30 Day Notice

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices
Fund VIII, and on May 6, 2024, made a
final distribution to its shareholders
based on net asset value. Expenses of
$607,659 incurred in connection with
the reorganization were paid by the
applicant.
Filing Date: The application was filed
on August 5, 2024.
Applicant’s Address: 120 East Liberty
Drive, Suite 400, Wheaton, Illinois
60187.
Hatteras Lower Middle Market Buyouts
Fund [File No. 811–23827]
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. Applicant has
never made a public offering of its
securities and does not propose to make
a public offering or engage in business
of any kind.
Filing Date: The application was filed
on July 30, 2024.
Applicant’s Address: 8510 Colonnade
Center Drive, Suite 150, Raleigh, North
Carolina 27615.
Tailwind Endowment Alternatives
Fund [File No. 811–23804]
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. Applicant has
never made a public offering of its
securities and does not propose to make
a public offering or engage in business
of any kind.
Filing Date: The application was filed
on July 30, 2024.
Applicant’s Address: 8510 Colonnade
Center Drive, Suite 150, Raleigh, North
Carolina 27615.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–19978 Filed 9–4–24; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION

khammond on DSKJM1Z7X2PROD with NOTICES

[SEC File No. 270–526, OMB Control No.
3235–0584]

Submission for OMB Review;
Comment Request; Extension: Rule
12d1–1

1 See

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

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22:19 Sep 04, 2024

Jkt 262001

(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission (the
‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
An investment company (‘‘fund’’) is
generally limited in the amount of
securities the fund (‘‘acquiring fund’’)
can acquire from another fund
(‘‘acquired fund’’). Section 12(d) of the
Investment Company Act of 1940 (the
‘‘Investment Company Act’’ or ‘‘Act’’) 1
provides that a registered fund (and
companies it controls) cannot:
• acquire more than three percent of
another fund’s securities;
• invest more than five percent of its
own assets in another fund; or
• invest more than ten percent of its
own assets in other funds in the
aggregate.2
In addition, a registered open-end
fund, its principal underwriter, and any
registered broker or dealer cannot sell
that fund’s shares to another fund if, as
a result:
• the acquiring fund (and any
companies it controls) owns more than
three percent of the acquired fund’s
stock; or
• all acquiring funds (and companies
they control) in the aggregate own more
than ten percent of the acquired fund’s
stock.3
Rule 12d1–1 under the Act provides
an exemption from these limitations for
‘‘cash sweep’’ arrangements in which a
fund invests all or a portion of its
available cash in a money market fund
rather than directly in short-term
instruments.4 An acquiring fund relying
on the exemption may not pay a sales
load, distribution fee, or service fee on
acquired fund shares, or if it does, the
acquiring fund’s investment adviser
must waive a sufficient amount of its
advisory fee to offset the cost of the
loads or distribution fees.5 The acquired
fund may be a fund in the same fund
complex or in a different fund complex.
In addition to providing an exemption
from section 12(d)(1) of the Act, the rule
provides exemptions from section 17(a)
of the Act and rule 17d–1 thereunder,
which restrict a fund’s ability to enter
into transactions and joint arrangements
with affiliated persons.6 These
15 U.S.C. 80a.
15 U.S.C. 80a–12(d)(1)(A). If an acquiring
fund is not registered, these limitations apply only
with respect to the acquiring fund’s acquisition of
registered funds.
3 See 15 U.S.C. 80a–12(d)(1)(B).
4 See 17 CFR 270.12d1–1.
5 See rule 12d1–1(b)(1).
6 See 15 U.S.C. 80a–17(a), 15 U.S.C. 80a–17(d); 17
CFR 270.17d–1.
2 See

