[Federal Register Volume 88, Number 212 (Friday, November 3, 2023)]
[Notices]
[Pages 75578-75580]
[FR Doc No: 2023-24327]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. AD23-9-000]

Reliability Technical Conference; Second Supplemental Notice of
Technical Conference

    As announced in the Notice of Technical Conference issued in this
proceeding on August 3, 2023, the Federal Energy Regulatory Commission
(Commission) will convene its annual Reliability Technical Conference
in the above-referenced proceeding on Thursday, November 9, 2023, from
approximately 9:00 a.m. to 5:00 p.m. Eastern time. The conference will
include Commissioner-led and staff-led panels. The conference will be
held in-person at the Commission's headquarters at 888 First Street NE,
Washington, DC 20426 in the Commission Meeting Room.
    The purpose of this conference is to discuss policy issues related
to the reliability and security of the Bulk-Power System. The
conference will also discuss the impact of the Environmental Protection
Agency's proposed rule under section 111 of the Clean Air Act on
electric reliability.\1\
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    \1\ New Source Performance Standards for Greenhouse Gas
Emissions from New, Modified, and Reconstructed Fossil Fuel-Fired
Electric Generating Units; Emission Guidelines for Greenhouse Gas
Emissions from Existing Fossil Fuel-Fired Electric Generating Units;
and Repeal of the Affordable Clean Energy Rule, 88 FR 33,240
(proposed May 23, 2023) (to be codified at 40 CFR part 60).
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    While the conference is not for the purpose of discussing any
specific matters before the Commission, some panel discussions may
involve issues raised in proceedings that are currently pending before
the Commission. These proceedings include, but are not limited to:

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

------------------------------------------------------------------------
Complaint of Michael Mabee.............  Docket No. EL21-99-000.
PJM Interconnection, L.L.C.............  Docket Nos. ER24-99-000, ER24-
                                          98-000.
N. Am. Electric Reliability Corp.......  Docket No. RR23-1-000.
Midcontinent Independent System          Docket No. ER23-2977-000, ER22-
 Operator, Inc.                           1640-000.
Southwest Power Pool, Inc..............  Docket No. ER22-1697-000.
------------------------------------------------------------------------

    The conference will be open for the public to attend, and there is
no fee for attendance. Information on this technical conference will
also be posted on the Calendar of Events on the Commission's website,
www.ferc.gov, prior to the event.
    The conference will also be transcribed. Transcripts will be
available for a fee from Ace Reporting,<PHONE_NUMBER>.
    Commission conferences are accessible under section 508 of the
Rehabilitation Act of 1973. For accessibility accommodations, please
send an email to [email protected], call toll-free<PHONE_NUMBER>
(voice) or<PHONE_NUMBER> (TTY), or send a fax to<PHONE_NUMBER> with
the required accommodations.
    For more information about this technical conference, please
contact Michael Gildea at [email protected] or<PHONE_NUMBER>.
For information related to logistics, please contact Sarah McKinley at
[email protected] or<PHONE_NUMBER>.

    Dated: October 30, 2023.
Debbie-Anne A. Reese,
Deputy Secretary.
[GRAPHIC] [TIFF OMITTED] TN03NO23.033

2023 Reliability Technical Conference

Docket No. AD23-9-000

November 9, 2023

9:00 a.m.--5:00 p.m.

Morning Session: Bulk Power System Reliability and the Evolving Grid

9:00-9:15 a.m. Opening Remarks and Introductions
9:15-11:00 a.m. Morning Panel 1: State of Bulk Power System Reliability
with a Focus on the Changing Resource Mix and Resource Adequacy
(Commission Led)

