[Federal Register Volume 86, Number 123 (Wednesday, June 30, 2021)]
[Notices]
[Pages 34798-34805]
[FR Doc No: 2021-13910]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34317; File No. 812-15194]

iCapital KKR Private Markets Fund, et al.

June 24, 2021.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice.

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    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 (``BDC'') and closed-end management
investment companies to co-invest in portfolio companies with each
other and with affiliated investment funds.

APPLICANTS: iCapital KKR Private Markets Fund (formerly known as

Altegris KKR Commitments Master Fund) (the ``Company''); iCapital
Registered Fund Adviser LLC (``iCapital RF Adviser''); StepStone Group
LP (``StepStone Group''); StepStone Group Real Estate LP, StepStone AMP
(GP), LLC, StepStone Atlantic (GP), L.P., StepStone Capital III (GP),
LLC, StepStone European Fund GP S.[agrave] r.l., StepStone Ferro (GP),
LLC, StepStone K Opportunities (GP), LLC, StepStone Secondaries II
(GP), LLC, StepStone Secondaries III (GP), S.[agrave] r.l., StepStone
Secondaries III (GP), LLC, StepStone UWF Secondaries (GP), L.P.,
StepStone KF (GP), LLC, StepStone NPS Siera (GP), LLC, StepStone NPS PE
(GP), LLC, StepStone Rivas (GP), LLC, StepStone FSS (GP), LLC
(collectively, with StepStone Group, the ``Existing StepStone
Affiliated Advisers''); and StepStone Pioneer Capital I, L.P.,
StepStone Pioneer Capital Buyout Fund I, L.P., StepStone Mezzanine
Partners I-A L.P., StepStone Private Equity Partners II L.P., StepStone
Masters III L.P., StepStone Pioneer Capital Buyout Fund II, L.P.,
StepStone Pioneer Capital II, L.P., T.F. Capital Investors II L.P.,
StepStone PA Tap Fund I, LP, StepStone-Syn Investments, L.L.L.P.,
StepStone Pioneer Opportunities Fund, L.P., StepStone Pioneer
Opportunities Fund II, L.P., StepStone Private Equity Partners III
L.P., Latin America Opportunities (Delaware) L.P., StepStone Pioneer
Capital III, L.P., Europe Enterprise III Onshore L.P., Asia Enterprise
II Onshore LLC, StepStone Private Equity Partners L.P., StepStone
Masters IV L.P., StepStone Capital Partners IV, L.P., StepStone XL
Opportunities Fund II-B, L.P., Terrace Investment Holdings SMF, LLC,
Sunstone PE Opportunities Fund, LLC, StepStone AP Opportunities Fund,
L.P., Capitol Private Opportunities III LP, Capitol Private
Opportunities III (Parallel) LP, StepStone Secondary Opportunities Fund
IV, L.P., StepStone Private Equity Partners Offshore L.P., Asia
Enterprise II Offshore L.P., StepStone Mezzanine Partners (Offshore) I-
A L.P., StepStone International Investors II-G, L.P., StepStone
International Investors II, L.P., StepStone Masters III Offshore L.P.,
MBKP North Asian Opportunities Partners Offshore L.P., T.F. Capital
Investors II Offshore L.P., StepStone International Investors III,
L.P., Latin America Opportunities L.P., Europe Enterprise III Offshore
L.P., StepStone NPS PE Fund, L.P., StepStone Secondary Opportunities
Fund III Offshore Holdings SCSP, Pegasus Multi-Strategy Series (A) LP,
StepStone Tactical Growth Fund II Offshore Holdings, L.P., StepStone
Capital Partners IV Europe Holdings SCSP, StepStone JP Opportunities
Fund IA, L.P., StepStone KF Private Equity Fund II, L.P., StepStone BVK
Opportunities Fund SCSP, StepStone Secondary Opportunities Fund IV
Offshore Holdings, L.P., SIMA Private Equity 6 GMBH & Co. KG, 2006 Co-
Investment Portfolio, L.P., 2007 Co-Investment Portfolio, L.P., 2008
Co-Investment Portfolio, L.P., Capitol Private Opportunities II
(Parallel) LP, Capitol Private Opportunities II LP, Capital Private
Opportunities LP, CGR/PE, LLC, Europe Enterprise II Offshore, L.P.,
Europe Enterprise III Offshore, L.P., Lexington C/RE, LLC, Masters IV
Cayman Holdings, L.P., Mezzanine Co-Investment Portfolio, L.P., NYSCRF
Pioneer Opportunities Fund A, L.P., NYSCRF Pioneer Partnership Fund B,
L.P., Silverstone I, LLC, Silverstone II, LLC--Series A, Silverstone
II, LLC--Series B, Silverstone II, LLC--Series C, Silverstone II, LLC--
Series D, Silverstone II, LLC--Series E, Silverstone II, LLC--Series F,
Silverstone II, LLC--Series G, Silverstone II, LLC--Series H,
Silverstone II, LLC--Series I, Silverstone II, LLC--Series J,
Silverstone II, LLC--Series K (Class 1), Silverstone II, LLC--Series K
(Class 2), Silverstone III, L.P., StepStone A Opportunities Fund, L.P.,
StepStone Aegon Opportunities Fund, LP.--Series A, StepStone Aegon
Opportunities Fund, LP.--Series B, StepStone AMP Opportunities Fund,
L.P., StepStone AMP Opportunities Fund, L.P.--Series A, StepStone
Atlantic Fund, L.P.--Infrastructure Series 1 2011, StepStone Atlantic
Fund, L.P.--Private Equity Series 1 2009, StepStone Atlantic Fund,
L.P.--Private Equity Series 2 2012, StepStone Atlantic Fund, L.P.--
Private Markets Series 1 2014, StepStone Atlas Opportunities Fund II,
L.P., StepStone Atlas Opportunities Fund LP, StepStone AZ China and
Asia Opportunities Fund, L.P., StepStone AZ Secondary Opportunities
Fund, L.P., StepStone Capital Partners II Cayman Holdings, L.P.,
StepStone Capital Partners II Onshore, L.P., StepStone Capital Partners
III Offshore Holdings, L.P., StepStone Capital Partners III, L.P.,
StepStone Capital Partners IV Offshore Holdings, L.P., StepStone CC
Opportunities Fund, LLC, StepStone CGC Opportunities I, L.P., StepStone
Endurance L.P., StepStone European Fund SCS, SICAV-FIS--StepStone
Capital Partners III Compartment, StepStone European Fund SCS, SICAV-
FIS--StepStone Real Estate Partners III Compartment, StepStone Ferro
Opportunities Fund, L.P., StepStone FSS Opportunities Fund, L.P.,
StepStone H Opportunities Fund, L.P., StepStone International Investors
IV (Delaware), L.P., StepStone International Investors IV (Guernsey),
L.P., StepStone JP Opportunities Fund II, L.P., StepStone JP
Opportunities Fund, L.P., StepStone K Real Estate Co-Investment Fund,
L.P., StepStone K Strategic Opportunities Fund II, L.P., StepStone K
Strategic Opportunities Fund III, L.P., StepStone K Strategic
Opportunities Fund, L.P., StepStone KF Private Equity Fund, L.P.,
StepStone Maple Opportunities Fund, L.P., StepStone Masters V Cayman
Holdings, L.P., StepStone Masters V LP, StepStone Mexico I Co-
Investment Opportunities Fund, L.P., StepStone Mexico I SPC, StepStone
NL Opportunities Fund II, L.P., StepStone NL Opportunities Fund, L.P.,
StepStone NPS PE Fund, L.P.--Tranche B, StepStone OH Secondary
Opportunities Fund, L.P., StepStone P Opportunities Fund, L.P.,
StepStone Phoenix Opportunities Fund, L.P., StepStone PIFSS Real Estate
Co-Investment Fund, L.P., StepStone Pioneer Capital Europe II, L.P.
Incorporated, StepStone Pioneer Capital Europe Opportunities Fund I,
L.P. Incorporated, StepStone Pioneer Capital Europe Opportunities Fund
IB, L.P. Incorporated, StepStone PPL Secondary Opportunities Fund,
L.P., StepStone Private Access Partnership, L.P., StepStone Private
Equity Partners III Cayman Holdings, L.P., StepStone Private Equity
Partners Offshore II L.P., StepStone Private Equity Portfolio L.P.,
StepStone Real Estate Partners III Cayman, LP, StepStone Real Estate
Partners III I Opportunities Fund, L.P., StepStone Real Estate Partners
III Offshore, L.P., StepStone Real Estate Partners III TE, L.P.,
StepStone Real Estate Partners III, L.P., StepStone Real Estate
Partners IV Parallel, L.P., StepStone Real Estate Partners IV, L.P.,
StepStone Rivas Private Equity Fund, L.P., StepStone Secondary
Opportunities Fund II Offshore Holdings, L.P., StepStone Secondary
Opportunities Fund II, L.P., StepStone Secondary Opportunities Fund
III, L.P., StepStone Secondary Opportunities Fund, L.P., StepStone
SEDCO European Opportunities Fund, L.P., StepStone SEDCO U.S.
Opportunities Fund, L.P., StepStone Tactical Growth Fund II, L.P.,
StepStone Tactical Growth Fund Offshore Holdings, L.P., StepStone
Tactical Growth Fund, L.P., StepStone UWF Secondary Opportunities Fund,
L.P.--Series A, StepStone UWF Secondary Opportunities Fund, L.P.--
Series B, StepStone XL Opportunities