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72445

provisions would otherwise prohibit an
acquiring fund from investing in a
money market fund in the same fund
complex,7 and prohibit a fund that
acquires five percent or more of the
securities of a money market fund in
another fund complex from making any
additional investments in the money
market fund.8
The rule also permits a registered
fund to rely on the exemption to invest
in an unregistered money market fund
that limits its investments to those in
which a registered money market fund
may invest under rule 2a–7 under the
Act, and undertakes to comply with all
the other provisions of rule 2a–7.9 In
addition, the acquiring fund must
reasonably believe that the unregistered
money market fund (i) operates in
compliance with rule 2a–7, (ii) complies
with sections 17(a), (d), (e), 18, and
22(e) of the Act 10 as if it were a
registered open-end fund, (iii) has
adopted procedures designed to ensure
that it complies with these statutory
provisions, (iv) maintains the records
required by rules 31a–1(b)(1), 31a–
1(b)(2)(ii), 31a–1(b)(2)(iv), and 31a–
1(b)(9); 11 and (v) preserves
permanently, the first two years in an
easily accessible place, all books and
records required to be made under these
rules.
Rule 2a–7 contains certain collection
of information requirements. An
unregistered money market fund that
complies with rule 2a–7 would be
subject to these collection of
information requirements. In addition,
the recordkeeping requirements under
rule 31a–1 with which the acquiring
7 An affiliated person of a fund includes any
person directly or indirectly controlling, controlled
by, or under common control with such other
person; see 15 U.S.C. 80a–2(a)(3) (definition of
‘‘affiliated person’’); most funds today are organized
by an investment adviser that advises or provides
administrative services to other funds in the same
complex; funds in a fund complex are generally
under common control of an investment adviser or
other person exercising a controlling influence over
the management or policies of the funds; see 15
U.S.C. 80a–2(a)(9) (definition of ‘‘control’’); not all
advisers control funds they advise; the
determination of whether a fund is under the
control of its adviser, officers, or directors depends
on all the relevant facts and circumstances; see
Investment Company Mergers, Investment
Company Act Release No. 25259 (Nov. 8, 2001) [66
FR 57602 (Nov. 15, 2001)], at n.11; to the extent that
an acquiring fund in a fund complex is under
common control with a money market fund in the
same complex, the funds would rely on the rule’s
exemptions from section 17(a) and rule 17d–1.
8 See 15 U.S.C. 80a–2(a)(3)(A), (B).
9 See 17 CFR 270.2a–7.
10 See 15 U.S.C. 80a–17(a), 15 U.S.C. 80a–17(d),
15 U.S.C. 80a–17(e), 15 U.S.C. 80a–18, 15 U.S.C.
80a–22(e).
11 See 17 CFR 270.31a–1(b)(1), 17 CFR 270.31a–
1(b)(2)(ii), 17 CFR 270.31a–1(b)(2) (iv), 17 CFR
270.31a–1(b)(9).

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05SEN1

72446

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

fund reasonably believes the
unregistered money market fund
complies are collections of information
for the unregistered money market fund.
The adoption of procedures by
unregistered money market funds to
ensure that they comply with sections
17(a), (d), (e), 18, and 22(e) of the Act
also constitute collections of
information. By allowing funds to invest
in registered and unregistered money
market funds, rule 12d1–1 is intended
to provide funds greater options for cash
management. In order for a registered
fund to rely on the exemption to invest
in an unregistered money market fund,
the unregistered money market fund
must comply with certain collection of
information requirements for registered

money market funds. These
requirements are intended to ensure that
the unregistered money market fund has
established procedures for collecting the
information necessary to make adequate
credit reviews of securities in its
portfolio, as well as other recordkeeping
requirements that will assist the
acquiring fund in overseeing the
unregistered money market fund (and
Commission staff in its examination of
the unregistered money market fund’s
adviser).
The number of unregistered money
market funds that are affected by rule
12d1–1 is an estimate based on the
number of private liquidity funds
reported on Form PF as of the third
calendar quarter 2023.12 We use the

estimated burdens for registered money
market funds to extrapolate the
information collection burdens for
unregistered money market funds under
rule 12d1–1.13 The estimated average
burden hours in this collection of
information are made solely for
purposes of the Paperwork Reduction
Act and are not derived from a
quantitative, comprehensive or even
representative survey or study of the
burdens associated with Commission
rules and forms. Based on the estimated
burden of information collection for rule
2a–7 and Form PF filings, the estimated
burden of information collection for rule
12d1–1 is set forth in Table 2 below.
BILLING CODE 8011–01–P

85 responses annually per
33 liquidity funds 15

khammond on DSKJM1Z7X2PROD with NOTICES

Total

2,805 estimated
responses per liquidity
fund annuall

12 See the U.S. Securities and Exchange
Commission’s Division of Investment
Management—Analytics Office Private Funds
Statistics, Third Calendar Quarter (March 31, 2024)
available at https://www.sec.gov/files/investment/
2023q3-private-funds-statistics-20240331accessible.pdf.

