 17j–1 organization, unless it is a
money market fund or a fund that does
not invest in Covered Securities,2 to: (i)
adopt a written codes of ethics, (ii)
submit the code and any material
changes to the code, along with a
certification that it has adopted
procedures reasonably necessary to
prevent Access Persons from violating
the code of ethics, to the fund board for
approval, (iii) use reasonable diligence
and institute procedures reasonably
necessary to prevent violations of the
code, (iv) submit a written report to the
fund describing any issues arising under
the code and procedures and certifying
that the 17j–1 entity has adopted
procedures reasonably necessary to
prevent Access Persons form violating
the code, (v) identify Access Persons
and notify them of their reporting
obligations, and (vi) maintain and make
available to the Commission for review
certain records related to the code of
ethics and transaction reporting by
Access Persons.
The rule requires each Access Person
of a fund (other than a money market
fund or a fund that does not invest in
Covered Securities) and of an
investment adviser or principal
underwriter of the fund, who is not
subject to an exception,3 to file: (i)
for which the principal underwriter acts, or whose
functions or duties in the ordinary course of
business relate to the making of any
recommendation to the Fund regarding the
purchase or sale of Covered Securities.’’ Rule 17j–
1(a)(1).
2 A ‘‘Covered Security’’ is any security that falls
within the definition in section 2(a)(36) of the Act,
except for direct obligations of the U.S.
Government, bankers’ acceptances, bank certificates
of deposit, commercial paper and high quality
short-term debt instruments, including repurchase
agreements, and shares issued by open-end funds.
Rule 17j–1(a)(4).
3 Rule 17j–1(d)(2) contains the following
exceptions: (i) an Access Person need not file a
report for transactions effected for, and securities
held in, any account over which the Access Person
does not have control; (ii) an independent director
of the fund, who would otherwise be required to
report solely by reason of being a fund director and
who does not have information with respect to the
fund’s transactions in a particular security, does not
have to file an initial holdings report or a quarterly
transaction report; (iii) an Access Person of a
principal underwriter of the fund does not have to
file reports if the principal underwriter is not
affiliated with the fund (unless the fund is a unit
investment trust) or any investment adviser of the
fund and the principal underwriter of the fund does
not have any officer, director, or general partner
who serves in one of those capacities for the fund
or any investment adviser of the fund; (iv) an
Access Person to an investment adviser need not
make quarterly reports if the report would duplicate

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within 10 days of becoming an Access
Person, a dated initial holdings report
that sets forth certain information with
respect to the Access Person’s securities
and accounts; (ii) dated quarterly
transaction reports within 30 days of the
end of each calendar quarter providing
certain information with respect to any
securities transactions during the
quarter and any account established by
the Access Person in which any
securities were held during the quarter;
and (iii) dated annual holding reports
providing information with respect to
each Covered Security the Access
Person beneficially owns and accounts
in which securities are held for his or
her benefit. In addition, rule 17j–1
requires investment personnel of a fund
or its investment adviser, before
acquiring beneficial ownership in
securities through an initial public
offering (IPO) or in a private placement,
to obtain approval from the fund or the
fund’s investment adviser.
The requirements that the
management of a rule 17j–1 organization
provide the fund’s board with new and
amended codes of ethics and an annual
issues and certification report are
intended to enhance board oversight of
personal investment policies applicable
to the fund and the personal investment
activities of Access Persons. The
requirements that Access Persons
provide initial holdings reports,
quarterly transaction reports, and
annual holdings reports and request
approval for purchases of securities
through IPOs and private placements
are intended to help fund compliance
personnel and the Commission’s
examinations staff monitor potential
conflicts of interest and detect
potentially abusive activities. The
requirement that each rule 17j–1
organization maintain certain records is
intended to assist the organization and
the Commission’s examinations staff in
determining if there have been
violations of rule 17j–1.
We estimate that annually there are
approximately 84,567 respondents
under rule 17j–1, of which 14,567 are
rule 17j–1 organizations and 70,000 are
Access Persons. In the aggregate, these
respondents make approximately
109,344 responses annually. We
estimate that the total annual burden of
information provided under the reporting
provisions of the Investment Adviser’s Act of 1940;
(v) an Access Person need not make quarterly
transaction reports if the information provided in
the report would duplicate information received by
the 17j–1 organization in the form of broker trade
confirmations or account statements or information
otherwise in the records of the 17j–1 organization;
and (vi) an Access Person need not make quarterly
transaction reports with respect to transactions
effected pursuant to an Automatic Investment Plan.