Fund II-A, L.P., StepStone XL Opportunities Fund, L.P., Terrace
Investment Holdings, LLC, StepStone R Co-Investment Partnership, L.P.,
StepStone C Strategic Core Infrastructure Partnership, L.P., Sunsira
Infrastructure Fund, LLC, StepStone G Infrastructure Opportunities,
L.P., StepStone Scorpio Infrastructure Opportunities Fund, L.P.,
StepStone KF Infrastructure Fund II, L.P., StepStone K Infrastructure
Opportunities Fund, L.P., UK Canadian Hydro Holdco A Limited, StepStone
KF Infrastructure Fund, L.P., StepStone NLGI Infrastructure
Opportunities Fund, L.P., StepStone NPS Infrastructure Fund, L.P., Real
Estate International Partnership Fund I, L.P., SRE Curator-TS, LP, SRE
Maple Direct Investco, LP, SRE Maple REIT Investco, LP, Real Estate
Domestic Partnership Fund I, L.P., Real Estate Global Partnership Fund
II, L.P., SRE Care--Investco, L.P., SRE Colt Devco--Investco, L.P., SRE
Colt OPCO--Investco, L.P., SRE Curator--Investco, L.P., SRE Encore--
Investco, L.P., SRE Freyja--Investco, L.P., SRE Hasso--Investco, L.P.,
SRE Magnesia--Investco, L.P., SRE Panther--Investco, L.P., and SRE
Preservation--Investco, L.P., SRE Ripple--Investco LP, SRE Stern Debt--
Investco, L.P., SRE Stern Equity--Investco, L.P., SREP III COLT OPCO
REIT, LLC, SREP III Flight--Investco, L.P., Sunstone Real Estate, L.P.,
Bridge Village Limited, StepStone E Opportunities Fund, L.P., StepStone
E Offshore Opportunities Fund, L.P., StepStone M Opportunities Fund,
L.P., StepStone LMM Opportunities Fund I, L.P.--Series A, StepStone LMM
Opportunities Fund I, L.P.--Series B, Multibrand SICAV-SIF--Valida
Private Equity Fund, Heathrow Forest Asia Opportunities Fund, L.P.,
StepStone NPS PE Fund II, L.P., LCIV Infrastructure Fund, StepStone B
Infrastructure Opportunities Fund, L.P., StepStone NPS Infrastructure
Fund II, L.P., Swiss Capital FPT Private Debt Fund L.P., Swiss Capital
GPIM Private Debt Fund L.P., Swiss Capital HPS Private Debt Fund L.P.,
SC ACM Private Debt Fund L.P., SC Co-Investments Private Debt Fund
L.P., SC NXT Capital Private Debt Fund L.P., SC ACA Private Debt Fund
L.P., Swiss Capital HYS Private Debt Fund L.P., Swiss Capital KKR
Private Debt Fund L.P., Swiss Capital Capitala Private Debt Fund L.P.,
SC BTC Private Debt Fund L.P., Swiss Capital KA Private Debt Fund L.P.,
Swiss Capital TLCP Private Debt Fund L.P., Swiss Capital DCM Private
Debt Fund L.P., Swiss Capital PD (Offshore) Funds SPC, SC FPT Private
Debt Offshore SP, SC NXT Capital Private Debt Offshore SP, SC ACA
Private Debt Offshore SP, Swiss Capital CAPITALA Private Debt Offshore
SP, Swiss Capital BTC Private Debt Offshore SP, Swiss Capital Co-
Investments Private Debt Offshore SP, Swiss Capital HYS Private Debt
Offshore SP, Swiss Capital ASP Private Debt Offshore SP, SC ACM Private
Debt Offshore SP, Swiss Capital KA Private Debt Offshore SP, StepStone
Private Debt Secondary Funds SPC, SC DCM Secondary SP, Swiss Capital
Alternative Strategies Funds SPC, SC Alternative Strategy 1 SP, SC
Alternative Strategy 2 SP, SC Alternative Strategy 3 SP, SC Alternative
Strategy 4 SP, SC Alternative Strategy 5 SP, SC Alternative Strategy 6
SP, SC Alternative Strategy 7 SP, SC Alternative Strategy 8 SP, SC
Alternative Strategy 9 SP, SC Alternative Strategy 10 SP, SC
Alternative Strategy 11 SP, SC Alternative Strategy 12 SP, SC
Alternative Strategy 13 SP, SC Alternative Strategy 14 SP, StepStone
ADF Opportunities Fund L.P., SC CWMAA Senior Corporate Lending L.P.,
Senior Corporate Lending Enhanced I Fund L.P., SCL XL I Fund L.P., SSG
NLGI Private Debt Funds SPC, SSG NLGI European Direct Lending SP, SSG
ME Private Debt Fund LP, Swiss Capital BG OL Private Debt Fund LP,
Swiss Capital Alternative Strategies Funds II SPC, SC Alternative
Strategy A SP, StepStone Real Estate Partners IV Europe SCS, StepStone
Secondary Opportunities Fund IV Europe Holdings SCSp, Swiss Capital PRO
Loan V plc, Swiss Capital PRO Loan VII plc, Swiss Capital Private
Markets Funds, LG Income Fund, SC LV Private Debt Fund, Swiss Capital
Private Markets II Funds, AGON Fund, Senior Corporate Lending Fund I,
EuroPrima Fund, CWPS Global Infrastructure Fund, Senior Corporate
Lending Europe Fund, Swiss Capital Credit Strategies ICAV, LG Direct
Lending Platform Fund, SC LV Private Debt Platform Fund, Swiss Capital
Credit Strategies II ICAV, 3SC PRIDE Fund, SSG Valluga Fund, Swiss
Capital PRO Colours Funds plc, SC New Targets Funds, SC Target D Fund,
SC Target O Fund, Oceanic Global Investment Funds plc, Pacific Ocean
Fund, Swiss Capital Non-Traditional Funds, Swiss Capital PRO Non-
Traditional Funds, Swiss Capital PRO Matrix Fund, Swiss Capital PRO
Disintermediation I Fund, Swiss Capital PRO Unicum Fund, Swiss Capital
PRO SST Fund, SC Private Debt Fund III L.P., Swiss Capital European
Private Debt Funds I (SICAV) SCSp, ACM European Private Debt Fund, BLK
European Private Debt Fund, TKH European Private Debt Fund, Co-
Investment European Private Debt Fund, Apera European Private Debt
Fund, CVC CP SSG European Private Debt Fund, TEREF LUX I, HCM European
Private Debt Fund, Bridgepoint European Private Debt Fund, StepStone
Trade Finance ICAV, StepStone Trade Finance Fund, Swiss Capital Credit
Strategies III ICAV, PR Private Debt Fund, Swiss Capital Private
Markets III, PR Private Debt Platform Fund, SSG Credit Strategies IV
ICAV, SSG GEN Credit Fund I, SSG Credit Strategies V ICAV, and SSG GEN
Credit Fund II (collectively, the ``Existing Affiliated Investors'').

FILING DATES: The application was filed on January 22, 2020 and amended
on May 13, 2021.

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 by emailing the Commission's
Secretary at<EMAIL_ADDRESS>and serving applicants with a
copy of the request by email. Hearing requests should be received by
the Commission by 5:30 p.m. on July 14, 2021, 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<EMAIL_ADDRESS>
ADDRESSES:  The Commission<EMAIL_ADDRESS>Applicants:
Stephen Jacobs at<EMAIL_ADDRESS>and Richard Horowitz at
<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT:  Jill Ehrlich, Senior Counsel, at
(202) 551-6819 or Lisa Reid Ragen, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Company was organized under Delaware law as a statutory
trust for the