    The transformation of the Bulk-Power System is resulting in
significant changes to the nation's power supply portfolio. These
changes include increased penetrations of inverter-based resources, the
increased use and importance of natural gas generating units for system
balancing, and the participation of distributed energy resources.
Ensuring the adequate supply of electric energy to service loads during
peak hours and during extreme weather conditions is also becoming more
challenging in many regions of North America. This panel will explore
the current state of grid reliability, and resource and energy
adequacy, and efforts that can be undertaken to improve them.
    The panel will begin with a presentation by NERC of the findings,
conclusions, and recommendations from its annual State of Reliability
report.
    This panel may include a discussion of the following topics and
questions:
    (1) What should the Commission's top reliability priorities be for
the next one to three years? What are potential actions the Commission
could take to improve reliability regarding these priorities?
    (2) What trends and risks identified in NERC's 2023 State of
Reliability Report and the 2023 ERO Reliability Risk Priorities Report
warrant the most attention and effort?
    (3) Resource adequacy traditionally has been characterized in terms
of planning reserve margin, which assesses the excess generating
capacity required to meet peak load. NERC and industry have recently
been discussing the notion of energy adequacy, which assesses whether
there is sufficient energy--power over time--to meet customers' energy
needs. Is energy adequacy a more appropriate metric to characterize
reliability risks given the changing grid?
    (4) NERC has highlighted essential reliability services (e.g.,
frequency response, voltage control, and ramping capability) as core to
maintaining

reliable operation of the grid. How does the changing resource mix and
characteristics of load affect the needed amount and provision of these
essential reliability services? What actions, and by whom, are
necessary to ensure adequate levels of these services?
    (5) The electric grid is undergoing its most significant changes in
a century. How should reliability oversight adapt to this change? Is
the existing reliability oversight model flexible and agile enough to
help lead the change?
    (6) In recent years, reliance on natural gas as a fuel for electric
generation has steadily increased. At the Commission's recommendation,
the North American Energy Standards Board (NAESB) held forums between
August 2022 and July 2023 to discuss the growing interdependence
between the natural gas and electric sectors. NAESB issued
recommendations to enhance market coordination to address challenges
posed by this growing interdependence. Should the Commission prioritize
pursuing any specific NAESB recommendation?
    (7) Wildfires are no longer considered only a California or Western
states issue for grid reliability, as drought conditions are expanding
into additional regions including MISO, ERCOT and SPP creating further
reliability impacts. What preparations have you taken (or are you
considering) to address emerging wildfire and drought reliability risks
in your region?
    Panelists:

 James Robb, President & CEO, North American Electric
Reliability Corporation
 Nancy Bagot, Senior Vice President, Electric Power Supply
Association
 Adrianne Collins, Senior Vice President for Power Delivery,
Southern Company, on behalf of Edison Electric Institute
 Andrew Dressel, Director of Risk, Compliance & Security,
Guidehouse
 Patricia Jagtiani, Executive Vice President, National Gas
Supply Association
 Clair J. Moeller, President & COO, Midcontinent Independent
System Operator
 Abram Klein, Managing Partner, Appian Way Energy Partners
 Robert W. Bradish, Senior Vice President, Regulated
Infrastructure Investment Planning, American Electric Power
 Pam Sporborg, Director of Transmission and Market Services,
Portland General Electric

11:00-11:10 a.m. Break

11:10-12:30 p.m. Morning Panel 2: CIP Reliability Standards and the
Evolving Grid (Commission Led)