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680 burden hours of
professional (business
analyst or portfolio
manager) time per liquidity
fund x 33 liquidity funds

[$276 per hour
(intermediate business
analyst)
+ $396 per hour (senior
portfolio manager) =
$672] + 2 =
$336 median weighted
average per hour

680 X 33 =
22,440 estimated burden
hours

$336 x 22,440 hours =
$7,539,840 estimated
cost burden

13 See Securities and Exchange Commission,
Request for OMB Approval of Extension for
Approved Collection for Rule 2a–7 under the
Investment Company Act of 1940 (OMB Control No.
3235–0268) (approved May 28, 2019, August 3,
2022) (the ‘‘2022 rule 2a–7 PRA extension’’),
available at https://www.reginfo.gov/public/do/

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PRAViewICR?ref_nbr=202109-3235-024; the 2022
rule 2a–7 PRA extension is the most recent rule 2a–
7 submission that includes certain estimates with
respect to aggregate annual hour and cost burdens
for collections of information for registered money
market funds.

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Rule 12dl-1 information collection burden estimates for unregistered money market funds

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

72447

E.~ti~u1ted Burel~~ II~uis ·•.· ·. Esi@~t~lnt~inalS~
. Bnrden:t4 ·•
weekly liquid assets, net
sha.rebolder flow, daily
current NAV, financial
support received by the
fund, the imposition and
removal of liquidity
fees, and. the. suspension
and resumption of fund
redem tions

Disclosure of Portfolio
Holdings Information

Disclosure of Portfolio
Holdings Information

Disclosure of Portfolio
Holdings Information

12 months x 33 liquidity
funds = 396 responses
per year

[12 hours (one hour per
monthly filing) to update
the website to include the
disclosure of portfolio
holdings information x 33
liquidity funds= 396 hours
per year]
+
[24 hours of webmaster
time for an estimated 1
new liquidity fund 16 each
year to initially develop a
webpage and provide
monthly disclosure for the
initial year= 24 one-time
burden hours]

396 hours (for 33
liquidity funds) x $299
(per hour for a
webmaster) = $118,404
(for recurring internal
burden labor costs) +
24 hours for 1 new
liquidity fund x $299 (per
hour for a webmaster) =
$7,176
$125,580 total aggregate
annual one-time and
recurring labor burdens
for disclosure of portfolio
holdings

VerDate Sep<11>2014

22:19 Sep 04, 2024

Disclosure of Daily and
Weekly Liquid Assets and
Net Shareholder Flow

Disclosure of Daily and
Weekly Liquid Assets and
Net Shareholder Flow

Disclosure of Daily and
Weekly Liquid Assets and
Net Shareholder Flow

252 business days x 33
liquidity funds= 8,316
res onses er ear

[36 hours ongoing annual
burden x 33 liquidity funds
= 1,188 hours er ear

[31.5 hours x $371
(blended rate for a senior
s stems anal st $342

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05SEN1

EN05SE24.003

khammond on DSKJM1Z7X2PROD with NOTICES

= 420 aggregate annual
one-time and recurring
burden hours for the
disclosure of portfolio
holdings

72448

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

+
[70 hours for each new
liquidity fund x 1 new fund
= 70 one-time hours]

= t,258 aggregate annual
recurring and one-time
burden hours for disclosure
of daily and weekly liquid
assets and shareholder flow

and senior programmer
($399) = $11,687 (per
liquidity fund)]
+
[4.5 hours x $406
(blended rate for
compliance manager
($372) and a compliance
attorney ($440)) =
$1,827]

$13,514 (per fund to
update the depiction of
daily and weekly liquid
assets and the liquidity
fund's net inflow or
outflow on the liquidity
fund's website each
business day during that
year)
x 33 liquidity funds

$472,632 aggregate
annual recurring and onetime cost burdens for
disclosure of daily and
weekly liquid assets and
shareholder flow
Disclosure o Dail

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Disclosure of Dailv

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Disclosure o Dail'