purpose of operating as an externally-managed, non-diversified, closed-
end management investment company. The Company is a registered
investment company under the Act. The Company's Objectives and
Strategies \1\ are to seek long-term capital appreciation and the
Company intends to allocate at least 80% of its assets to private
equity-type investments sponsored or advised by Kohlberg Kravis Roberts
& Co. L.P. (``Kohlberg Kravis Roberts'') or an affiliate of Kohlberg
Kravis Roberts (collectively with its affiliates, ``KKR''), including
primary offerings and secondary acquisitions of interests in
alternative investment funds that pursue private equity strategies and
co-investment opportunities in operating companies presented by such
KKR investment funds. The Company may at any time determine to allocate
its assets to investments not sponsored, issued by or otherwise linked
to, KKR, or its affiliates and to strategies and asset classes not
representative of private equity. The Company has a five member board
of trustees (``Board''),\2\ which currently includes four persons who
are not ``interested persons'' of the Company within the meaning of
section 2(a)(19) of the Act.
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    \1\ ``Objectives and Strategies'' means a Regulated Entity's (as
defined below) investment objectives and strategies, as described in
the Regulated Entity's registration statement on Form N-2, other
filings the Regulated Entity has made with the Commission under the
Securities Act of 1933 (the ``Securities Act''), or under the
Securities Exchange Act of 1934, and the Regulated Entity's reports
to shareholders.
    \2\ The term ``Board'' refers to the board of trustees of the
Company and the board of directors or trustees of any other
Regulated Entity, as the context may require.
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    2. The Company and certain of its affiliates have previously
participated in a co-investment program in connection with an exemptive
order issued by the Commission on October 17, 2016 (the ``Prior
Order'') \3\ granting substantially the same relief as is sought in the
application. On January 29, 2021, iCapital RF Adviser became the
investment adviser to the Company, at which time none of the Applicants
were permitted to continue to rely on the Prior Order.\4\ iCapital RF
Adviser was formed under Delaware law as a limited liability company on
August 18, 2020, and is registered with the Commission as an investment
adviser under the Investment Advisers Act of 1940 (the ``Advisers
Act'').
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    \3\ Altegris KKR Commitments Master Fund, et al., Investment
Company Act Release No. 32265 (September 19, 2016) (notice) and
32319 (October 17, 2016) (order).
    \4\ In reliance on the Commission staff no-action letter issued
to Innovator Capital Management, LLC, et al. (pub. avail. October 6,
2017) and oral discussions with the Commission staff, the Applicants
intend to rely on the Prior Order as if the Prior Order extended to
iCapital RF Adviser until the earlier of the receipt of the Order or
150 days from January 29, 2021. During such time, iCapital RF
Adviser will comply with the terms and conditions in the Prior Order
imposed on the Company's previous investment adviser as though such
terms and conditions were imposed directly on iCapital RF Adviser.
When and if the Order is granted by the Commission, the Applicants
would then rely on the Order, with the result that no person will
continue to rely on the Prior Order.
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    3. StepStone Group is a Delaware limited partnership and is
registered with the Commission as an investment adviser under the
Advisers Act. StepStone Group serves as the sub-adviser to the Company.
    4. Each Existing Affiliated Investor is a privately-offered fund
that would be an investment company but for section 3(c)(1) or 3(c)(7)
of the Act. An Existing StepStone Affiliated Adviser serves as the
investment adviser to each Existing Affiliated Investor. Each Existing
StepStone Affiliated Adviser either directly or indirectly controls, is
controlled by, or is under common control with StepStone Group, and is
registered as an investment adviser under the Advisers Act.
    5. Applicants seek an order (``Order'') to permit one or more
Regulated Entities \5\ and/or one or more Affiliated Investors \6\ to
participate in the same investment opportunities through a proposed co-
investment program (the ``Co-Investment Program'') where such
participation would otherwise be prohibited under sections 17(d) and
57(a)(4) and the rules under the Act. For purposes of the application,
``Co-Investment Transaction'' means any transaction in which a
Regulated Entity (or its Wholly-Owned Investment Subsidiary, as defined
below) participated together with one or more other Regulated Entities
and/or one or more Affiliated Investors in reliance on the requested
Order. ``Potential Co-Investment Transaction'' means any investment
opportunity in which a Regulated Entity (or its Wholly-Owned Investment
Subsidiary) could not participate together with one or more Affiliated
Investors and/or one or more other Regulated Entities without obtaining
and relying on the Order.\7\ The term ``Advisor'' means any iCapital
Adviser or any StepStone Affiliated Adviser.
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    \5\ ``Regulated Entity'' means the Company and any Future
Regulated Entity. ``Future Regulated Entity'' means a closed-end
management investment company (a) that is registered under the Act
or has elected to be regulated as a BDC, (b) whose investment
adviser is an iCapital Advisor and (c) whose investment sub-adviser
is a StepStone Affiliated Adviser. ``iCapital Adviser'' means
iCapital RF Adviser, or any future investment adviser that (i)
controls, is controlled by or is under common control with iCapital
RF Adviser, (ii) is registered as an investment adviser under the
Advisers Act, and (iii) is not a Regulated Entity or a subsidiary of
a Regulated Entity. ``StepStone Affiliated Adviser'' means any
Existing StepStone Affiliated Adviser or any future investment
adviser that (i) controls, is controlled by or is under common
control with StepStone Group, (ii) is registered as an investment
adviser under the Advisers Act, and (iii) is not a Regulated Entity
or a subsidiary of a Regulated Entity.
    \6\ ``Affiliated Investors'' means the Existing Affiliated
Investors and any Future Affiliated Investor. ``Future Affiliated
Investor'' means an entity (a) whose investment adviser is a
StepStone Affiliated Adviser, (b) that would be an investment
company but for section 3(c)(1) or 3(c)(7) of the Act and (c) that
intends to participate in the Co-Investment Program.
    \7\ All existing entities that currently intend to rely upon the
requested Order have been named as applicants. Any other existing or
future entity that subsequently relies on the Order will comply with
the terms and conditions of the application.
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    6. Applicants state that a Regulated Entity may, from time to time,
form a Wholly-Owned Investment Subsidiary.\8\ Such a subsidiary would
be prohibited from investing in a Co-Investment Transaction with any
Affiliated Investor because it would be a company controlled by its
parent Regulated Entity for purposes of section 57(a)(4) and rule 17d-
1. Applicants request that each Wholly-Owned Investment Subsidiary be
permitted to participate in Co-Investment Transactions in lieu of its
parent Regulated Entity and that the Wholly-Owned Investment
Subsidiary's participation in any such transaction be treated, for
purposes of the requested Order, as though the parent Regulated Entity
were participating directly. Applicants represent that this treatment
is justified because a Wholly-Owned Investment Subsidiary would have no
purpose other than serving as a holding vehicle for the Regulated
Entity's investments and, therefore, no conflicts of interest could
arise between the

Regulated Entity and the Wholly-Owned Investment Subsidiary. The
Regulated Entity's Board would make all relevant determinations under
the conditions with regard to a Wholly-Owned Investment Subsidiary's
participation in a Co-Investment Transaction, and the Regulated
Entity's Board would be informed of, and take into consideration, any
proposed use of a Wholly-Owned Investment Subsidiary in the Regulated
Entity's place. If the Regulated Entity proposes to participate in the
same Co-Investment Transaction with any of its Wholly-Owned Investment
Subsidiaries, the Board will also be informed of, and take into
consideration, the relative participation of the Regulated Entity and
the Wholly-Owned Investment Subsidiary.
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    \8\ The term ``Wholly-Owned Investment Subsidiary'' means an
entity (i) that is wholly-owned by a Regulated Entity (with such
Regulated Entity at all times holding, beneficially and of record,
100% of the voting and economic interests); (ii) whose sole business
purpose is to hold one or more investments on behalf of the
Regulated Entity (and, in the case of an entity that is licensed by
the Small Business Administration to operate under the Small
Business Investment Act of 1958, as amended (the ``SBA Act''), as a
small business investment company (an ``SBIC''), to maintain a
license under the SBA Act and issue debentures guaranteed by the
Small Business Administration); (iii) with respect to which the
Regulated Entity's Board has the sole authority to make all
determinations with respect to the entity's participation under the
conditions of the application; and (iv) that would be an investment
company but for section 3(c)(1) or 3(c)(7) of the Act. All
subsidiaries participating in the Co-Investment Program will be
Wholly-Owned Investment Subsidiaries and will have Objectives and
Strategies that are either substantially the same as, or a subset
of, their parent Regulated Entity's Objectives and Strategies. A
subsidiary that is an SBIC may be a Wholly-Owned Investment
Subsidiary if it satisfies the conditions in this definition.
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    7. It is anticipated that the StepStone Affiliated Advisers will
periodically determine that certain investments a StepStone Affiliated
Adviser recommends for a Regulated Entity would also be appropriate
investments for one or more other Regulated Entities and/or one or more
Affiliated Investors as Potential Co-Investment Transactions. Such a
determination may result in the Regulated Entity, one or more other
Regulated Entities and/or one or more Affiliated Investors co-investing
in certain investment opportunities. For each such investment
opportunity, the Advisors to each Regulated Entity will independently
analyze and evaluate the investment opportunity as to its
appropriateness for such Regulated Entity taking into consideration the
Regulated Entity's Objectives and Strategies.
    8. Applicants state that iCapital RF Adviser serves as the
Company's investment adviser and either it or another iCapital Adviser
will serve in the same capacity to any Future Regulated Entity, and
that StepStone Group serves as the Company's sub-adviser and either it
or another StepStone Affiliated Adviser will serve in the same capacity
to any Future Regulated Entity. Applicants represent that although a
StepStone Affiliated Adviser will identify and recommend investments
\9\ for each Regulated Entity, prior to any investment by the Regulated
Entity, the StepStone Affiliated Advisers will present each proposed
investment to the relevant iCapital Adviser which has the authority to
approve or reject all investments proposed for the Regulated Entity by
a StepStone Affiliated Adviser.
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    \9\ Applicants represent that the iCapital Advisers will not
source any Potential Co-Investment Transactions under the requested
Order.
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    9. Applicants state that StepStone Group has an investment
committee through which it will carry out its obligation under
condition 1 to make a determination as to the appropriateness of a
Potential Co-Investment Transaction for each Regulated Entity.
Applicants represent that each StepStone Affiliated Adviser has
developed a robust allocation process as part of its overall compliance
policies and procedures. Applicants state that, in the case of a
Potential Co-Investment Transaction, the applicable StepStone
Affiliated Adviser would apply its allocation policies and procedures
in determining the proposed allocation for the Regulated Entity
consistent with the requirements of condition 2(a).
    10. Applicants state that, once the applicable StepStone Affiliated
Adviser determined a proposed allocation for a Regulated Entity, such
StepStone Affiliated Adviser would notify the applicable iCapital
Adviser of the Potential Co-Investment Transaction and the StepStone
Affiliated Adviser's recommended allocation for such Regulated Entity.
Applicants further state that the applicable iCapital Adviser would
review the StepStone Affiliated Adviser's recommendation for the
Regulated Entity and would have the ability to ask questions of the
StepStone Affiliated Adviser and request additional information from
the StepStone Affiliated Adviser. Applicants further submit that if the
applicable iCapital Adviser approved the investment for the Regulated
Entity, the investment and all relevant allocation information would
then be presented to the Regulated Entity's Board for its approval in
accordance with the conditions to the application. Applicants state
that they believe the investment process that will unfold between the
StepStone Affiliated Adviser and iCapital Advisers, prior to seeking
approval from the Regulated Entity's Board (which is in addition to,
rather than in lieu of, the procedures required under the conditions of
the application), is significant and provides for additional procedures
and processes to ensure that the Regulated Entity is being treated
fairly in respect of Potential Co-Investment Transactions.
    11. If the Advisors to a Regulated Entity determine that a
Potential Co-Investment Transaction is appropriate for the Regulated
Entity (and the applicable iCapital Adviser approves the investment for
such Regulated Entity), and one or more other Regulated Entities and/or
one or more Affiliated Investors may also participate, the Advisors
will present the investment opportunity to the Eligible Trustees \10\
of the Regulated Entity prior to the actual investment by the Regulated
Entity. As to any Regulated Entity, a Co-Investment Transaction will be
consummated only upon approval by a required majority of the Eligible
Trustees of such Regulated Entity within the meaning of section 57(o)
of the Act (``Required Majority'').\11\
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    \10\ ``Eligible Trustees'' means the trustees or directors of a
Regulated Entity that are eligible to vote under section 57(o) of
the Act.
    \11\ In the case of a Regulated Entity that is a registered
closed-end fund, the trustees or directors that make up the Required
Majority will be determined as if the Regulated Entity were a BDC
subject to section 57(o). As defined in section 57(o), ``required
majority'' means ``both a majority of a business development
company's directors or general partners who have no financial
interest in such transaction, plan, or arrangement and a majority of
such directors or general partners who are not interested persons of
such company.''
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    12. With respect to the pro rata dispositions and follow-on
investments provided in conditions 7 and 8, a Regulated Entity may
participate in a pro rata disposition or follow-on investment without
obtaining prior approval of the Required Majority if, among other
things: (i) The proposed participation of each Regulated Entity and
Affiliated Investor in such disposition is proportionate to its
outstanding investments in the issuer immediately preceding the
disposition or follow-on investment, as the case may be; and (ii) each
Regulated Entity's Board has approved that Regulated Entity's
participation in pro rata dispositions and follow-on investments as
being in the best interests of the Regulated Entity. If the Board does
not so approve, any such disposition or follow-on investment will be
submitted to the Regulated Entity's Eligible Trustees. The Board of any
Regulated Entity may at any time rescind, suspend or qualify its
approval of pro rata dispositions and follow-on investments with the
result that all dispositions and/or follow-on investments must be
submitted to the Eligible Trustees.
    13. No Independent Trustee \12\ of a Regulated Entity will have a
financial interest in any Co-Investment Transaction.
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    \12\ The term ``Independent Trustees'' refers to the trustees or
directors of any Regulated Entity that are not ``interested
persons'' of the Regulated Entity within the meaning of section
2(a)(19) of the Act.
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    14. Applicants state that if an Adviser, its principals, or any
person controlling, controlled by, or under common control with the
Adviser or its principals, and any Affiliated Investors (collectively,
the ``Holders'') own in the aggregate more than 25 percent of the
outstanding voting shares of a Regulated Entity, then