    Cybersecurity vulnerabilities and threats continue to evolve at a
pace that tests utility cybersecurity programs. These quickly evolving
threats present a challenge when assessing whether security controls,
including the CIP Reliability Standards, adequately respond to the
latest cyber risks. Most utilities and other electric sector
stakeholders with mature cybersecurity programs implement an
overarching cybersecurity program to oversee all aspects of their
cybersecurity activities, including identification of the assets to be
protected, staffing, technology selection and procurement, and
compliance with the CIP Reliability Standards. However, ongoing and
anticipated changes to the interconnected electric grid, such as the
shift in the types of energy sources used to generate electricity may
disrupt cyber programs. Utilities are digitizing their grids while
managing an increasing number of grid-connected devices. As a
consequence, utilities require more advanced tools to process and
analyze large amounts of data for grid planning, operations, and
security. These changes are also leaving uncertainty as to where these
digital assets will fit into the cybersecurity regulatory framework and
what tools can be used to effectively manage them or even what the
future may bring as cyberattacks continue to grow in sophistication.
This panel will discuss how the evolving grid affects cybersecurity,
the CIP Reliability Standards and compliance, as well as best
practices; the challenges of implementing appropriate oversight; and
ways in which industry can address these challenges to improve its
response to evolving vulnerabilities and threats to reduce the risk to
the Bulk-Power System.
    (1) Discuss the primary security issues facing electric utilities
and describe the prioritization of resources and investment. What are
some lessons learned and best practices?
    (2) With regard to evolving cyber threats, describe how your
cybersecurity program identifies and responds to such conditions. When
responding, how do you assess the risk posed to your systems by the
threats?
    (3) Describe the benefits and challenges of implementing and
maintaining a cybersecurity program as the resource mix continues to
evolve. How does this program interact with actions to comply with the
CIP Reliability Standards? How does such a program help to identify and
prioritize security concerns, and what actions are taken to address
those concerns, including the application of best practices?
    (4) Describe how supply chain security and the use of third-party
systems, such as cloud services, are addressed in your risk assessments
and implemented in the cybersecurity program. What concerns still exist
related to supply chain and third-party systems?
    (5) What additional actions can the Commission, NERC, and industry
take to further protect the grid from security threats, both physical
and cyber?
    Panelists:

 Scott Aaronson, Vice President of Security and Preparedness,
Edison Electric Institute
 Jason Blake, President & CEO, SERC
 Manny Cancel, Senior Vice President & CEO, Electricity
Information Sharing and Analysis Center
 Joseph Mosher, Portfolio Manager, EDF Renewables
 Rudolf Pawul, Vice President of Information & Cyber Security
Services, ISO New England
 Maggy Powell, Security Assurance for Power & Utility Sector,
Amazon Web Services
 Jonathan Tubb, Director of Industrial Cyber Security for North
America, Siemens Energy

12:30--1:15 p.m. Lunch Break

Afternoon Session: Reliability Implications of EPA's Proposed Rule on
``Greenhouse Gas Standards and Guidelines for Fossil Fuel-Fired Power
Plants''

    On May 23, 2023 the EPA issued a notice of proposed rulemaking
under section 111 of the Clean Air Act. Several comments submitted to
EPA on the proposed rule indicated that implementation of the proposal
would affect electric reliability. The afternoon panels will discuss
the possible reliability impacts of the rule and possible mitigations.

1:15-2:15 p.m. Afternoon Panel 1: EPA Presentation of EPA Section 111
Proposed Rule (Commission Led)

    Joseph Goffman, Principal Deputy Assistant Administrator for the
Office of Air and Radiation (OAR), Environmental Protection Agency
(EPA), accompanied by EPA staff, will provide an overview of the
Section 111 Proposed Rule, and highlight specific issues relevant to
the reliable operation of the electric system.

2:15-4:50 p.m. Afternoon Panels 2 and 3: Discussion of the Proposed
Rule (Staff Led)
    Afternoon Panels 2 and 3 will present perspectives on reliability
aspects of the

proposed rule, followed by an opportunity for questions and answers.
Panelists for both Panels 2 and 3 should be prepared to discuss the
following topics and questions:
    (1) Will the rule, if implemented as proposed, affect electric
reliability? In what ways?
    (2) What tools and processes should the Commission, other federal
and state agencies, and industry consider in order to implement the
proposed rule? What authority should the Commission and other federal
and state agencies have in order to address potential reliability
issues that could arise during implementation of the proposed rule?
    (3) What existing processes for coordination will enable federal
and state agencies, planning entities, and industry stakeholders to
share ongoing developments relevant to the implementation of the
proposed rule?
    (4) What specific tools are currently available to agencies to
consider impacts to retail consumers? Are there additional tools that
should be developed to consider these issues?

