Liquid Polyphosphate Liquid Polyphosphate PAGE INTENTIONALLY LEFT BLANK Liquid Polyphosphate William C. Herz Director of Scientific Programs M E M O R A N D U M TO: Product Testing Recipient FROM: William C. Herz, Director, Scientific Programs SUBJECT: Liquid Polyphosphate Product Testing Dossier DATE: March 15, 2003 It is with great pleasure that The Fertilizer Institute ( TFI) announces the completion and distribution of the final product testing dossier for Liquid Polyphosphate ( no CAS #).

As you are aware, TFI sponsored this four   year program to develop and summarize screening level hazard information for high production volume ( HPV) chemicals. The data elements generated represent a broad overview of human health and ecological parameters. These include a physical  chemical characterization, environmental fate, mammalian toxicity and ecotoxicity. A health and environmental safety data summary dossier was prepared for each of the 23 materials. It summarizes the available literature data, new testing data, category description and read across data as well as provides a conclusion regarding the inherent hazards of the material.

Upon receipt of this data a 90 calendar day regulatory trigger starts within which you must update your material safety data sheets ( MS DS). Upon first product shipment you must also notify your distributors and employers once the MS DS has been updated. These regulatory requirements are detailed in 29 CFR 1910.1200( g)( 5) and 29 CFR 1910.1200( g)( 6)( i). The requirements are found in the Occupational Safety and Health Administration " Hazard Communication Standard" ( 29 CFR 1910.1200).

Please note that by receipt of this data; you agree not to distribute or sell this data beyond your own company. Liquid Polyphosphate PAGE INTENTIONALLY LEFT BLANK Liquid Polyphosphate HEALTH & ENVIRONMENTAL SAFETY DATA SUMMARY DOCUMENT LIQUID POLYPHOSPHATE Prepared for:

THE FERTILIZER INSTITUTE January 27, 2003 THE WEINBERG GROUP INC. 1220 Nineteenth St, NW, Suite 300 Washington, DC 20036 2400 e mail science@ weinberggroup. com WASHINGTON NEW YORK SAN FRANCISCO BRUSSELS PARIS Liquid Polyphosphate PAGE INTENTIONALLY LEFT BLANK Liquid Polyphosphate TABLE OF CONTENTS Page EXECUTIVE OVERVIEW............................................................................................................... 1 SIDS DATA PROFILE...................................................................................................................... 8 SIDS DATA SUMMARY.................................................................................................................. 9 1. GENERAL INFORMATION.................................................................................... 11 2. PHYSICAL CHEMICAL DATA.............................................................................. 14 3. ENVIRONMENTAL FATE AND PATHWAYS..................................................... 16 4. ECOTOXICITY......................................................................................................... 18 5. TOXICITY................................................................................................................. 19 6. REFERENCES .......................................................................................................... 22 APPENDICES Appendix A SIDS Data Availability Summary Appendix B SIDS Data Summaries for the Diammonium Phosphate ( DAP), Liquid Polyphosphate, Monoammonium Phosphate ( MAP), and Single and Triple Super Phosphates ACRONYMS AND ABBREVIATIONS BCF Bioconcentration Factor bw Body Weight DAP Diammonium Phosphate DOT Department of Transportation FDA U. S. Food and Drug Administration g/ L Grams per Liter GLP Good Laboratory Practices GTSP Granular Triple Super Phosphate g/ mL Grams per Milliliter HSDB Hazardous Substance Data Bank IPCS International Programme for Chemical Safety KNO3 Potassium Nitrate Koc Organic Carbon Partition Coefficient Kow Octanol/ Water Partition Coefficient LC50 Median Lethal Concentration LD50 Median Lethal Dose LOAEL Lowest Observable Adverse Effect Level LOEC Lowest Observable Effect Concentration LOEL Lowest Observable Effect Level M Molar MAP Monoammonium Phosphate mg/ kg Milligrams per Kilogram Liquid Polyphosphate mg/ kg/ day Milligrams per Kilogram per Day mg/ L Milligrams per Liter MHb Methyl Hemoglobin mm Hg Millimeters of Mercury mmol/ L Millimoles per Liter NaNo3 Sodium Nitrate NFPA National Fire Prevention Association ( NH4) 2NO3 Ammonium Nitrate NIOSH National Institute for Occupational Safety and Health NO3 Nitrate NOAEL No Observable Adverse Effect Level NOEC No Observable Effect Concentration NOEL No Observable Effect Level OECD Organisation for Economic Co operation and Development Pa Pascal ppm Parts per Million SCAS Semi Continuous Activated Sludge SIDS Screening Information Data Set SSP Single Super Phosphate TLm Median Toxicity Level TLV Threshold Limit Value TFI The Fertilizer Institute UAN Urea Ammonia Nitrogen 1 Liquid Polyphosphate EXECUTIVE OVERVIEW I. Introduction The Fertilizer Institute, on behalf of its member companies, initiated a Product Testing Project to collect, review, summarize, and where necessary develop additional health and environmental safety data for 23 of its high production volume inorganic fertilizer materials. These data and summaries provide valuable information that can be used to update Material Safety Data Sheets, answer customers' questions, and support product stewardship efforts. The chemical industry is also participating in a voluntary program of comparable scope for high production volume organic chemicals. 1 The 23 fertilizer materials were divided into five categories ( i. e., ammonia compounds, nitrate compounds, phosphate compounds, salts and acids) based on their primary constituents as shown in Table 1. The use of categories is a recognized and accepted method that allows health and environmental safety data from one chemical in the category to be used to represent one or more other related chemicals in the category ( USEPA 1999). The key is to find similar, or at least predictable, patterns and trends among the chemicals in a category. In this way, data can be pooled, resources are optimized, and fewer animals are used in testing, all without losing the ability to evaluate the hazards and safety of the individual chemicals. Note that some of the materials fall into more than one category ( e. g., diammonium phosphate [ DAP] is in both the phosphate and ammonia categories).