the Holders will vote such shares as required under Condition 15.

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
participation by a registered investment company and an affiliated
person in any ``joint enterprise or other joint arrangement or profit-
sharing plan,'' as defined in the rule, without prior approval by the
Commission by order upon application. Section 17(d) of the Act and rule
17d-1 under the Act are applicable to Regulated Entities that are
registered closed-end investment companies. Similarly, with regard to
BDCs, section 57(a)(4) of the Act makes it unlawful for any person who
is related to a BDC in a manner described in section 57(b), acting as
principal, knowingly to effect any transaction in which the BDC (or a
company controlled by such BDC) is a joint or a joint and several
participant with that person in contravention of rules as prescribed by
the Commission. Because the Commission has not adopted any rules
expressly under section 57(a)(4), section 57(i) provides that the rules
under section 17(d) applicable to registered closed-end investment
companies (e.g., rule 17d-1) are, in the interim, deemed to apply to
transactions subject to section 57(a). Rule 17d-1, as made applicable
to BDCs by section 57(i), prohibits any person who is related to a BDC
in a manner described in section 57(b), as modified by rule 57b-1, from
acting as principal, from participating in, or effecting any
transaction in connection with, any joint enterprise or other joint
arrangement or profit-sharing plan in which the BDC (or a company
controlled by such BDC) is a participant, unless an application
regarding the joint enterprise, arrangement, or profit-sharing plan has
been filed with the Commission and has been granted by an order entered
prior to the submission of the plan or any modification thereof, to
security holders for approval, or prior to its adoption or modification
if not so submitted.
    2. In passing upon applications under rule 17d-1, the Commission
considers whether the company's participation in the joint transaction
is consistent with the provisions, policies, and purposes of the Act
and the extent to which such participation is on a basis different from
or less advantageous than that of other participants.
    3. Applicants state that the Regulated Entities, by virtue of each
having an iCapital Adviser, may be deemed to be under common control,
and thus affiliated persons of each other under section 2(a)(3)(C) of
the Act. Section 17(d) and section 57(b) apply to any investment
adviser to a closed-end fund or a BDC, respectively, including the sub-
adviser. Thus, a StepStone Affiliated Adviser and any Affiliated
Investors that it advises could be deemed to be persons related to
Regulated Entities in a manner described by sections 17(d) and 57(b)
and therefore prohibited by sections 17(d) and 57(a)(4) and rule 17d-1
from participating in the Co-Investment Program. Applicants further
submit that, because the StepStone Affiliated Advisers are ``affiliated
persons'' of other StepStone Affiliated Advisers, Affiliated Investors
advised by any of them could be deemed to be persons related to
Regulated Entities (or a company controlled by a Regulated Entity) in a
manner described by sections 17(d) and 57(b) and also prohibited from
participating in the Co-Investment Program.
    4. Applicants state that they expect that that co-investment in
portfolio investments by a Regulated Entity, one or more other
Regulated Entities and/or one or more Affiliated Investors will
increase favorable investment opportunities for each Regulated Entity.
    5. Applicants submit that the fact that the Required Majority will
approve each Co-Investment Transaction before investment (except for
certain dispositions or follow-on investments, as described in the
conditions), and other protective conditions set forth in the
application, will ensure that each Regulated Entity will be treated
fairly. Applicants state that each Regulated Entity's participation in
the Co-Investment Transactions will be consistent with the provisions,
policies and purposes of the Act and on a basis that is not different
from or less advantageous than that of other participants. Applicants
further state that the terms and conditions proposed herein will ensure
that all such transactions are reasonable and fair to each Regulated
Entity and the Affiliated Investors and do not involve overreaching by
any person concerned, including iCapital Advisers or the StepStone
Affiliated Advisers.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following
conditions:
    1. Each time a StepStone Affiliated Adviser considers a Potential
Co-Investment Transaction for an Affiliated Investor or another
Regulated Entity that falls within a Regulated Entity's then-current
Objectives and Strategies, the Advisors to the Regulated Entity will
make an independent determination of the appropriateness of the
investment for the Regulated Entity in light of the Regulated Entity's
then-current circumstances.
    2. a. If the Advisors to a Regulated Entity deem participation in
any Potential Co-Investment Transaction to be appropriate for the
Regulated Entity, the Advisors will then determine an appropriate level
of investment for such Regulated Entity.
    b. If the aggregate amount recommended by the Advisors to a
Regulated Entity to be invested by the Regulated Entity in the
Potential Co-Investment Transaction, together with the amount proposed
to be invested by the other participating Regulated Entities and
Affiliated Investors, collectively, in the same transaction, exceeds
the amount of the investment opportunity, the investment opportunity
will be allocated among the Regulated Entities and such Affiliated
Investors, pro rata based on each participant's Available Capital \13\
for investment in the asset class being allocated, up to the amount
proposed to be invested by each. The Advisors to each participating
Regulated Entity will provide the Eligible Trustees of each
participating Regulated Entity with information concerning each
participating party's Available Capital to assist the Eligible Trustees
with their review of the Regulated Entity's investments for compliance
with these allocation procedures.
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    \13\ ``Available Capital'' means (a) for each Regulated Entity,
the amount of capital available for investment determined based on
the amount of cash on hand, existing commitments and reserves, if
any, the targeted leverage level, targeted asset mix and other
investment policies and restrictions set from time to time by the
Board of the applicable Regulated Entity or imposed by applicable
laws, rules, regulations or interpretations and (b) for each
Affiliated Investor, the amount of capital available for investment
determined based on the amount of cash on hand, existing commitments
and reserves, if any, the targeted leverage level, targeted asset
mix and other investment policies and restrictions set by the
Affiliated Investor's directors, general partners or adviser or
imposed by applicable laws, rules, regulations or interpretations.
---------------------------------------------------------------------------

    c. After making the determinations required in conditions 1 and
2(a) above, the Advisors to the Regulated Entity will distribute
written information concerning the Potential Co-Investment Transaction,
including the amount proposed to be invested by each Regulated Entity
and any Affiliated Investor, to the Eligible Trustees of each
participating Regulated Entity for their consideration. A Regulated
Entity will co-invest with one or more other Regulated Entities and/or
an Affiliated Investor only if, prior to the Regulated Entities' and
the Affiliated Investors' participation in the Potential Co-