2:15--3:30 p.m. Electric Industry Stakeholders Panel

    Panelists:
 Michael Bryson, Senior Vice Presisdent of Operations, PJM
Interconnection
 Susan Tierney, Senior Advisor, Analysis Group
 Anthony Campbell, President & CEO, East Kentucky Power
Cooperative on behalf of NRECA and East Kentucky Power Cooperative
 Emily Fisher, Executive Vice President for Clean Energy &
General Counsel, Edison Electric Institute
 Ric O'Connell, Executive Director, GridLab
 Bobby Olsen, Associate General Manager, SRP on behalf of Large
Public Power Council
 Michelle Bloodworth, President & CEO, America's Power
3:30-3:40 p.m. Break
3:40-4:50 p.m. Regional, State, and Local Regulatory Entities Panel
    Panelists:

 Julie Fedorchak, Commissioner, North Dakota Public Service
Commission
 Miles E. Keogh, Executive Director, National Association of
Clean Air Agencies
 Mary Throne, Chairman, Wyoming Public Service Commission and
Western Interconnection Regional Advisory Board
 Will Toor, Executive Director, Colorado Energy Office
 Jehmal Hudson, Commissioner, Virginia State Corporation
Commission
4:50-5:00 p.m. Closing Remarks
[FR Doc. 2023-24327 Filed 11-2-23; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 77, Number 242 (Monday, December 17, 2012)]
[Notices]
[Page 74737]
[FR Doc No: 2012-30248]

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DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

[Docket Number FRA-2010-0091]

Petition for Waiver of Compliance

    In accordance with Part 211 of Title 49 Code of Federal Regulations
(CFR), this document provides the public notice that by a document
dated October 26, 2012, the Port Manatee Railroad (PMRR) has petitioned
the Federal Railroad Administration (FRA) for an extension of its
waiver of compliance from certain provisions of the Federal hours of
service laws contained at 49 U.S.C. 21103(a)(4). FRA assigned the
petition Docket Number FRA-2010-0091.
    In their petition, PMRR seeks relief from 49 U.S.C. 21103(a)(4),
which in part requires a train employee to receive 48 hours off duty
after initiating on-duty periods for 6 consecutive days. Specifically,
PMRR seeks an extension of the waiver to allow a train employee to
initiate on-duty periods for 6 consecutive days followed by 24 hours
off-duty. In support of its request, PMRR explained that it is a small
marine terminal switching railroad with only seven train employees, and
that switching operations are always performed within the confines of
Port Manatee, which consists of slow speed yard tracks. Additionally,
PMRR argues that when its covered service employees are off duty they
return to their residences, and are never required to deadhead or
receive rest at lodging facilities as part of their railroad service.
    A copy of the petition, as well as any written communications
concerning the petition, is available for review online at
www.regulations.gov and in person at the U.S. Department of
Transportation's Docket Operations Facility, 1200 New Jersey Ave. SE.,
W12-140, Washington, DC 20590. The Docket Operations Facility is open
from 9 a.m. to 5 p.m., Monday through Friday, except Federal Holidays.
    Interested parties are invited to participate in these proceedings
by submitting written views, data, or comments. FRA does not anticipate
scheduling a public hearing in connection with these proceedings since
the facts do not appear to warrant a hearing. If any interested party
desires an opportunity for oral comment, they should notify FRA, in
writing, before the end of the comment period and specify the basis for
their request.
    All communications concerning these proceedings should identify the
appropriate docket number and may be submitted by any of the following
methods:
     Web site: http://www.regulations.gov. Follow the online
instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: Docket Operations Facility, U.S. Department of
Transportation, 1200 New Jersey Avenue SE., W12-140, Washington, DC
20590.
     Hand Delivery: 1200 New Jersey Avenue, SE., Room W12-140,
Washington, DC 20590, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal Holidays.
    Communications received by January 31, 2013 will be considered by
FRA before final action is taken. Comments received after that date
will be considered as far as practicable.
    Anyone is able to search the electronic form of any written
communications and comments received into any of our dockets by the
name of the individual submitting the comment (or signing the comment,
if submitted on behalf of an association, business, labor union, etc.).
You may review DOT's complete Privacy Act Statement in the Federal
Register published on April 11, 2000 (Volume 65, Number 70; Pages
19477-78) or online at http://www.dot.gov/privacy.html.