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11561

complying with the information
collection requirements in rule 17j–1 is
approximately 428,708 hours. This hour
burden represents time spent by Access
Persons that must file initial and annual
holdings reports and quarterly
transaction reports, investment
personnel that must obtain approval
before acquiring beneficial ownership in
any securities through an IPO or private
placement, and the responsibilities of
rule 17j–1 organizations arising from
information collection requirements
under rule 17j–1. These include
notifying Access Persons of their
reporting obligations, preparing an
annual rule 17j–1 report and
certification for the board, documenting
their approval or rejection of IPO and
private placement requests, maintaining
annual rule 17j–1 records, maintaining
electronic reporting and recordkeeping
systems, amending their codes of ethics
as necessary, and, for new fund
complexes, adopting a code of ethics.
We estimate that there is an annual
cost burden of approximately $5,000 per
fund complex, for a total of $4,675,000
associated with complying with the
information collection requirements in
rule 17j–1. This represents the costs of
purchasing and maintaining computers
and software to assist funds in carrying
out rule 17j–1 recordkeeping.
These burden hour and cost estimates
are based upon the Commission staff’s
experience and discussions with the
fund industry. The estimates of average
burden hours and costs 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 the
costs of Commission rules.
Compliance with the collection of
information requirements of the rule is
necessary to obtain the benefit of relying
on the rule.
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.
Consideration will be given to

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11562

Federal Register / Vol. 90, No. 44 / Friday, March 7, 2025 / Notices

comments and suggestions submitted in
writing within 60 days of this
publication by May 6, 2025.
Please direct your written comment to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg, 100
F Street NE, Washington, DC 20549 or
send an email to:
PaperworkReductionAct@sec.gov.
Dated: March 3, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–03649 Filed 3–6–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0327]

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Submission for OMB Review;
Comment Request; Extension: Form
SE
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
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) this request for extension of
the previously approved collection of
information discussed below.
Form SE (17 CFR 239.64, 17 CFR
249.444, 17 CFR 269.8, 17 CFR 274.403)
is used by filers on the Commission’s
Electronic Data Gathering Analysis and
Retrieval system (‘‘EDGAR’’), to submit
any paper document relating to an
otherwise electronic filing and must
accompany exhibits filed in paper
pursuant to a hardship exemption, as
provided in Rule 311 of Regulation S–
T (17 CFR 232.311). The information
contained in Form SE is used by the
Commission to identify paper copies of
exhibits. Form SE is filed by
individuals, companies or other entities
that are required to file documents
electronically. Approximately 2.7 filers
file Form SE each year and it takes an
estimated 0.10 hours per response for a
total annual burden of 0.27 hours (0.10
hours per response × 2.7 responses). For
administrative convenience, we are
estimating an annual burden of 1 hour
(as the nearest whole number above
zero).
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information

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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.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202412-3235-026
or send an email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice by April
7, 2025.
Dated: March 4, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–03720 Filed 3–6–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
Investment Company Act Release No.
35487; File No. 812–15629
TCW Direct Lending VII LLC, et al.
March 3, 2025.

Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’).
ACTION: Notice.
AGENCY:

Notice of application for an order
under sections 12(d)(1)(J), 57(c), 57(i)
and 60 of Investment Company Act of
1940 (the ‘‘Act’’) and rule 17d–1 under
the Act to permit certain joint
transactions otherwise prohibited by
sections 12(d)(1)(A), 12(d)(1)(C),
57(a)(1), 57(a)(2) and 57(a)(4) of the Act
and rule 17d–1 under the Act.
SUMMARY OF APPLICATION: Applicants
seek an order to permit the Company (i)
to conduct an exchange offer pursuant
to which investors in the Company
(‘‘Unitholders’’), including certain
directors and officers of the Company
and employees of TCW LLC, an affiliate
of TAMCO, (collectively, the ‘‘TCW
Directors, Officers and Employees’’),
may elect to exchange all or a portion
of their units in the Company (‘‘Units’’)
for an equivalent number of shares
(‘‘Shares’’) in the Extension Fund (each
such Unitholder, an ‘‘Electing

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Unitholder’’), and (ii) to transfer to the
Extension Fund a pro rata portion of the
Company’s assets and liabilities,
including a pro rata portion of each of
the Company’s portfolio investments, in
proportion to the percentage of Units
tendered and accepted for exchange.
APPLICANTS: TCW Direct Lending VII
LLC (the ‘‘Company’’), TCW Specialty
Lending Evergreen Fund LLC (the
‘‘Extension Fund’’), and TCW Asset
Management Company LLC
(‘‘TAMCO’’).
FILING DATES: The application was filed
on September 16, 2024, and amended
on January 15, 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 Commission’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 28, 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: Andrew Bowden, Esq.,
Executive Vice President and General
Counsel, The TCW Group, Inc.: 515
South Flower Street, Los Angeles,
California 90071.
FOR FURTHER INFORMATION CONTACT:
Toyin Momoh, Senior Counsel, or
Thomas Ahmadifar, Branch Chief, 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’ amended and restated
application, dated January 15, 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

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