Investment Transaction, a Required Majority concludes that:
    (i) The terms of the Potential Co-Investment Transaction, including
the consideration to be paid, are reasonable and fair to the Regulated
Entity and its shareholders and do not involve overreaching in respect
of the Regulated Entity or its shareholders on the part of any person
concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (A) the interests of the Regulated Entity's shareholders; and
    (B) the Regulated Entity's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Entity or an Affiliated
Investor would not disadvantage the Regulated Entity, and participation
by the Regulated Entity would not be on a basis different from or less
advantageous than that of any other Regulated Entity or Affiliated
Investor; provided, that if any other Regulated Entity or any
Affiliated Investor, but not the Regulated Entity itself, gains the
right to nominate a director for election to a portfolio company's
board of directors or the right to have a board observer, or any
similar right to participate in the governance or management of the
portfolio company, such event shall not be interpreted to prohibit the
Required Majority from reaching the conclusions required by this
condition 2(c)(iii), if:
    (A) The Eligible Trustees will have the right to ratify the
selection of such director or board observer, if any; and
    (B) the Advisors to the Regulated Entity agree to, and do, provide
periodic reports to the Regulated Entity's Board with respect to the
actions of such director or the information received by such board
observer or obtained through the exercise of any similar right to
participate in the governance or management of the portfolio company;
and
    (C) any fees or other compensation that any other Regulated Entity
or any Affiliated Investor or any affiliated person of any other
Regulated Entity or an Affiliated Investor receives in connection with
the right of one or more Regulated Entities or Affiliated Investors to
nominate a director or appoint a board observer or otherwise to
participate in the governance or management of the portfolio company
will be shared proportionately among the participating Affiliated
Investors (who may each, in turn, share its portion with its affiliated
persons) and any participating Regulated Entity in accordance with the
amount of each party's investment; and
    (iv) the proposed investment by the Regulated Entity will not
benefit the Advisors, any other Regulated Entity or the Affiliated
Investors or any affiliated person of any of them (other than the
parties to the Co-Investment Transaction), except (A) to the extent
permitted by condition 13, (B) to the extent permitted by section 17(e)
and section 57(k) of the Act, as applicable, (C) in the case of fees or
other compensation described in condition 2(c)(iii)(C), or (D)
indirectly, as a result of an interest in the securities issued by one
of the parties to the Co-Investment Transaction.
    3. Each Regulated Entity has the right to decline to participate in
any Potential Co-Investment Transaction or to invest less than the
amount proposed.
    4. The Advisors will present to the Board of each Regulated Entity,
on a quarterly basis, a record of all investments in Potential Co-
Investment Transactions made by any of the other Regulated Entities or
any of the Affiliated Investors during the preceding quarter that fell
within the Regulated Entity's then-current Objectives and Strategies
that were not made available to the Regulated Entity, and an
explanation of why the investment opportunities were not offered to the
Regulated Entity. All information presented to the Board pursuant to
this condition will be kept for the life of the Regulated Entity and at
least two years thereafter, and will be subject to examination by the
Commission and its staff.
    5. Except for follow-on investments made in accordance with
condition 8,\14\ a Regulated Entity will not invest in reliance on the
Order in any issuer in which another Regulated Entity or an Affiliated
Investor or any affiliated person of another Regulated Entity or an
Affiliated Investor is an existing investor.
---------------------------------------------------------------------------

    \14\ This exception applies only to follow-on investments by a
Regulated Entity in issuers in which that Regulated Entity already
holds investments.
---------------------------------------------------------------------------

    6. A Regulated Entity will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of
securities to be purchased, settlement date, and registration rights
will be the same for each participating Regulated Entity and Affiliated
Investor. The grant to one or more Regulated Entities or Affiliated
Investors, but not the Regulated Entity itself, of the right to
nominate a director for election to a portfolio company's board of
directors, the right to have an observer on the board of directors or
similar rights to participate in the governance or management of the
portfolio company will not be interpreted so as to violate this
condition 6, if conditions 2(c)(iii)(A), (B) and (C) are met.
    7.a. If any Regulated Entity or Affiliated Investor elects to sell,
exchange or otherwise dispose of an interest in a security that was
acquired by one or more Regulated Entities and/or Affiliated Investors
in a Co-Investment Transaction, the Advisors will:
    (i) Notify each Regulated Entity that participated in the Co-
Investment Transaction of the proposed disposition at the earliest
practical time; and
    (ii) formulate a recommendation as to participation by each
Regulated Entity in the disposition.
    b. Each Regulated Entity will have the right to participate in such
disposition on a proportionate basis, at the same price and on the same
terms and conditions as those applicable to the Affiliated Investors
and any other Regulated Entity.
    c. A Regulated Entity may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Regulated Entity and each Affiliated Investor in
such disposition is proportionate to its outstanding investments in the
issuer immediately preceding the disposition; (ii) the Regulated
Entity's Board has approved as being in the best interests of the
Regulated Entity the ability to participate in such dispositions on a
pro rata basis (as described in greater detail in the application); and
(iii) the Regulated Entity's Board is provided on a quarterly basis
with a list of all dispositions made in accordance with this condition.
In all other cases, the Advisors will provide their written
recommendation as to the Regulated Entity's participation to the
Eligible Trustees, and the Regulated Entity will participate in such
disposition solely to the extent that a Required Majority determines
that it is in the Regulated Entity's best interests.
    d. Each Regulated Entity and each Affiliated Investor will bear its
own expenses in connection with the disposition.
    8.a. If any Regulated Entity or Affiliated Investor desires to make
a ``follow-on investment'' (i.e., an additional investment in the same
entity, including through the exercise of warrants, conversion
privileges or other rights to purchase securities of the issuer) in a
portfolio company whose securities were acquired in a Co-Investment
Transaction, the Advisors will:
    (i) Notify each Regulated Entity that participated in the Co-
Investment

Transaction of the proposed transaction at the earliest practical time;
and
    (ii) formulate a recommendation as to the proposed participation,
including the amount of the proposed follow-on investment, by each
Regulated Entity.
    b. A Regulated Entity may participate in such follow-on investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of each Regulated Entity and each Affiliated
Investor in such investment is proportionate to its outstanding
investments in the issuer immediately preceding the follow-on
investment; and (ii) the Regulated Entity's Board has approved as being
in the best interests of such Regulated Entity the ability to
participate in follow-on investments on a pro rata basis (as described
in greater detail in the application). In all other cases, the Advisors
will provide their written recommendation as to such Regulated Entity's
participation to the Eligible Trustees, and the Regulated Entity will
participate in such follow-on investment solely to the extent that the
Required Majority determines that it is in such Regulated Entity's best
interests.
    c. If, with respect to any follow-on investment:
    (i) The amount of the opportunity proposed to be made available to
any Regulated Entity is not based on the Regulated Entities' and the
Affiliated Investors' outstanding investments immediately preceding the
follow-on investment; and
    (ii) the aggregate amount recommended by the Advisors to be
invested by the Regulated Entity in the follow-on investment, together
with the amount proposed to be invested by the other participating
Regulated Entities and the Affiliated Investors in the same
transaction, exceeds the amount of the opportunity; then the Follow-On
Investment opportunity will be allocated among them pro rata based on
each participant's Available Capital for investment in the asset class
being allocated, up to the amount proposed to be invested by each.
    d. The acquisition of follow-on investments as permitted by this
condition will be considered a Co-Investment Transaction for all
purposes and be subject to the other conditions set forth in the
application.
    9. The Independent Trustees of each Regulated Entity will be
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by other Regulated Entities or Affiliated Investors
that a Regulated Entity considered but declined to participate in, so
that the Independent Trustees may determine whether all investments
made during the preceding quarter, including those investments which
the Regulated Entity considered but declined to participate in, comply
with the conditions of the Order. In addition, the Independent Trustees
will consider at least annually the continued appropriateness for such
Regulated Entity of participating in new and existing Co-Investment
Transactions.
    10. Each Regulated Entity will maintain the records required by
section 57(f)(3) of the Act as if each of the Regulated Entities were a
BDC and each of the investments permitted under these conditions were
approved by the Required Majority under section 57(f) of the Act.
    11. No Independent Trustee of a Regulated Entity will also be a
trustee, director, general partner, managing member or principal, or
otherwise an ``affiliated person'' (as defined in the Act) of any
Affiliated Investor.
    12. The expenses, if any, associated with acquiring, holding or
disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any
such securities registered for sale under the Securities Act) shall, to
the extent not payable by the Advisors under their respective advisory
agreements with the Regulated Entities and the Affiliated Investors, be
shared by the Regulated Entities and the Affiliated Investors in
proportion to the relative amounts of the securities held or to be
acquired or disposed of, as the case may be.
    13. Any transaction fee (including break-up or commitment fees but
excluding brokers' fees contemplated by section 17(e) or section 57(k)
of the Act, as applicable) \15\ received in connection with a Co-
Investment Transaction will be distributed to the participating
Regulated Entities and Affiliated Investors on a pro rata basis based
on the amount they invested or committed, as the case may be, in such
Co-Investment Transaction. If any transaction fee is to be held by an
Advisor pending consummation of the transaction, the fee will be
deposited into an account maintained by the Advisor at a bank or banks
having the qualifications prescribed in section 26(a)(1) of the Act,
and the account will earn a competitive rate of interest that will also
be divided pro rata among the participating Regulated Entities and
Affiliated Investors based on the amount they invest in the Co-
Investment Transaction. None of the other Regulated Entities,
Affiliated Investors, the Advisors nor any affiliated person of the
Regulated Entities or the Affiliated Investors will receive additional
compensation or remuneration of any kind as a result of or in
connection with a Co-Investment Transaction (other than (a) in the case
of the Regulated Entities and the Affiliated Investors, the pro rata
transaction fees described above and fees or other compensation
described in condition 2(c)(iii)(C) and (b) in the case of the
Advisors, investment advisory fees paid in accordance with the
Regulated Entities' and the Affiliated Investors' investment advisory
agreements).
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    \15\ Applicants are not requesting and the Commission is not
providing any relief for transaction fees received in connection
with any Co-Investment Transaction.
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    14. The Advisors to the Regulated Entities and Affiliated Investors
will maintain written policies and procedures reasonably designed to
ensure compliance with the foregoing conditions. These policies and
procedures will require, among other things, that each of the Advisors
to each Regulated Entity will be notified of all Potential Co-
Investment Transactions that fall within a Regulated Entity's then-
current Objectives and Strategies and will be given sufficient
information to make its independent determination and recommendations
under conditions 1, 2(a), 7 and 8.
    15. If the Holders own in the aggregate more than 25 percent of the
shares of a Regulated Entity, then the Holders will vote such shares in
the same percentages as the Regulated Entity's other shareholders (not
including the Holders) when voting on (1) the election of directors or
trustees; (2) the removal of one or more directors or trustees; or (3)
any other matter under either the Act or applicable State law affecting
the Board's composition, size or manner of election.
    16. Each Regulated Entity's chief compliance officer, as defined in
Rule 38a-1(a)(4), will prepare an annual report for its Board that
evaluates (and documents the basis of that evaluation) the Regulated
Entity's compliance with the terms and conditions of the application
and the procedures established to achieve such compliance.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-13910 Filed 6-29-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 195 (Tuesday, October 9, 2018)]
[Notices]
[Pages 50715-50718]
[FR Doc No: 2018-21786]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84339; File No. SR-ISE-2018-81]

Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Establish New
Pricing for Flash Orders

October 2, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on September 18, 2018, Nasdaq ISE, LLC (``ISE'' or ``Exchange'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II, and III, below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to establish new pricing for Flash Orders
within Section I of the Schedule of Fees and eliminate Section IV.G. of
the Exchange's Schedule of Fees.
    The text of the proposed rule change is available on the Exchange's
website at http://ise.cchwallstreet.com/, at the principal office of
the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to establish new fees for Flash Orders \3\ on
ISE and remove the current pricing at Section IV.G of the Exchange's
Schedule of Fees applicable to Flash Orders. The Exchange is proposing
to relocate its pricing for Flash Orders within Section I, entitled
``Regular Order Fees and Rebates.'' The Exchange also proposes to amend
the Flash Order definition in the Preface of the Schedule of Fees. The
Exchange proposes to reserve Section IV.G.
---------------------------------------------------------------------------

    \3\ Nasdaq ISE's Schedule of Fees currently defines a ``Flash
Order'' as an order that is exposed at the National Best Bid and
Offer by the Exchange to all Members for execution prior to routing
the order to another exchange or cancelling it, as provided under
Supplementary Material .02 to ISE Rule 1901.
---------------------------------------------------------------------------

Definition of a Flash Order
    The Exchange proposes to add further detail to the definition of
Flash Orders within the Preface of the Schedule of Fees to indicate the
applicability of the pricing. Today, the Exchange assesses the
applicable ``Taker'' Fee for the initiation of a Flash Order and does
not asses any ``Maker'' Fee for responses.\4\ The Exchange proposes to
amend the definition of the term Flash Order by stating, unless
otherwise noted in Section I pricing, Flash Orders will be assessed the
applicable ``Taker'' Fee for the initiation of a Flash Order and will
be paid/assessed the applicable ``Maker'' Rebate/Fee for responses.\5\
The Exchange believes that adding this language will make clear what
fee or rebate applies when an order initiates a Flash Order and when an
order responds to a Flash Order.
---------------------------------------------------------------------------

    \4\ However, the Exchange would pay any rebate offered in its
Schedule of Fees. Today, the Maker Rebate is offered to Market
Makers that qualify for the Market Maker Plus Tier.
    \5\ The Market Maker would not be assessed the $0.10 per
contract Section I Maker Fee where the Market Maker participates in
the Market Maker Plus program. A Market Maker would be assessed the
$0.10 per contract fee in symbols where the Market Maker is not
quoting. If the Market Maker executed a Flash Order contra a
Priority Customer, the Market Maker would qualify for the $0.05
credit in addition to any Market Maker Plus tier rebate.
---------------------------------------------------------------------------

    The Exchange believes that Flash Orders, which initiate auctions,
should be treated as ``Taker'' because the Member would be removing
liquidity on ISE in the event the Member's interest was exposed as a
Flash Order. A Member responding to a Flash Order would therefore be
providing liquidity when executing against the Flash Order and
therefore should be assessed a

Maker Fee. The Exchange believes that Flash Orders encourage Members to
price orders fairly to obtain a local execution on ISE.
Section 1 Amendments
    The Exchange proposes to eliminate the Flash Order pricing within
Section IV. G of the Schedule of Fees and relocate and amend its
current Flash Order pricing within Section I of the Schedule of Fees.
    The Exchange proposes to memorialize that any market participant's
order that initiates a Flash Order will be assessed the appropriate
Taker Fee in Section I of the Schedule of Fees.\6\ The Exchange also
proposes a new fee such that a market participant responding to a Flash
Order will be paid/assessed the appropriate Maker Rebate \7\/Fee in
Section I of the Schedule of Fees.\8\ The Exchange proposes to pay a
credit of $0.05 per contract to a market participant responding to a
Flash Order in a Select or Non-Select Symbol contra a Priority
Customer. The Exchange notes that the $0.05 per contract credit would
be paid in addition to the discounted Market Maker tiers in Section
IV.D, as is the case today and any Market Maker Plus rebates would also
be paid.
---------------------------------------------------------------------------

    \6\ For Select Symbols the Taker Fee is currently $0.45 per
contract for Market Makers, $0.46 per contract for Non-Nasdaq ISE
Market Maker (FarMM), Firm Proprietary/Broker-Dealer and
Professional Customer and $0.44 per contract for Priority Customer,
except in SPY, QQQ, IWM and VXX where the fee shall be $0.40 per
contract. For Non-Select Symbols the Taker Fee would be $0.25 per
contact for Market Maker, subject to tier discounts in Section IV.D
of the Schedule of Fees, $0.20 per contract for Market Maker orders
sent by an Electronic Access Member, $0.72 per contract for a Non-
Nasdaq ISE Market Maker (FarMM), Firm Proprietary/Broker-Dealer and
Professional Customer Priority Customers are assessed no transaction
Taker Fee in Non-Select Symbols.
    \7\ See note 4 above.
    \8\ For Select Symbols the Maker Fee is currently $0.10 per
contract for Market Makers, except that (i) Market Makers that
qualify for Market Maker Plus will not pay this fee if they meet the
applicable tier thresholds set forth in the table within Section I
of the Schedule of Fees and will instead receive a rebate based on
the applicable tier for which they qualify; (ii) no fee will be
charged or rebate provided when trading against non-Priority
Customer Complex Orders that leg into the regular order book; and
(iii) $0.15 per contract fee applies instead of the applicable fee
or rebate when trading against Priority Customer Complex Orders that
leg into the regular order book, $0.10 per contract for Non-Nasdaq
ISE Market Maker (FarMM), except that a $0.15 per contract fee
applies instead of the applicable fee or rebate when trading against
Priority Customer complex orders that leg into the regular order
book, $0.10 per contract for Firm Proprietary/Broker-Dealer and
Professional Customer and no fee for Priority Customer. For Non-
Select Symbols the Maker Fee would be $0.25 per contact for Market
Maker, subject to tier discounts in Section IV.D of the Schedule of
Fees, $0.20 per contract for Market Maker orders sent by an
Electronic Access Member, $0.72 per contract for a Non-Nasdaq ISE
Market Maker (FarMM), Firm Proprietary/Broker-Dealer and
Professional Customer Priority Customers are assessed no transaction
Maker Fee in Non-Select Symbols.
---------------------------------------------------------------------------

    Today, all market participants are being assessed a Taker Fee.
Today, no market participant responding to a Flash Order is assessed a
Maker Fee in Section I. Today a credit of $0.05 per contract is paid to
a market participant trading against a Priority Customer, Professional
Customer or Preferenced Priority Customer \9\ in a Select Symbol or a
Professional Customer in a Non-Select Symbol. With this proposal, Taker
Fees would continue to be assessed to a market participant's order that
initiates a Flash Order. With this proposal, a Maker Fee would be
assessed to all market participants responding to a Flash Order, except
a Priority Customer.\10\ With this proposal, market participants
executing against a Professional Customer in a Non-Select Symbol would
no longer be paid a $0.05 per contract credit. The $0.05 per contract
credit would now be paid to market participants that executed against
Priority Customers in Select and Non-Select Symbols, in addition to the
discounted Market Maker tiers in Section IV.D. The Exchange proposes to
add language to make this clear in the Schedule of Fees within note 6.
The Exchange proposes to add a new note 17 and state, ``A market
participant's order which initiates a Flash Order will be assessed the
appropriate Taker Fee in Section I. Market participants responding to a
Flash Order will be paid/assessed the appropriate Maker Rebate/Fee in
Section I. In addition to aforementioned fees, a credit of $0.05 per
contract will be paid to a market participant responding to a Flash
Order in a Select or Non-Select Symbols which executes contra a
Priority Customer.''
---------------------------------------------------------------------------

    \9\ Credit applies to a Nasdaq ISE Market Maker when trading
against a Priority Customer order that is preferenced to that Market
Maker.
    \10\ Priority Customers are not assessed Maker Fee within
Section I today.
---------------------------------------------------------------------------

    The Exchange believes that the proposal will bring more clarity to
the Schedule of Fees with respect to Flash Orders. Also, the Exchange's
proposal is intended to incentivize all ISE Members initiate or respond
to a Flash Order contra a Priority Customer by submitting interest on
ISE.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\11\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\12\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees, and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