    Issued in Washington, DC, on December 10, 2012.
Robert C. Lauby,
Deputy Associate Administrator for Regulatory and Legislative
Operations.
[FR Doc. 2012-30248 Filed 12-14-12; 8:45 am]
BILLING CODE 4910-06-P


[Federal Register Volume 77, Number 153 (Wednesday, August 8, 2012)]
[Notices]
[Pages 47442-47444]
[FR Doc No: 2012-19366]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30160; 812-13964]

BlackRock Preferred Partners LLC, et al.; Notice of Application

August 2, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (the ``Act'') for an exemption from sections 18(c)
and 18(i) of the Act and for an order pursuant to section 17(d) of the
Act and rule 17d-1 under the Act.

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SUMMARY:  Summary of Application: Applicants request an order to permit
certain registered closed-end management investment companies to issue
multiple classes of shares and to impose asset-based distribution and
service fees and contingent deferred sales loads (``CDSCs'').
    Applicants: BlackRock Preferred Partners LLC (the ``Fund''),
BlackRock Advisors, LLC (the ``Adviser'') and BlackRock Investments,
LLC (the ``Distributor'').

DATES:  Filing Dates: The application was filed on September 23, 2011,
and amended on June 22, 2012.
    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 writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on August 27, 2012, and should be accompanied by proof of
service on the applicants, in the form of an affidavit, or, for
lawyers, a certificate of service. Hearing requests should state the
nature of the writer's interest, the reason for the request, and the
issues contested. Persons who wish to be notified of a hearing may
request notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090; Applicants, c/o Janey Ahn, Esq.,
BlackRock Advisors, LLC, 55 East 52nd Street, New York, New York 10055.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at
(202) 551-6868 or Daniele Marchesani, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Office of Investment Company
Regulation).

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

Applicants' Representations

    1. The Fund is a continuously offered non-diversified closed-end
management investment company registered under the Act and organized as
a Delaware limited liability company. The Adviser is registered as an
investment adviser under the Investment Advisers Act of 1940 and serves
as investment adviser to the Fund. The Distributor, a broker-dealer
registered under the Securities Exchange Act of 1934, acts as principal
underwriter to the Fund. The Distributor is under common control with
the Adviser and is an affiliated person, as defined in section 2(a)(3)
of the Act, of the Adviser.
    2. The Fund continuously offers its limited liability company
interests (``Units'') to the public pursuant to a registration
statement under the Securities Act of 1933. The Units of the Fund are
not listed on any securities exchange and are not traded on an over-
the-counter system such as NASDAQ. Applicants do not expect that any
secondary market will develop for the Units.
    3. The Fund currently offers an initial class of Units (``Initial
Class'') at net asset value subject to a front-end sales load and an
ongoing asset-based distribution fee and proposes to offer multiple
classes of Units. The Fund would offer new Unit classes (``New Class'')
at net asset value and may also charge a front-end sales load and an
annual service and/or distribution fee. The Fund intends to continue to
offer Initial Class Units, subject to minimum purchase requirements.
    4. In order to provide a degree of liquidity to members
(``Members''), the Fund may from time to time offer to repurchase Units
at net asset value in accordance with rule 13e-4 under the Exchange Act
of 1934 Act, as amended (the ``1934 Act'').\1\ A Fund will repurchase
Units at the times, in the amounts and on the terms as may be
determined by the Board of Directors (``Board'') of the Fund in its
sole discretion. The Adviser expects to recommend ordinarily that the
Board authorize each Fund to offer to repurchase Units from Members
quarterly.
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    \1\ For the Initial Class, a 2% early repurchase fee will be
charged to any Member that tenders its Units to the Fund in
connection with a tender offer with a valuation date that is prior
to the business day immediately preceding the one-year anniversary
of the Member's purchase of the respective Units. Any early
repurchase fee, and the Fund's waiver of, scheduled variation in, or
elimination of, such early repurchase fee, will equally apply to all
Members of the Fund, within the applicable category of Members,
regardless of class, consistent with section 18 of the Act and rule
18f-3 thereunder.
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    5. Applicants request that the order also apply to any other
continuously offered registered closed-end management investment
companies existing now or in the future for which