05SEN1

EN05SE24.004

khammond on DSKJM1Z7X2PROD with NOTICES

$445,962 recurring
aggregate annual cost
burdens for the disclosure
of daily and weekly liquid
assets and weekly liquid
assets and the fund's net
inflow or outflow on the
liquidity fund's website
each business day during
the year
+
[(20 hours x $406
(blended rate for
compliance manager
($372) and a compliance
attorney ($440)) = $8,120
+ (50 hours x $371
(blended rate for a senior
systems analyst ($342)
and senior programmer
($399)) = $18,550] =
$26,670 (internal labor
cost burden for each new
fund)]

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

CurrentNAV

CurrentNAV

CurrentNAV

252 business days x 33
liquidity funds = 8,316
responses per year

[32 hours (sr. systems
analyst/sr. programmer) x
33 liquidity funds= 1,056
hours per yearl
+
[70 one-time burden hours
for each new liquidity fund
x 1 new liquidity fund = 70
one-time burden hours]

32 hours x $371 (blended
rate for a senior systems
analyst ($342) and senior
programmer ($399) =
$11,872 (annual ongoing
internal labor cost burden
per fund) x 33 funds =
$391,776 ongoing annual
cost burdens
+
[(20 hours x $406
(blended rate for
compliance manager
($372) and a compliance
attorney ($440)) = $8, I 20
+ (50 hours x $371
(blended rate for a senior
systems analyst ($342)
and senior programmer
($399) = $18,550)] =
$26,670 (internal labor
cost burden for each new
fund)]
x 1 new fund= $26,670
(total one-time cost
burden)

1,126 aggregate annual
recurring and one-time
burden hours for disclosure
of daily current NA V

72449

khammond on DSKJM1Z7X2PROD with NOTICES

TOTAL

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22:19 Sep 04, 2024

Jkt 262001

Disclosure ofFinancial
Support Received by the
Fund, and Imposition and
Removal ofliquidity
Fees, and the Suspension
and Resumption of Fund
Redemptions

Disclosure ofFinancial
Support Received by the
Fund, and Imposition and
Removal ofliquidity Fees,
and the Suspension and
Resumption of Fund
Redemptions

Disclosure ofFinancial
Support Received by the
Fund, and Imposition and
Removal of liquidity
Fees, and the Suspension
and Resumption of Fund
Redemptions

Not applicable

Not applicable

Not applicable

Total Estimated Burden
Hours Relating to
Website Disclosure

Total Estimated Burden
Hours Relating to Website
Disclosure

Total Estimated Burden
Hours Relating to
Website Disclosure

396 + 8,316 + 8,316 =
16,928 estimated
res onses

420 + 1,258 + 1,126 =
2,804 estimated burden
hours

$125,580 + $472,632 +
$418,446 =
$1,016,658 estimated
cost burden

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E:\FR\FM\05SEN1.SGM

05SEN1

EN05SE24.005

$418,446 aggregate
annual recurring and onetime cost burdens

72450

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

deleg
'9ihie( rule 2aamendment of

ptotedures an.
uideUru~S11
I response annually for
each of 8 funds 18

TOTAL

8 estimated responses

1 hour (board time)+ 4
hours (compliance and
professional legal time) = 5
hours

[I hour x $5,672 ( board
time)= $5,672] + [4 x
$406 (blended rate for
compliance manager
($372) and a compliance
attorney ($440)) =
$1,624] = $7,296 (cost
per fund)

5 hours x 8 res onses =
40 estimated burden
hours

$7,296 x 8 res onses =
$58,368 estimated cost
burden

1 hour of board time + 5
hours of senior portfolio
manager time
+ 3 hours of risk
management specialist
time + 3 hours of
professional legal time =
12 hours

1 hour x $5,672 (board
time)= $5,672

Revi~w1revise, 1til
,ppr11ve w~itten
J)J"OCtldll.
••

afunp's.
I response annually for
each of33 fund
complexes 19

5 x $396 (Sr. portfolio
manager)= $1,980
3 x $240 (risk
management specialist)=
$720
3 x $500 (attorney)=
$1,500
$5,672 + $1,980 + $720 +
$1,500 = $9,872 per
liquidity fund complex