Searches were conducted using on line databases, standard scientific data compendia, and other published sources for toxicity, ecotoxicity, environmental fate, and physical chemical properties. The collected data were reviewed for quality and acceptability and then summarized according to the Organization for Economic Cooperation and Development ( OECD) Screening Information Data Set ( SIDS) dossier format ( OECD 1997). The OECD countries ( including the United States) have agreed on a set of tests and on types of data that are generally necessary to characterize the chemical behavior and potential hazards of chemicals released into the environment. The OECD SIDS dossier was chosen as a standard format for the TFI Product Testing Project in order that it would be scientifically defensible, broadly applicable and easily understandable to a wide range of stakeholders.

The following sections of this Executive Overview provide the rationale for development of the Phosphate Compounds category ( Section II); a synopsis of the available data related to the physical chemical properties, environmental fate, ecotoxicity and toxicity of the phosphate compounds in this category ( Section III); and a conclusion regarding the adequacy of the data to sufficiently characterize the category and the need for additional testing ( Section IV).

The data for liquid polyphosphate are summarized in the Chemical Profile and Data Summary tables. Because the evaluation of data adequacy relies on a category approach, the Data Summary table references Appendix B when data are available for one or more of the other materials in the category for those data elements where no liquid polyphosphate data are 1 HPV Chemical Challenge Program; USEPA 1999 ( http:// www. epa. gov/ opptintr/ chemrtk/ volchall. htm) 2 Liquid Polyphosphate available. Appendix B provides a summary of the data for all of the phosphate compounds in the category. The individual studies for liquid polyphosphate itself are presented in subsequent pages of this document. Separate data summary documents are available for each of the phosphate compounds in the category.

II. Rationale for the Phosphate Compounds Category The phosphate compounds category for fertilizer materials includes diammonium phosphate ( DAP), monoammonium phosphate ( MAP), liquid polyphosphate, single superphosphate ( SSP), and granular triple superphosphate ( GTSP) 2. These compounds are grouped because of chemical composition similarities; phosphate being a primary component. All four compounds in the category contain phosphorus, hydrogen and oxygen. Three of the compounds also contain nitrogen. In additional, the four compounds have similar and generally predictable patterns of behavior in the environment as well as toxicological properties.