the Adviser, the Distributor, or any entity controlling, controlled by
or under common control with the Adviser or the Distributor acts as
investment adviser or principal underwriter, and which provides
periodic liquidity with respect to its Units pursuant to rule 13e-4
under the 1934 Act (such investment companies, together with the Fund,
the ``Funds'').\2\
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    \2\ Any Fund relying on this relief in the future will do so in
a manner consistent with the terms and conditions of the
application. Applicants represent that any investment company
presently intending to rely on the requested relief is listed as an
applicant.
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    6. Applicants represent that any asset-based service and
distribution fees will comply with the provisions of rule 2830(d) of
the Conduct Rules of the National Association of Securities Dealers,
Inc. (``NASD Conduct Rule 2830'').\3\ Applicants also represent that
each Fund will disclose in its prospectus, the fees, expenses and other
characteristics of each class of Units offered for sale by the
prospectus as is required for open-end multiple class funds under Form
N-1A. The Fund will disclose fund expenses in Member reports as if it
were an open-end management investment company, and disclose any
arrangements that result in breakpoints in, or elimination of, sales
loads in its prospectus.\4\ The Fund and the Distributor will also
comply with any requirements that may be adopted by the Commission or
FINRA regarding disclosure at the point of sale and in transaction
confirmations about the costs and conflicts of interest arising out of
the distribution of open-end investment company shares, and regarding
prospectus disclosure of sales loads and revenue sharing arrangements
as if those requirements applied to the Fund and the Distributor.\5\
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    \3\ All references to NASD Conduct Rule 2830 include any
successor or replacement rule that may be adopted by the Financial
Industry Regulatory Authority (``FINRA'').
    \4\ See Shareholder Reports and Quarterly Portfolio Disclosure
of Registered Management Investment Companies, Investment Company
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring
open-end investment companies to disclose fund expenses in
shareholder reports); and Disclosure of Breakpoint Discounts by
Mutual Funds, Investment Company Act Release No. 26464 (June 7,
2004) (adopting release) (requiring open-end investment companies to
provide prospectus disclosure of certain sales load information).
    \5\ See, e.g., Confirmation Requirements and Point of Sale
Disclosure Requirements for Transactions in Certain Mutual Funds and
Other Securities, and Other Confirmation Requirement Amendments, and
Amendments to the Registration Form for Mutual Funds, Investment
Company Act Release No. 26341 (Jan. 29, 2004) (proposing release).
---------------------------------------------------------------------------

    7. The Fund will allocate all expenses incurred by it among the
various classes of Units based on the respective net assets of the Fund
attributable to each class, except that the net asset value and
expenses of each class will reflect distribution fees, service fees,
and any other incremental expenses of that class. Expenses of the Fund
allocated to a particular class of Units will be borne on a pro rata
basis by each outstanding Unit of that class. Applicants state that the
Fund will comply with the provisions of rule 18f-3 under the Act as if
it were an open-end investment company.
    8. In the event the Fund imposes a CDSC, the Applicants will comply
with the provisions of rules 6c-10, as if that rule applied to closed-
end management investment companies. With respect to any waiver of,
scheduled variation in, or elimination of the CDSC, the Fund will
comply with rule 22d-1 under the Act as if the Fund were an open-end
investment company.