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22:19 Sep 04, 2024

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E:\FR\FM\05SEN1.SGM

$9,872 x 33 res onses =

05SEN1

EN05SE24.006

khammond on DSKJM1Z7X2PROD with NOTICES

12 hours x 33 res onses =

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

5 responses annually for
each of33 fund
complexes

5 hours senior portfolio
manager time
+ 2 hours compliance
manager time
+ 2 hours professional
legal time
+ 1 hour 2aralegal time
10 hours per response

72451

5 x $396 (sr. portfolio
manager)= $1,980
2 x $372 (compliance
manager)= $744
2 x $500 (attorney)=
$1,000
1 x $262 (paralegal) =
$262
$1,980 + $744 + $1,000 +
$262 = $3,986 per
response

TOTAL

5 responses x 33 fund
com !exes=
165 estimated responses

$3,986 x 165 res onses =
$657,690 estimated cost
burden

3 hours board time + 8
hours professional legal
time + 7 hours risk
management specialist
time + 4 hours senior risk
management time = 22
hours

3 hours x $5,672 (board
time)= $17,016
8 hours x $500 (attorney)
= $4,000
7 hours x $240 (risk
management specialist)=
$1,680
4 hours x $430 (sr. risk
management specialist)=
$1,720

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22:19 Sep 04, 2024

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05SEN1

EN05SE24.007

khammond on DSKJM1Z7X2PROD with NOTICES

1 response annually for 1
new liquidity fund

10 hours x 165 res onse =
1,650 estimated burden
hours

72452

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

$17,016 + $4,000 +
$1,680 + $1,720 =
$24,416 (per response)

TOTAL

1 estimated response

1 response annually for 1
new liquidity fund

22 hours x I res onse =
22 estimated burden
hours

$24,416 x 1 res onse =
$24,416 estimated cost
burden

0.5 hours board time+ 7.2
hours professional legal
time+ 7.8 hours paralegal
time = 15.5 hours

0.5 hours x $5,672 (board
time)= $2,836
7.2 hours x $500
(attorney)= $3,600
7.8 hours x $262
(paralegal) = $2,044
$2,836 + $3,600 +
$2,044 = $8,480 (per
response)

TOTAL

1 estimated response

2 liquidity funds per year

15.5 hours x I res onse
15.5 estimated burden
hours

$8,480 x 1 res onse =
$8,480 estimated cost
burden

4 hours attorney + 2 hours
of board time + 1 hours of
fund's_compliance attorney
= 7 hours per liquidity
fund

4 hours x $500 (attorney)
= $2,000
2 hours x $5,672 ( board
time)= $11,344
1 x $440 (compliance
attorney)= $440

TOTAL

VerDate Sep<11>2014

22:19 Sep 04, 2024

2 estimated responses

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7 hours x 2 funds =
14 estimated hours
burden

Sfmt 4725

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$13,784 x 2 liquidity
funds=
$27,568 estimated costs
burden

05SEN1

EN05SE24.008

khammond on DSKJM1Z7X2PROD with NOTICES

$2,000 + $11,344 + $440
= $13,784 per liquidity
fund

Federal Register / Vol. 89, No. 172 / Thursday, September 5, 2024 / Notices

2 responses annually for
2 liquidity funds 25

.5 hours (professional legal
time)

.5 hours x $500 (attorney)
= $250

Total

4 estimated responses

.5 hours x 4 res onses
2 estimated burden hours

$250 x 4 estimated
res onses =
$1,000 estimated cost
burden

TOTAL ESTIMATED
BURDEN OF
INFORMATION
COLLECTION FOR
RULE 12dl-1

19,947 estimated
responses annually

27,384 estimated burden
hours annually

$9,659, 796estimated
cost burden annually

14 The cost burdens shown in this chart for
professional personnel are based on SIFMA’s
Management & Professional Earnings in the
Securities Industry 2013, modified for 2024 by the
Commission staff to account for an 1800-hour workyear and inflation, and multiplied by 5.35 to
account for bonuses, firm size, employee benefits
and overhead and the cost burdens for clerical
personnel are based on SIFMA’s Office Salaries in
the Securities Industry 2013, modified for 2024 by
Commission staff to account for an 1800-hour workyear and inflation, and multiplied by 2.93 to
account for bonuses, firm size, employee benefits
and overhead; however, SIFMA data does not
include a board of directors; for board time,
Commission staff currently uses a cost of $5672 per
hour, which was last adjusted for inflation in
December 2024; this estimate assumes an average of
nine board members per year.
15 The number of liquidity funds is based on the
following: 68 × the percentage of liquidity funds
that are at least partially in compliance with the
risk-limiting provisions of rule 2a–7, or 100¥52) =
48%; the result (rounded up to a whole number) is
33 liquidity funds (68 * 0.48 = 33); the number of
liquidity funds and percentage of funds that are at