Phosphate compounds disassociate in water, and therefore may be regarded as degradable ( European Commission 2000a). They are used by all living organisms and both the anion and cation are nutrients for algae ( European Commission 2000b). The primary contributor to aquatic toxicity appears to be the un ionized ammonia component of DAP and MAP, although excess phosphate may also have an effect ( Johnson and Sanders 1977), especially for liquid polyphosphate and the superphosphates. As a nutrient, phosphate may also stimulate growth in algae ( Aufderheide and Bussard 2000). When GTSP is applied to soil, the water soluble monocalcium phosphate rapidly dissolves into the soil solution and is quickly precipitated as available dicalcium phosphate. Inorganic phosphates are generally retained by most soils in fixed forms and therefore little is lost by leaching ( European Commission 2000a). Liquid polyphosphate fertilizers behave essentially as salts in soil ( Lohry 2001).

Phosphate compounds are Generally Recognized As Safe ( GRAS) by the U. S. Food and Drug Administration ( 21 CFR 582.1141; Bhat and Ramaswamy 1993) which allows them to be used as food and color additives. Phosphate is an essential nutrient required by all organisms for proper metabolism. Orthophosphates in general are absorbed from, and to a limited extent secreted into, the gastrointestinal tract. The transport of phosphate from the lumen of the gut is an active, energy dependent process, and there are factors that appear to modify the degree of its intestinal absorption. Vitamin D stimulates phosphate absorption, and this effect has been reported to precede the action of the vitamin on transport of calcium ion. In general, in adults, about two thirds of the ingested phosphate is absorbed from the bowel, and that which is absorbed from the gut is almost entirely excreted into the urine.

III. Summary of Data Available for the Phosphate Compounds Category Detailed data summaries for phosphate compounds are included in subsequent sections of this Health and Environmental Safety Data Summary Document for liquid polyphosphate. These data are briefly summarized here.

2 SSP and GTSP are combined into a single Health and Environmental Safety Data Summary Document. 3 Liquid Polyphosphate Physical Chemical Data The density of phosphate compounds varies from 0.93 1.83 g/ L. All phosphate compounds are highly soluble in water with solubility ranging from 18 588 g/ L at temperatures from 0 to 30 ° C. The one vapor pressure value reported for DAP indicates low volatility (< 100 Pa at 20 ° C). No specific data on the octanol water partition coefficient ( Kow) are available, but based on the high water solubility it is expected that Kow and bioaccumulation potential would be low, although the body does absorb phosphates as necessary to carry out vital functions. These compounds dissociate and do not undergo oxidation reduction reactions so redox potentials are not applicable.

Environmental Fate and Pathway Little direct environmental fate testing has been conducted with the phosphate compounds, largely because such compounds generally dissociate in solution and therefore photodegradation and biodegradation mechanisms are less important. However, phosphates may be regarded as biodegradable, as they are utilized by all living organisms. The phosphorus cycle is well understood ( e. g. see www. ppifar org/ ppiweb/ ppibase. nsf/$ webindex/ article= 678CA758852569B5005C148685E4A99F).

Ecotoxicity Acute 96 hour studies have been reported in the literature on various fish species. These reported LC50 values range from 90 5,900 mg/ L for DAP and other compounds in the phosphate category. Additional acute fish toxicity studies have been conducted for MAP and liquid polyphosphate according to OECD protocols and under Good Laboratory Practice ( GLP) conditions. Results indicate no toxicity at the highest nominal concentration ( 100 mg/ L) tested in both tests. MAP and liquid polyphosphate concentrations were calculated based on measurements of total phosphate. For the high concentration in each test, the measured concentrations were 85.9 and 101 mg/ L of MAP and liquid polyphosphate, respectively. Acute studies with Daphnia magna were not available for members of the phosphate category, but studies have been conducted with commercial grade superphosphate on a similar daphnid species, Daphnia carinata. These 72 hour studies resulted in LC50 values of approximately 1,800 mg/ L at both 22 and 30 º C. Results from acute toxicity testing of other aquatic invertebrates have also been reported, with LC50 values ranging from about 1000 to over 5,000 mg/ L for DAP and superphosphates. Based on the standard Federal Insecticide Fungicide and Rodenticide Act ( FIFRA) acute toxicity ratings for fish and Daphnia ( below), the compounds in this category are considered slightly toxic to practically non toxic.

