Federal Register 30-Day Notice

20250801_3235-0241_2025-14553_90 FR 36204_30-Day Submission Notice.pdf.pdf

Rule 206(4)-2, Custody of Funds or Securities of Clients by Investment Advisers

Federal Register 30-Day Notice

OMB: 3235-0241

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36204

Federal Register / Vol. 90, No. 146 / Friday, August 1, 2025 / Notices

public interest. The Exchange issued an
Options Technical Alert to announce
the limitation. The Exchange states that
the proposed rule change is intended to
permit it to govern its connectivity
management in a reasonable manner
while protecting investors and the
general public by obtaining greater
efficiencies with the limit on SQF Ports
and will provide the Exchange the
ability to maintain the appropriate
bandwidth to support future growth and
new Market Makers entrants. In
addition, the Exchange notes that it does
not prorate SQF Port Fees and a waiver
of the operative delay will allow the 250
SQF Port Fee limit to be in place at the
beginning of the month so that the
Exchange can manage billing for its
Participants. Accordingly, the
Commission hereby waives the 30-day
operative delay and designates the
proposed rule change operative upon
filing.20
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:

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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–
Phlx–2025–31 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–Phlx–2025–31. This file
number should be included on the
subject line if email is used. To help the
20 For purposes only of waiver the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).

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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 filing 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–Phlx–2025–31 and
should be submitted on or before
August 22, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–14562 Filed 7–31–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0241]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 206(4)–2
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.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for extension and
revision of the previously approved
collection of information discussed
below.
The title for the collection of
information is ‘‘Rule 206(4)–2 under the
Investment Advisers Act of 1940—
Custody of Funds or Securities of
Clients by Investment Advisers.’’ Rule
206(4)–2 (17 CFR 275.206(4)–2) under
the Investment Advisers Act of 1940 (15
U.S.C. 80b–1 et seq.) governs the
custody of funds or securities of clients
by Commission-registered investment
advisers. Rule 206(4)–2 requires each
registered investment adviser that has
custody of client funds or securities to
maintain those client funds or securities

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21 17

CFR 200.30–3(a)(12).

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with a broker-dealer, bank or other
‘‘qualified custodian.’’ 1 The rule
requires the adviser to promptly notify
clients as to the place and manner of
custody, after opening an account for
the client and following any changes.2
If an adviser sends account statements
to its clients, it must insert a legend in
the notice and in subsequent account
statements sent to those clients urging
them to compare the account statements
from the custodian with those from the
adviser.3 The adviser also must have a
reasonable basis, after due inquiry, for
believing that the qualified custodian
maintaining client funds and securities
sends account statements directly to the
advisory clients at least quarterly,
identifying the amount of funds and of
each security in the account at the end
of the period and setting forth all
transactions in the account during that
period.4 The client funds and securities
of which an adviser has custody must
undergo an annual surprise examination
by an independent public accountant to
verify client assets pursuant to a written
agreement with the accountant that
specifies certain duties.5 Unless client
assets are maintained by an
independent custodian (i.e., a custodian
that is not the adviser itself or a related
person), the adviser also is required to
obtain or receive a written report of the
internal controls relating to the custody
of those assets from an independent
public accountant that is registered with
and subject to regular inspection by the
Public Company Accounting Oversight
Board (‘‘PCAOB’’).6
The rule exempts advisers from the
rule with respect to clients that are
registered investment companies.
Advisers to limited partnerships,
limited liability companies and other
pooled investment vehicles are excepted
from the account statement delivery and
deemed to comply with the annual
surprise examination requirement if the
limited partnerships, limited liability
companies, or pooled investment
vehicles are subject to annual audit by
an independent public accountant
registered with, and subject to regular
inspection by the PCAOB, and the
audited financial statements are
distributed to investors in the pools.7
The rule also provides an exception to
the surprise examination requirement
for advisers that have custody solely
because they have authority to deduct
1 Rule

206(4)–2(a)(1).
206(4)–2(a)(2).
3 Rule 206(4)–2(a)(2).
4 Rule 206(4)–2(a)(3).
5 Rule 206(4)–2(a)(4).
6 Rule 206(4)–2(a)(6).
7 Rule 206(4)–2(b)(4).
2 Rule