Definition of a Flash Order
    The Exchange's proposal to amend the definition of Flash Orders
within the Preface is reasonable because it will add greater
transparency to the applicability of the fees. The Exchange believes
that indicating how the Exchange will apply Maker or Taker Fees to
Flash Orders will bring greater transparency to the manner in which
these fees are assessed. This amendment is equitable and not unfairly
discriminatory as the Exchange will uniformly assess the Maker and
Taker Fees in Section I as described in the Flash Orders definition to
Members that either initiate or respond to the Flash Order.
    The Exchange believes that Flash Orders, which initiate auctions,
should be treated as ``Taker'' because the Member would be removing
liquidity on ISE in the event the Member's interest was exposed as a
Flash Order. A Member responding to a Flash Order would therefore be
providing liquidity when executing against the Flash Order and
therefore should be assessed a Maker Fee. The Exchange believes that
Flash Orders encourage Members to price orders fairly to obtain a local
execution on ISE.
Section 1 Amendments
    The Exchange's proposal to eliminate Flash Order pricing within
Section IV.G of the Schedule of Fees and relocate and amend its current
Flash Order pricing within Section I of the Schedule of Fees is
reasonable. The Exchange's proposal will uniformly pay a credit of
$0.05 per contract to any market participant responding to a Flash
Order in a Select or Non-Select Symbol which executes contra a Priority
Customer. Today, the Exchange pays a credit of $0.05 per contract in
certain circumstances such as when trading against a Priority Customer
or a Professional Customer or a Preferenced Priority Customer \13\ in a
Select Symbol. Also, a $0.05 per contract credit is paid when trading
against a Professional Customer in a Non-Select Symbol. Although the
Exchange would not pay a credit of $0.05 per contract to a market
participant trading against a Professional Customer in a Select Symbol
or a Non-Select Symbol, the

Exchange would uniformly pay all market participants a $0.05 per
contract credit when transacting a Flash Order in either a Select or
Non-Select Symbol, provided that the contra-side to the transaction is
a Priority Customer. The Exchange does not believe that it is unfairly
discriminatory to pay a credit only when trading against a Priority
Customer Order and not paying a credit when transacting contra a
Professional Customer because Professional Customers, unlike Priority
Customers, have access to sophisticated trading systems that contain
functionality not available to Priority Customers. Also, Professional
Customers have the same technological and informational advantages as
broker-dealers trading for their own account. The Exchange believes
that Professional Customers, who are considered sophisticated
algorithmic traders effectively compete with Market Makers and broker-
dealers \14\ without the obligations of either.
---------------------------------------------------------------------------

    \13\ Today, the credit applies to a Nasdaq ISE Market Maker when
trading against a Priority Customer order that is preferenced to
that Market Maker.
    \14\ Broker-Dealers pay registration and membership fees in
self-regulatory organizations (``SRO'') and incur costs to comply
and assure that their associated persons comply with the Act and SRO
rules.
---------------------------------------------------------------------------

    Also, the Exchange would now begin to assess a Maker Fee to all
market participants responding to a Flash Order, except Priority
Customers. While the Exchange would now assess Maker Fees if responding
to a Flash Order, market participants also have the opportunity with
this proposal to receive a $0.05 per contract credit for responding to
a Priority Customer in Non-Select Symbols. The Exchange believes that
assessing the Maker Fee is reasonable because the Exchange believes
that there is more opportunity to earn a credit. The Exchange notes
that Priority Customers are assessed no Maker Fee. The Exchange does
not believe that it is unfairly discriminatory to not assess Priority
Customers a Maker Fee because Priority Customer liquidity enhances
liquidity on the Exchange for the benefit of all market participants by
providing more trading opportunities, which attracts Market Makers. The
Exchange's proposal to eliminate Flash Order pricing within Section
IV.G of the Schedule of Fees and relocate and amend its current Flash
Order pricing within Section I of the Schedule of Fees is equitable and
not unfairly discriminatory. Although the Exchange would not pay a
credit of $0.05 per contract to a market participant trading against a
Professional Customer in a Select Symbol or a Professional Customer in
a Non-Select Symbol, the Exchange would uniformly pay all market
participants a $0.05 per contract credit when transacting a Flash Order
in either a Select or Non-Select Symbol, provided that the contra-side
to the transaction is a Priority Customer. The Exchange believes that
it is equitable and not unfairly discriminatory to assess market
participants who respond to a Flash Order a Section I Maker Fee because
the Exchange would be uniformly assessing the fee uniformly to all
market participants. The Exchange does not believe that it is unfairly
discriminatory to pay a credit only when trading against a Priority
Customer Order and not another type of market participant because
unlike other order flow, Priority Customer Order flow enhances
liquidity on the Exchange for the benefit of all market participants by
providing more trading opportunities, which attracts Market Makers. The
Exchange believes that the proposed changes provide all market
participants that trade on ISE an opportunity to earn an additional
rebate when executing against Priority Customer Orders.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange is amending
existing Flash Order pricing to more uniformly apply this pricing to
all market participants and therefore does not believe this proposal
will cause an undue burden on inter-market competition. The Exchange
believes that the proposed pricing remains competitive. The Exchange
notes that Professional Customers, unlike Priority Customers, have
access to sophisticated trading systems that contain functionality not
available to Priority Customers. Also, Professional Customers have the
same technological and informational advantages as broker-dealers
trading for their own account. The Exchange believes that Professional
Customers, who are considered sophisticated algorithmic traders
effectively compete with Market Makers and broker-dealers \15\ without
the obligations of either. Priority Customer liquidity enhances
liquidity on the Exchange for the benefit of all market participants by
providing more trading opportunities, which attracts Market Makers.
---------------------------------------------------------------------------

    \15\ See note 14 above.
---------------------------------------------------------------------------

    The Exchange's proposal to eliminate Flash Order pricing within
Section IV.G of the Schedule of Fees and relocate and amend its current
Flash Order pricing within Section I of the Schedule of Fees does not
impose an undue burden on competition. Although the Exchange would not
pay a credit of $0.05 per contract to a market participant trading
against a Professional Customer in a Select Symbol or a Non-Select
Symbol, the Exchange would uniformly pay all market participants a
$0.05 per contract credit when transacting a Flash Order in either a
Select or Non-Select Symbol, provided that the contra-side to the
transaction is a Priority Customer. The Exchange believes that it does
not impose an undue burden on competition to assess market participants
who respond to a Flash Order a Section I Maker Fee because the Exchange
would be uniformly assessing the fee uniformly to all market
participants. The Exchange does not believe that it is unfairly
discriminatory to pay a credit only when trading against a Priority
Customer Order because this type of order flow enhances liquidity on
the Exchange for the benefit of all market participants by providing
more trading opportunities, which attracts Market Makers. The Exchange
notes that Professional Customers, unlike Priority Customers, have
access to sophisticated trading systems that contain functionality not
available to Priority Customers. Also, Professional Customers have the
same technological and informational advantages as broker-dealers
trading for their own account. The Exchange believes that Professional
Customers, who are considered sophisticated algorithmic traders
effectively compete with Market Makers and broker-dealers \16\ without
the obligations of either. Priority Customer liquidity enhances
liquidity on the Exchange for the benefit of all market participants by
providing more trading opportunities, which attracts Market Makers. The
Exchange is amending existing Flash Order pricing to provide all market
participants that trade on ISE an opportunity to earn an additional
credit in Non-Select Symbols when executing against Priority Customer
Orders.
---------------------------------------------------------------------------

    \16\ See note 14 above.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing rule change has become effective pursuant to Section

19(b)(3)(A)(ii) of the Act.\17\ 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: (i) Necessary or appropriate in the public
interest; (ii) for the protection of investors; or (iii) 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.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

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:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-ISE-2018-81 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-ISE-2018-81. 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 (http://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 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-ISE-2018-81 and should be
submitted on or before October 30, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21786 Filed 10-5-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: March 25, 2009 (Volume 74, Number 56)]
[Notices]
[Page 12918-12919]
[DOCID:fr25mr09-186]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59597; File No. SR-NYSEArca-2009-03]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving
Proposed Rule Change To Establish a Technical Original Listing Fee
Specific to Derivative Securities Products and Structured Products

March 18, 2009.

I. Introduction

    On January 23, 2009, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend its rules governing NYSE Arca, LLC, which
is the equities trading facility of NYSE Arca Equities, to adopt a
technical original listing fee applicable specifically to Derivative
Securities Products and Structured Products. Additionally, the Exchange
is removing from the NYSE Arca Schedule of Fees and Charges, a
reference to a fee waiver that was applicable only in 2007. The
proposed rule change was published in the Federal Register on February
11, 2009.\3\ The Commission received no comments on the proposal. This
order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 59364 (February 5,
2009), 74 FR 6941 (hereinafter referred to as ``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposal

    The Exchange proposes adopting a technical original listing fee of
$2,500 specifically for Derivative Securities Products and Structured
Products.\4\ Derivative Securities Products and Structured Products \5\
are currently subject to the Exchange's existing technical original
listing fee of $5,000, which is applicable to all listed securities,
except for closed-end funds. A technical original listing would occur
as a result of a change in state of incorporation, reincorporation
under the laws of the same state, reverse split stocks,
recapitalization, creation of a holding company or new company by
operation of law or through an exchange offer, or similar events
affecting the nature of a listed security. The fee applies if the
change in the company's status is technical in nature and the
shareholders of the original company receive or retain a share-for-
share interest in the new company without any change in their position
in the issuer's capital structure or rights.
---------------------------------------------------------------------------

    \4\ The $2,500 fee may include multiple issues of securities
from the same issuer on the same application.
    \5\ Derivative Securities Products and Structured Products are
defined in the NYSE Arca Schedule of Fees and Charges at notes 3 and
4. See also Notice, supra note 3. The definitions include all
Derivative Securities Products and Structured Products traded on
NYSE Arca Equities.
---------------------------------------------------------------------------

    The Exchange further proposes a non-substantive change by removing
Footnote 8 to the NYSE Arca Schedule of Fees and Charges, waiving a fee
that was applicable only in 2007 and thus no longer relevant.