EC/ LC50 ( mg/ L) Toxicity Description < 0.1 Very Highly Toxic 0.1 1 Highly Toxic 1 10 Moderately Toxic 10 100 Slightly Toxic > 100 Practically Non Toxic 4 Liquid Polyphosphate Additional studies have been conducted to evaluate the toxicity of DAP and GTSP to an alga species, Selenastrum capricornutum. Both materials were tested according to OECD protocols under GLP conditions. The resultant 72 hr NOECs were 97.1 and 87.6 mg/ L, for DAP and GTSP, respectively. No adverse inhibitory effects were observed in either test. Some stimulation of growth was noted in both tests, with resultant NOEC values of 3.57 and 21.6 mg/ L for DAP and GTSP respectively. This effect is consistent with the known stimulatory ( nutrient) effect of phosphate compounds and reflects the phenomenon that some level of phosphate is essential ( e. g., fisheries productivity is dependent on sufficient nutrient availability) but excess nutrient levels can lead to overproduction.

Mammalian Toxicity Acute toxicity The only toxicity study available from the literature was one in which ewes were dosed with a granular preparation of superphosphate. The reported LD50 for this study was 5,000 6,000 mg/ kg bw. To provide additional data for the category, additional studies were initiated for DAP, MAP, and liquid polyphosphate using the OECD " up and down" protocol under GLP conditions. For all three compounds, rats received an initial dose of 2000 mg/ kg bw by oral gavage. All animals survived, gained weight, and appeared active and healthy throughout the study period, with no signs of toxicity observed for any of the test materials. Similarly, additional acute toxicity studies for exposure via the dermal route were conducted on DAP, MAP, and liquid polyphosphate using the OECD limit test protocol under GLP conditions. In dermal exposures of 5,000 mg/ kg bw, no signs of toxicity were observed and all animals survived, gained weight, and appeared active and healthy throughout the tests. Based on the standard FIFRA acute toxicity ratings for mammals ( below), the compounds in this category are considered to be of low to very low toxicity ( 40 CFR 156.62).

Toxicity Category I II III IV Toxicity Rating High Moderate Low Very Low Oral LD50   50 mg/ kg > 50 500 mg/ kg > 500 5000 mg/ kg > 5000 mg/ kg Dermal LC50   200 mg/ kg > 200 2000 mg/ kg > 2000 20,000 mg/ kg > 20,000 mg/ kg Inhalation LC50   0.2 mg/ L > 0.2 2 mg/ L > 2 20 mg/ L > 20 mg/ L Skin and eye irritation No specific animal studies are available for skin and eye irritation. Data for the dermal studies described above indicate that skin exposures are not a significant concern. However, dust from the solid materials and concentrated solutions of the liquid materials can be mild irritants. 5 Liquid Polyphosphate Genotoxicity In vitro bacterial and non bacterial genotoxicity studies have been conducted on DAP and GTSP as representatives of the category. Using the OECD bacterial reverse mutation assay ( Ames) protocol under GLP conditions, S. typhimurium strains TA 98, TA 100, TA 1535, and TA 1537 were tested at concentrations of 50, 150, 500, 1,500, and 5,000 µ g/ plate. Using the OECD mammalian chromosome aberration test under GLP conditions, Chinese hamster ovaries were tested at concentrations from 185 to 1,480 µ g/ mL. In all of the in vitro genotoxicity studies, results were negative in all cases both with and without metabolic activation. One in vivo study is reported in the literature from 1988 in which single superphosphate was incorporated into the food of mice at 500 mg/ day for 7 days. Chromosomal aberrations were observed in the bone marrow and the authors concluded that single superphosphate was clastogenic and possibly mutagenic. Given the high doses of this study and the lack of effect noted in the in vitro studies conducted under GLP conditions, the genotoxicity potential appears to be low.