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lotter on DSK11XQN23PROD with NOTICES1

Federal Register / Vol. 90, No. 146 / Friday, August 1, 2025 / Notices
advisory fees from client accounts,8 and
advisers that have custody solely
because a related person holds the
adviser’s client assets (or has any
authority to obtain possession of them)
and the related person is operationally
independent of the adviser.9
Advisory clients use this information
to confirm proper handling of their
accounts. The Commission’s staff uses
the information obtained through this
collection in its enforcement, regulatory
and examination programs. Without the
information collected under the rule,
the Commission would be less efficient
and effective in its programs, and clients
would not have information valuable for
monitoring an adviser’s handling of
their accounts.
The respondents to this information
collection are investment advisers
registered with the Commission and
have custody of clients’ funds or
securities. We estimate that 9,210
advisers would be subject to the
information collection burden under
rule 206(4)–2. The number of responses
under rule 206(4)–2 will vary
considerably depending on the number
of clients for which an adviser has
custody of funds or securities, and the
number of investors in pooled
investment vehicles that the adviser
manages. It is estimated that the average
number of responses annually for each
respondent would be 3,639, and an
average time of 0.009426547 hours per
response. The annual aggregate burden
for all respondents to the requirements
of rule 206(4)–2 is estimated to be
315,925 hours.
This collection of information is
found at 17 CFR 275.206(4)–2 and is
mandatory. Responses to the collection
of information are not kept confidential.
Commission-registered investment
advisers are required to maintain and
preserve certain information required
under rule 206(4)–2 for five years. The
long-term retention of these records is
necessary for the Commission’s
examination program to ascertain
compliance with the Investment
Advisers Act.
The estimated average burden hours
are made solely for the purposes of the
Paperwork Reduction Act and are not
derived from a comprehensive or even
representative survey or study of the
cost of Commission rules and forms.
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.
8 Rule
9 Rule

206(4)–2(b)(3).
206(4)–2(b)(6).

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Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
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=202504-3235-016
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
September 2, 2025.
Dated: July 29, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–14553 Filed 7–31–25; 8:45 am]
BILLING CODE P

SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
35695; File No. 812–15781]

Invesco Dynamic Credit Opportunity
Fund, et al.
July 29, 2025.

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
business development companies
(‘‘BDCs’’) and closed-end management
investment companies to co-invest in
portfolio companies with each other and
with certain affiliated investment
entities.
APPLICANTS: Invesco Dynamic Credit
Opportunity Fund, Invesco Senior
Income Trust, Invesco Senior Loan
Fund, Invesco Advisers, Inc., Invesco
Senior Secured Management, Inc.,

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36205

Invesco Direct Lending (UL) Master
Fund II, SCSp, Invesco Direct Lending
(L) II Blocker, LLC, Invesco Direct
Lending (L) II Holdco, L.P., Invesco
Direct Lending (UL) II Holdco, L.P.,
Invesco Direct Lending (UL) Fund
(Cayman) II, L.P., Invesco Private Credit
Opportunities Master Fund, L.P.,
Invesco Private Credit Opportunities
Holdco, LLC, Invesco PCO Evergreen
Master Fund, L.P., Invesco PCO
Evergreen Holdco, LLC, Invesco Credit
Partners Master Fund III, L.P., and
Invesco Credit Partners Opportunities
Fund 2023, L.P.
FILING DATES: The application was filed
on May 6, 2025, and amended on July
9, 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 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 August 25, 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:
Michael W. Mundt, Esq. and Matthew R.
DiClemente, Esq., Stradley Ronon
Stevens & Young, LLP, at MMundt@
stradley.com and MDiClemente@
stradley.com, respectively, and Melanie
Ringold, Esq., Sean Ryan, Esq, and
Stephen Sullivan, Esq, Invesco Ltd., at
melanie.ringold@invesco.com,
sean.ryan@invesco.com, and
stephen.sullivan@invesco.com,
respectively.
FOR FURTHER INFORMATION CONTACT:

Kieran G. Brown, Senior Counsel, or
Adam Large, 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

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