Applicants' Legal Analysis

Multiple Classes of Shares
    1. Section 18(c) of the Act provides, in relevant part, that a
closed-end investment company may not issue or sell any senior security
if, immediately thereafter, the company has outstanding more than one
class of senior security. Applicants state that the creation of
multiple classes of Units of the Funds may be prohibited by section
18(c).
    2. Section 18(i) of the Act provides that each share of stock
issued by a registered management investment company will be a voting
stock and have equal voting rights with every other outstanding voting
stock. Applicants state that permitting multiple classes of Units of
the Funds may violate section 18(i) of the Act because each class would
be entitled to exclusive voting rights with respect to matters solely
related to that class.
    3. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction or any class or classes of persons,
securities or transactions from any provision of the Act, or from any
rule under the Act, if and to the extent such exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Act. Applicants request an exemption under section
6(c) from sections 18(c) and 18(i) to permit the Funds to issue
multiple classes of Units.
    4. Applicants submit that the proposed allocation of expenses and
voting rights among multiple classes is equitable and will not
discriminate against any group or class of Members. Applicants submit
that the proposed arrangements would permit the Fund to facilitate the
distribution of its Units and provide investors with a broader choice
of Member options. Applicants assert that the proposed closed-end
investment company multiple class structure does not raise the concerns
underlying section 18 of the Act to any greater degree than open-end
investment companies' multiple class structures that are permitted by
rule 18f-3 under the Act. Applicants state that each Fund will comply
with the provisions of rule 18f-3 as if it were an open-end investment
company.
CDSCs
    1. Applicants believe that the requested relief meets the standards
of section 6(c) of the Act. Rule 6c-10 under the Act permits open-end
investment companies to impose CDSCs, subject to certain conditions.
Applicants state that any CDSC imposed by the Fund will comply with
rule 6c-10 under the Act as if the rule were applicable to closed-end
investment companies. The Fund also will disclose CDSCs in accordance
with the requirements of Form N-1A concerning CDSCs as if the Fund were
open-end investment companies. Applicants further state that the Fund
will apply the CDSC (and any waivers or scheduled variations of the
CDSC) uniformly to all Members in a given class and consistently with
the requirements of rule 22d-1 under the Act.
Asset-Based Service and Distribution Fees
    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
an affiliated person of a registered investment company or an
affiliated person of such person, acting as principal, from
participating in or effecting any transaction in connection with any
joint enterprise or joint arrangement in which the investment company
participates unless the Commission issues an order permitting the
transaction. In reviewing applications submitted under section 17(d)
and rule 17d-1, the Commission considers whether the participation of
the investment company in a joint enterprise or joint arrangement is
consistent with the provisions, policies and purposes of the Act, and
the extent to which the participation is on a basis different from or
less advantageous than that of other participants.
    2. Rule 17d-3 under the Act provides an exemption from section
17(d) and rule 17d-1 to permit open-end investment companies to enter
into distribution arrangements pursuant to

rule 12b-1 under the Act. Applicants request an order under section
17(d) and rule 17d-1 under the Act to permit the Funds to impose asset-
based service and/or distribution fees. Applicants have agreed to
comply with rules 12b-1 and 17d-3 as if those rules applied to closed-
end investment companies.

Applicants' Condition

    Applicants agree that any order granting the requested relief will
be subject to the following condition:
    Applicants will comply with the provisions of rules 12b-1, 17d-3
and 18f-3 under the Act, as amended from time to time or replaced, as
if those rules applied to closed-end management investment companies,
and will comply with NASD Conduct Rule 2830, as amended from time to
time or replaced, as if that rule applied to all closed-end management
investment companies. Additionally, in the event the Fund imposes a
CDSC, the Applicants will comply with the provisions of rules 6c-10 and
22d-1 under the Act, as amended from time to time or replaced, as if
those rules applied to closed-end management investment companies, and
to the extent the Fund may determine to waive, impose scheduled
variations of, or eliminate the early repurchase fee, it will do so
consistently with the requirements of rule 22d-1 under the Act, as
amended from time to time or replaced.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-19366 Filed 8-7-12; 8:45 am]
BILLING CODE 8011-01-P