Repeated dose, reproductive and developmental toxicity New studies have been conducted on DAP and GTSP using the OECD Guideline 422 combined protocol that provides data on repeated dose exposures as well as reproductive and developmental endpoints. Doses of 250, 750, and 1500 mg/ kg/ day were given by gavage to male and female rats daily ( 7 days/ week). Animals were divided between separate toxicity and reproductive subgroups. The exposure period for the toxicity subgroup was 35 days, while the exposure period for the reproductive subgroup was at most 28 days among males and 53 days among females. No treatment related mortality or signs of overt clinical toxicity were observed in either subgroup. In the toxicity subgroup, several hematological, clinical chemistry, and histopathological parameters among the low, mid, and high dose animals showed effects. In the reproductive subgroup, effects on body weight and food consumption were observed in a non dose related manner. No effects on offspring were observed in either study. For GTSP, the resulting NOAEL for reproductive/ developmental toxicity was 750 mg/ kg/ day. The resultant LOAELs were 250 and 1,500 mg/ kg/ day for the general toxicity and reproductive/ developmental toxicity, respectively. For DAP, the NOAEL for general toxicity was 250 mg/ kg/ day and for reproductive/ developmental toxicity was 1,500 mg/ kg/ day. The LOAELs were 500 and > 1,500 mg/ kg/ day for the general toxicity and reproductive/ developmental toxicity, respectively.

IV. Conclusion for the Phosphate Compounds Category A substantial amount of data has been produced for the compounds in the phosphate compounds category. These data include GLP studies on the acute oral and dermal toxicity of DAP, MAP, and liquid phosphate and bacterial and non bacterial genotoxicity studies on DAP and GTSP. Additionally, GLP acute fish studies were conducted on liquid polyphosphate and MAP, and GLP algae studies were conducted on DAP and GTSP. Combined repeat dose/ reproductive/ developmental studies were also conducted on DAP and GTSP. The results indicate that these compounds are slightly toxic to practically non toxic to aquatic organisms and 6 Liquid Polyphosphate of low to very low toxicity to mammals. The compounds in the phosphate category are adequately characterized. 7 Liquid Polyphosphate TABLE 1: CATEGORIES FOR PRODUCT TESTING PROJECT CATEGORY COMPOUND CAS NUMBER Ammonia Compounds Anhydrous ammonia Aqua ammonia Ammonium nitrate Ammonium sulfate Ammonium thiosulfate Nitrogen solutions ( UAN)* Ammonium phosphate sulfate Diammonium phosphate ( DAP) Monoammonium phosphate ( MAP) Urea 7664 41 7 1336 21 6 6484 52 2 7783 20 2 7783 18 8 15978 77 5 12593 60 1 7783 28 0 7722 76 1 57 13 6 Nitrate Compounds Sodium nitrate Ammonium nitrate Potassium nitrate Potassium sodium nitrate Nitrogen solutions ( UAN)* 7631 99 4 6484 52 2 7757 79 1 7757 79 1/ 7631 99 4 15978 77 5 Phosphate Compounds Diammonium phosphate ( DAP) Monoammonium phosphate ( MAP) Liquid polyphosphate Single superphosphate** Granular triple superphosphate** 7783 28 0 7722 76 1  8011 76 5 65996 95 4 Salts Potassium chloride Potassium magnesium sulfate Potassium nitrate Potassium sodium nitrate Potassium sulfate Calcium sulfate 7447 40 7 14168 73 1 7757 79 1 7757 79 1/ 7631 99 4 7778 80 5 7778 18 9 Acids Phosphoric acid Nitric acid Sulfuric acid 7664 38 2 7697 37 2 7664 93 9 * = Nitrogen solutions are represented largely by Urea Ammonia Nitrogen ( UAN; 15978 77 5) ** = Single superphosphate and granular triple superphosphate are combined into a single dossier.  = No CAS number readily available 8 Liquid Polyphosphate V. REFERENCES CITED 21 CFR 582.1141 as cited in Hazardous Substances Data Bank ( HSDB). 1999. Calcium Superphosphate. National Library of Medicine, Bethesda, MD.