III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange.
Specifically, the Commission finds that the proposal is consistent with
Section 6(b)(4) of the Act,\6\ which requires, among other things, that
the rules of an exchange provide for the equitable allocation of
reasonable dues, fees, and other charges among its members and issuers
and other persons using its facilities. The Commission also finds that
the proposal is consistent with Section 6(b)(5) of the Act,\7\ that an
exchange have rules that are designed to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and are not designed to permit unfair discrimination between
issuers.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b)(4).
    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    According to the Exchange, the existing $5,000 fee is unsuitable
for Derivative Securities Products and Structured Products, because it
is disproportionate in relation to the initial and continued listing
fees for those securities.\8\ According to the Exchange, a $2,500 fee
is more consistent with the pricing expectations of issuers for those
securities. Accordingly, the Commission believes that the Exchange's
proposed fee is reasonable, given that it will be applied consistently
to all listed securities in those classes and is consistent with the
Exchange's overall approach to pricing for Derivative Securities
Products and Structured Products.
---------------------------------------------------------------------------

    \8\ See Notice, supra note 3.
---------------------------------------------------------------------------

    Moreover, the Commission believes that charging a one time $2,500
application fee for multiple issues of securities on a single
application is appropriate in light of the general fee structure for
such products. The Commission notes that the single fee for multiple
issues of securities applies equally to all Derivative Securities
Products and Structured Products. Finally, the Commission also believes
that it is appropriate to delete an obsolete reference to a fee waiver
that expired in 2007.
    For the foregoing reasons, the Commission agrees that the proposed
rule change does not constitute an inequitable allocation of reasonable
dues, fees and other charges and does not permit unfair discrimination
between issuers, and is generally consistent with the Act.\9\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b)(4). In approving the proposed rule change,
the Commission has considered the proposed rule's impact in
efficiency, competition and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\10\ that the proposed rule change (SR-NYSEArca-2009-03) be, and it
hereby is, approved.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-6464 Filed 3-24-09; 8:45 am]

BILLING CODE 8010-01-P


B 1 APPENDIX B EMISSION MODIFICATION FACTORS FOR COAL FIRED UNITS Mercury concentrations in the flue gas of coal fired steam electric units are often lower than the concentration levels contained in the coals that they burn. This occurs because some types of boilers decrease the amount of mercury entering the flue gas, or because of the pollution control equipment already installed in the units. Different boiler and pollution control equipment configurations lead to different changes in mercury emissions in the flue gas. EPA has calculated emission modification factors ( EMFs) that reflect these changes. The EMFs are calculated by dividing the amount of mercury exiting either the boiler or the air pollution control device by the amount of mercury entering the boiler, or control device. Mercury emissions from coal at specific boilers are, therefore, calculated by multiplying the calculated inlet mercury concentrations in coal by the EMFs that fit a particular boiler/ pollution control configuration ( EPA, 1998).

EPA's Report to Congress on hazardous air pollutant ( HAP) emissions ( HAP Study; EPA, 1998) 1 developed EMFs for specific boiler configurations and air pollution control devices, based on actual mercury emissions test data. The EMFs for coal fired boiler configurations, used in the IPM mercury analyses, are shown in Exhibit B1.

Exhibit B1 Emission Modification Factors for Coal fired Boiler Configurations Boiler Type EMFs1 Circulating Fluidized Bed 1.000 Cyclone fired boiler with wet bottom 0.930 Front fired boiler with dry bottom 0.940 Front fired boiler with wet bottom2 0.918 Opposed fired boiler with dry bottom 0.410 Tangentially fired boiler with dry bottom 0.810 Htangentially fired boiler with dry bottom 1.000 Vertically fired boiler with dry bottom 0.780 1 The 1994 EMFs were used, when the HAP Study reported separate EMFs for 1990 and 1994. 2 The EMF for this boiler configuration was obtained from the Mercury Study Report to Congress ( Mercury Study; EPA, 1997), 2 as the HAP Study has not developed an EMF for this particular boiler configuration. Source: EPA ( 1997, 1998)

1 EPA. 1998. Study of Hazardous Air Pollutant Emissions from Electric Utility Steam Generating Units   Final Report to Congress. Volumes I and II. Office of Air Quality Planning and Standards. U. S. Environmental Protection Agency. EPA 453/ R 98 004a &  004b. February 1998. 2 EPA. 1997. Mercury Study Report to Congress. Volume II: An Inventory of Anthropogenic Mercury missions in the United States. Office of Air Quality Planning and Standards and Office of Research and Development. U. S. Environmental Protection Agency. EPA 452/ R 97 004. December 1997. B 2 The EMFs for pollution control equipment, used in the IPM mercury analyses, are shown in Exhibit B2.

Exhibit B2 Emission Modification Factors for Pollution Control Devices Pollution Control Device EMFs FGD Scrubber 0.660 Fabric Filter 0.560 Cold side ( CS), Electro static Precipitator ( ESP) 0.680 Hot side ( HS), Electro static Precipitator ( ESP) 1.000 Particulate Matter Scrubber 0.960 No Control 1.000 Source: EPA ( 1998)

For a boiler configuration, with one or more air pollution control devices, the EMFs are used as multiplicative factors ( i. e., the EMFs of the individual boiler configurations and the control devices are multiplied). For example, in the case of an opposed fired boiler, with a dry bottom, and with a cold side, ESP and a fabric filter, the mercury emission reductions occur in three stages, which are described below.

Suppose that coal with one pound of mercury per trillion BTUs is fired in the opposed fired boiler, with dry bottom.   First, the boiler configuration ( i. e., opposed fired boiler with dry bottom) reduces the mercury emissions to 0.41 lbs (= 1 lb * 0.41), which indicates a mercury removal efficiency of 59% (= 1  0.41).   Second, the cold side, ESP further reduces those mercury emissions to 0.28 lbs (= 0.41 lbs * 0.68), which indicates a combined mercury removal efficiency of 72% (= 1  0.28).   Third, the fabric filter reduces the remaining mercury emissions to 0.16 lbs (= 0.28 lbs * 0.56), which indicates the total mercury removal efficiency of 84% (= 1  0.16). The combined EMF is, therefore, calculated as follows: EMF for an Opposed fired boiler with dry bottom * EMF for a cold side, ESP * EMF for a fabric filter ( 0.41 * 0.68 * 0.56= 0.156 )

The HAP Study does not report EMFs for all boiler configurations and air pollution control devices used in the IPM mercury analyses. Therefore, for the purposes of this study, EPA developed EMFs for those boiler configurations and control devices for which HAP Study does not contain data, using the mapping schemes outlined in Exhibits B3 and B4. B 3 Exhibit B3 Default EMFs for Other Boiler Configurations Boiler Type Default Boiler Configurations EMF AFBDRY Circulating Fluidized Bed 1.000 ARCHDRY Vertically fired boiler with dry bottom 0.780 ARCHWET Vertically fired boiler with dry bottom 0.780 CFBDRY Circulating Fluidized Bed 1.000 REARDRY Front fired boiler with dry bottom 0.940 STOKER/ SPRDRY Unknown   ( 1) Tangentially fired with dry bottom, if the boiler came on line before 1980 ( 2) Opposed fired with dry bottom, if the boiler came on line in 1980 or after 0.810 0.410 OTHERDRY Front fired with dry bottom 0.940 TANGENTIALWET Tangentially fired boiler with dry bottom 0.810 UNKNOWN Unknown   ( 1) Tangentially fired with dry bottom, if the boiler came on line before 1980 ( 2) Opposed fired with dry bottom, if the boiler came on line in 1980 or after 0.810 0.410 VERTICALWET Vertically fired boiler with dry bottom 0.780 Exhibit B4 Default EMFs for Other Air Pollution Control Devices Pollution Control Device Default Pollution Control Device EMF Particulate Control Device  Unknown Cold side, ESP 0.680 ESP Cold side, ESP 0.680 WS Particulate Matter Scrubber 0.960 DRYSCRUB FGD Scrubber 0.660 WETSCRUB FGD Scrubber 0.660


[Federal Register: May 18, 2007 (Volume 72, Number 96)]
[Notices]
[Page 28040]
[DOCID:fr18my07-51]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP00-305-032]

CenterPoint Energy--Mississippi River Transmission Corporation;
Notice of Negotiated Rate

May 14, 2007.
    Take notice that on April 27, 2007, CenterPoint Energy--Mississippi
River Transmission Corporation (MRT) tendered for filing an amended
negotiated rate agreement for Rate Schedule PALS service between MRT
and CenterPoint Energy Services, Inc. MRT requests that the Commission
accept and approve the transaction to be effective May 1, 2007.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211 and 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed in accordance with the provisions of
Section 154.210 of the Commission's regulations (18 CFR 154.210).
Anyone filing an intervention or protest must serve a copy of that
document on the Applicant. Anyone filing an intervention or protest on
or before the intervention or protest date need not serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible online at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Philis J. Posey,
Deputy Secretary.
 [FR Doc. E7-9622 Filed 5-17-07; 8:45 am]

BILLING CODE 6717-01-P