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22:19 Sep 04, 2024

Jkt 262001

least partially compliant with the risk-limiting
provisions of rule 2a–7 is based on the U.S.
Securities and Exchange Commission’s Division of
Investment Management—Analytics Office Private
Funds Statistics, Third Calendar Quarter 2023
(March 31, 2024) available at https://www.sec.gov/
files/investment/2023q3-private-funds-statistics20240331-accessible.pdf.
16 The number of new unregistered money market
funds is estimated from 2021–2023 historical Form
PF filings by liquidity fund advisers; see Securities
and Exchange Commission’s Division of Investment
Management—Analytics Office Private Funds
Statistics, Third Calendar Quarter 2023 (March 31,
2024) available at https://www.sec.gov/files/
investment/2023q3-private-funds-statistics20240331-accessible.pdf.
17 We recognize that in many cases the adviser to
an unregistered money market fund typically
performs the function of the fund’s board; Money
Market Fund Reform; Amendments to Form PF
Investment Company Act Rel. No. 31166 (Jul. 23,
2014), 79 FR 47735, 47809 (Aug. 14, 2014).
18 For purposes of this PRA extension, we
assumed that on average 25% (33 funds × .25 =
approximately 8 funds) of liquidity funds would
review and update their procedures on annual
basis.

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Commission staff estimates that in
addition to the internal costs described
19 This number has been derived from the number
of advisers to liquidity funds; see U.S. Securities
and Exchange Commission, Division of Investment
Management, Analytics Office, Private Fund
Statistics, Third Quarter 2023 (March 31, 2024),
Table 2.
20 See supra note 25.
21 There are no liquidity funds of this type;
liquidity funds only are offered to qualified
investors.
22 See supra note 25.
23 Id.
24 Id.
25 In the context of registered money market
funds, we have previously estimated an average of
approximately 2 occurrences for 20 funds each year;
however, this number may vary significantly in any
particular year; for purposes of this PRA extension,
we assumed there would be same proportion of
unregistered money market funds experiencing
events of default or solvency each year. (20/320
registered money market funds = approximately
5%. 5% × 33 liquidity funds = approximately 2
liquidity funds).

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in the table above, unregistered money
market funds also will incur external
costs to preserve records, as required
under rule 2a–7. These costs will vary
significantly for individual funds,
depending on the amount of assets
under fund management and whether
the fund preserves its records in a
storage facility in hard copy or has
developed and maintains a computer
system to create and preserve
compliance records. In the 2022 rule
2a–7 PRA extension, Commission staff
estimated that the amount an individual
money market fund may spend ranges
from $100 per year to $300,000. We
have no reason to believe the range is
different for unregistered money market
funds. Based on Form PF data as of the
third calendar quarter 2023, liquidity
funds have $361 billion in gross asset
value.26 The Commission does not have
specific information about the
proportion of assets held in small,
medium-sized, or large unregistered
money market funds. Because liquidity
funds are often used as cash
management vehicles, the staff estimates
that each private liquidity fund is a
‘‘large’’ fund (i.e., more than $1 billion
in assets under management). Based on
a cost of $0.0000009 per dollar of assets
under management (for large funds),27
the staff estimates compliance with the
record storage requirements of rule 2a–
7 for these unregistered money market
funds costs approximately $324,900
annually.28
Consistent with estimates made in the
rule 2a–7 submission, Commission staff
estimates that unregistered money
market funds also incur capital costs to
create computer programs for
maintaining and preserving compliance
records for rule 2a–7 of $0.0000132 per
dollar of assets under management.
Based on the assets under management
figures described above, staff estimates
annual capital costs for all unregistered
money market funds of $4.76 million.29
Commission staff further estimates
that, even absent the requirements of
rule 2a–7, money market funds would
spend at least half of the amounts
26 See U.S Securities and Exchange Commission,
Division of Investment Management, Analytics
Office, Private Fund Statistics, Fourth Quarter 2019
(Oct. 2, 2020), Table 3.
27 The recordkeeping cost estimates are
$0.0051295 per dollar of assets under management
for small funds, and $0.0005041 per dollar of assets
under management for medium-sized funds; the
cost estimates are the same as those used in the
most recently approved rule 2a–7 submission.
28 This estimate is based on the following
calculation: ($294 billion × $0.0000009) = $264,600
for large funds.
29 This estimate is based on the following
calculation: ($294 billion × 0.0000132) = $3.88
million.