40 CFR 156.62. Toxicity Category.

Aufderheide, J. A. and Bussard, J. B. 2000. Toxicity of Diammonium Phosphate ( DAP) to the Unicellular Green Alga, Selenastrum Capricornutum. ABC Study No. 46207.

Bhat, M. R. and Ramaswamy, C. 1993. Effect of ammonia, urea and diammonium phosphate ( DAP) on lung functions in fertilizer plant workers. Indian J. Physiol. Pharmacol. 37: 222 224.

Gilman. 1990. Pharm Basis Therap 8th Ed. p. 1501 as cited in HSDB. 1999. Calcium Superphosphate. National Library of Medicine, Bethesda, MD.

European Commission. 2000a. Superphosphate, Concd. International Uniform Chemical Information Database. Year 2000 CD   ROM edition.

European Commission. 2000b. Diammonium Hydrogenorthophosphate. International Uniform Chemical Information Database. Year 2000 CD   ROM edition.

Johnson, W. W. and Sanders, H. O. 1977. Chemical forest fire retardants: Acute toxicity to five freshwater fishes and a scud. Technical Papers of the U. S. Fish and Wildlife Service.

Lohry, R. 2001. Ortho vs. poly. The Fluid Journal. Issue # 35, 9( 4): 1 3.

OECD. 1997. SIDS Manual. OECD Secretariat, 3rd Revision, July 1997.

USEPA. 1999. Development of Chemical Categories in the HPV Challenge Program. www. epa. gove/ chemrtk/ catdoc29. pdf. 8 Liquid Polyphosphate SIDS DATA PROFILE Date: January 27, 2003 1.01 A. CAS No. None 1.01 C. CHEMICAL NAME ( OECD NAME) Liquid polyphosphate 1.01 D CAS DESCRIPTOR Liquid polyphosphate 1.01 G STRUCTURAL FORMULA ( NH4) 3 PO4 OTHER CHEMICAL IDENTITY INFORMATION N/ A 1.5 QUANTITY No data available 1.7 USE PATTERN Fertilizers 1.9 SOURCES AND LEVELS OF EXPOSURE Low human exposure is expected because liquid polyphosphate is manufactured in closed systems. Exposure and direct contact is possible during fertilizer application. ISSUES FOR DISCUSSION The data for liquid polyphosphates should be evaluated in combination with the other materials in the phosphates category. 9 Liquid Polyphosphate SIDS DATA SUMMARY Date: January 27, 2003 LIQUID POLYPHOSPHATE SPECIES PROTOCOL RESULTS PHYSICAL CHEMICAL DATA 2.1 Melting Point See Appendix B results 2.2 Boiling Point No data available 2.3 Density 1.43 g/ mL at 60oC 2.4 Vapor Pressure See Appendix B results 2.5 Octanol/ Water Partition Coefficient No data available 2.6A Water Solubility Miscible 2.6B pH value 6.5 7 2.7 Flash Point Not flammable 2.8 Auto Flammability Not applicable 2.9 Flammability Not flammable 2.10 Explosive Properties Not explosive 2.11 Oxidizing Properties No data available 2.12 Oxidation: Reduction Potential No data available ENVIRONMENTAL FATE and PATHWAY 3.1.1 Photodegradation No data available 3.1.2 Stability in Water Stable 3.1.3 Stability in Soil Behave as salts 3.3.2 Distribution See Appendix B results 3.5 Biodegradation Phosphorus cycle is well understood 3.7 Bioaccumulation Does not bioaccumulate ECOTOXICITY 4.1 Acute Toxicity to Fish Oncorhynchus mykiss 96 hrs LC50 = > 101 mg/ L 4.2 Acute Toxicity to Aquatic Invertebrates See Appendix B results 4.3 Toxicity to Aquatic Plants ( Algae) See Appendix B results 4.4 Toxicity to Bacteria No data available 4.5.1 Chronic Toxicity to Fish No data available 4.5.2 Chronic Toxicity to Aquatic Invertebrates No data available 4.6.1 Toxicity to Soil Dwelling Organisms No data available 4.6.2 Toxicity to Terrestrial Plants No data available 4.6.3 Toxicity to Other Non Mammalian Terrestrial Species No data available * See Appendix B results for data on other chemicals in the phosphate category. 10 Liquid Polyphosphate LIQUID POLYPHOSPHATE SPECIES PROTOCOL RESULTS TOXICITY 5.1.1 Acute Oral Toxicity Rat OECD 425 LD50 > 2,000 mg/ kg bw 5.1.2 Acute Inhalation Toxicity No data available 5.1.3 Acute Dermal Toxicity Rat OECD 402 LD50 > 5000 mg/ kg bw 5.1.4 Acute Toxicity, Other Routes No data available 5.2.1 Skin Irritation/ Corrosion No data available 5.2.2 Eye Irritation/ Corrosion No data available 5.3 Skin Sensitization No data available 5.4 Repeated Dose Toxicity See Appendix B results* 5.5 Genetic Toxicity in vitro See Appendix B results* 5.6 Genetic Toxicity in vivo See Appendix B results* 5.7 Carcinogenicity No data available 5.8 Toxicity to Reproduction See Appendix B results* 5.9 Developmental Toxicity/ Teratogenicity See Appendix B results* 5.10 Additional Information No data available 5.11 Human Experience See text 1.8 Occupational Exposure Limits No TLV established * See Appendix B results for data on other chemicals in the phosphate category. 11 Liquid Polyphosphate 1. GENERAL INFORMATION 1.01 SUBSTANCE INFORMATION A. CAS number None B. Name ( IUPAC name) Liquid Polyphosphate C. Name ( OECD name) Liquid Polyphosphate D. CAS Descriptor None E. EINECS Number None F. Molecular Formula H12N3O4P ( for ammonium polyphosphate)

G. Structural Formula ( NH4) 3PO4 ( for ammonium polyphosphate)

H. Substance Group Not applicable.

I. Substance Remark Not applicable.

J. Molecular Weight 149 ( for ammonium polyphosphate)

1.02 OECD INFORMATION A. Sponsor Country Not applicable B. Lead Organization Not applicable C. Name of Responder Name: Mr. William C. Herz, Director of Scientific Programs Address/ Phones: The Fertilizer Institute Union Center Plaza 820 First Street, NE, Suite 430 Washington, DC 20002 USA Tel: ( 202) 962 0490 Fax: ( 202) 962 0577 12 Liquid Polyphosphate 1.1 GENERAL SUBSTANCE INFORMATION A. Type of Substance element [ ]; inorganic [ X]; natural substance [ ]; organic [ ]; organometallic [ ]; petroleum product [ ]

B. Physical State ( at 20 ° C and 1.013 hPa)

gaseous [ ]; liquid [ X]; solid [ ]

C. Purity The most common grade is ammonium polyphosphate with a make up of 10 34 0 ( 10% N, 34% P, 0% K)

1.2 SYNONYMS Liquid polyphosphate Liquid Poly Ammonium Phosphate 10 34 0 Ammonium Polyphosphate ( APP)

1.3 IMPURITIES Remarks: None identified.

1.4 ADDITIVES Remarks: None identified.

1.5 QUANTITY Remarks: No data available.

1.6 LABELING AND CLASSIFICATION Remarks: No specific labeling required. 13 Liquid Polyphosphate 1.7 USE PATTERN A. General Type of Use: Category:

main Wide dispersive use industrial Agricultural use Fertilizer Remarks: Liquid polyphosphate is used solely as a fertilizer. Reference: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090.

B. Uses in Consumer Products Remarks: Liquid polyphosphate may be a component of lawn and garden fertilizers.

1.8 OCCUPATIONAL EXPOSURE LIMIT VALUE Remarks: No specific limits.

1.9 SOURCES OF EXPOSURE Remarks: Exposures are expected to be limited because liquid polyphosphate is manufactured in closed systems. It can be absorbed into the body by inhalation of its aerosol, or after direct contact of the liquid to skin or eyes. Engineering controls such as mechanical ventilation, process or personnel enclosure, control of process conditions, and process modifications significantly reduce exposure. Local exhaust ( ventilation) control as close to the point of generation is both the most economical and safest method to minimize personnel exposure to airborne concentrations. Personal protective equipment includes neoprene or nitrile gloves, dust masks or fume hoods as appropriate, chemical safety goggles, and impervious apron, sleeves and boots. Field exposure to workers is possible when handling and using on farms as a fertilizer. However, liquid fertilizers are generally applied by mechanical injectors, which reduces contact exposure.