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described above for record preservation
($162,450) and for capital costs ($2.38
million). Commission staff concludes
that the aggregate annual costs of
compliance with the rule are $162,450
for record preservation and $2.38
million for capital costs, or a total of
$2.54 million.
The collections of information
required for unregistered money market
funds by rule 12d1–1 are necessary in
order for acquiring funds to able to
obtain the benefits described above.
Notices to the Commission 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 OMB number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice by October 7, 2024 to (i)
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov and (ii) Austin Gerig,
Director/Chief Data Officer, Securities
and Exchange Commission, c/o
Oluwaseun Ajayi, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: PRA_Mailbox@sec.gov.
Dated: August 30, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–19960 Filed 9–4–24; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
35310; File No. 812–15523]

CION Grosvenor Infrastructure Fund,
et al.
August 30, 2024.

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

Notice of application for an order
under sections 17(d) and 57(i) of the
Investment Company Act of 1940 (the
‘‘Act’’) and rule 17d–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

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business development companies and
closed-end management investment
companies to co-invest in portfolio
companies with each other and with
certain affiliated investment entities.
APPLICANTS: CION Grosvenor
Infrastructure Fund, CION Grosvenor
Infrastructure Master Fund, LLC, CION
Grosvenor Management, LLC, Grosvenor
Capital Management, L.P., GCM
Customized Fund Investment Group,
L.P., GCM—Asga Infra Investment
Holdings, L.P., GCM Blue Sails
Infrastructure Offshore Opportunities
Master Fund, L.P., GCM Grosvenor
Cedar Infrastructure Investment Fund
2021 (Master), L.P., Alpha Z
Infrastructure VI (Master), L.P.,
Electrical Workers Infrastructure Fund,
L.P., GCM Grosvenor J Infrastructure
Investment Fund 2024 (EURO) (Master),
L.P., GCM Grosvenor J Infrastructure
Investment Fund 2024 (USD) (Master),
L.P., GCM Grosvenor J Infrastructure
Investment Fund 2023 (EURO) (Master),
L.P., GCM Grosvenor J Infrastructure
Investment Fund 2023 (USD) (Master),
L.P., 2021 Infrastructure Compartment
(Master), a Sub-Fund of Vertuo (Master)
S.C.Sp SICAV–RAIF, GCM Grosvenor—
NPS Infrastructure Asia, L.P., GCM
Grosvenor—NPS Infrastructure III, L.P
(2022–1 Investment Series), GCM
Grosvenor KB Infra Investments, L.P.,
GCM U.S. Partnership Opportunities,
L.P., GCM Grosvenor Pacific, L.P.
(2020–1 Investment Series), LTV
Infrastructure (GCM) (Master), L.P.
(2022–1 Investment Series), GCM
Grosvenor Infrastructure Investment
Program, L.P. (2022–1 Investment
Series), Texas Emerging Managers
Private Markets Program, L.P., GCM
WPP Global Infrastructure, L.P., GCM
Grosvenor Multi-Asset Class Master
Fund III, L.P., GCM Grosvenor
Infrastructure Opportunities Fund,
SCSp, GCM Grosvenor—Osool
Investments, L.P., GCM Grosvenor Nest
Sammelstiftung II, L.P. (2023–1
Investment Series), GCM Grosvenor
Customized Infrastructure Strategies III,
L.P, and GCM Grosvenor Infrastructure
Advantage Fund II, L.P.
FILING DATES: The application was filed
on November 17, 2023, and amended on
April 17, 2024 and July 25, 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

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