Environmental releases are controlled at the manufacturing plant. Gaseous emissions are low due to use of scrubbers and liquid effluent is recovered as much 14 Liquid Polyphosphate as possible. Exposure to environmental receptors is dependent on the amount used as fertilizer on fields, the climatic conditions, and the hydrological conditions of the area of application. Phosphate materials are common in the environment and are essential nutrients for both plants and animals. References: 1) J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090. 2) Vitosh, M. L. 1998. N P K Fertilizers. Michigan State University Extension. Agricultural Extension Bulletin. www. msue. edu/ vanburen/ e 896. htm. Last modified September 4, 1998.

1.10 ADDITIONAL REMARKS A. Options for disposal Remarks: Liquid polyphosphate should be disposed of in accordance with federal, state and local environmental control regulations. Generally a sufficient method is to absorb spilled substance in sand, kitty litter, or other absorbent. References: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090.

2. PHYSICAL CHEMICAL DATA 2.1 MELTING POINT Remarks: Not applicable.

2.2 BOILING POINT Remarks: No data available.

2.3 DENSITY ( Relative Density)

Remarks: The specific gravity is 1.43 at 60oF for 10 34 0. References: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090. 15 Liquid Polyphosphate 2.4 VAPOR PRESSURE Remarks: No data available.

2.5 PARTITION COEFFICIENT logPow Remarks: No data available.

2.6 WATER SOLUBILITY A. Solubility Value: 100% Temperature: 25 ° C Description: Miscible [ X]; Of very high solubility [ ]; Of high solubility [ ]; Soluble [ ]; Slightly soluble [ ] Of low solubility [ ]; Of very low solubility [ ]; Not soluble [ ] Method: Not specified. GLP: Yes [ ] No [ ] ? [ X] References: 1) J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090. 2) Vitosh, M. L. 1998. N P K Fertilizers. Michigan State University Extension. Agricultural Extension Bulletin. www. msue. edu/ vanburen/ e 896. htm. Last modified September 4, 1998.

B. pH Value, pKa Value pH Value: 6.5 7 Concentration: Not specified. Method: Not specified. References: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090.

2.7 FLASH POINT ( liquids)

Remarks: Not flammable. References: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090. 16 Liquid Polyphosphate 2.8 AUTO FLAMMABILITY ( solid/ gases)

Remarks: Not applicable.

2.9 FLAMMABILITY Remarks: Not flammable. References: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090.

2.10 EXPLOSIVE PROPERTIES Remarks: Not explosive. References: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090.

2.11 OXIDIZING PROPERTIES Remarks: No data available.

2.12 OXIDATION: REDUCTION POTENTIAL Remarks: No data available.

3. ENVIRONMENTAL FATE AND PATHWAYS 3.1 STABILITY 3.1.1 PHOTODEGRADATION Remarks: No data available. 17 Liquid Polyphosphate 3.1.2 STABILITY IN WATER Remarks: Stable under normal conditions. References: J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090.

3.1.3 STABILITY IN SOIL Remarks: Ammonium polyphosphate ( APP) fertilizers behave essentially as salts in soil. Hydrolysis occurred faster than diffusion through the soil column. Calculated hydrolysis half lives in soil were 8.8 days during the first two weeks and 15.6 days during the second two weeks. Liquid APP hydrolyzed faster than solid APP and anaerobic conditions ( caused by subsequent flooding) accelerated hydrolysis. References: Lohry, R. 2001. Ortho vs. poly. The Fluid Journal. Issue # 35, 9( 4): 1 3.

3.2 MONITORING DATA ( ENVIRONMENTAL)

Remarks: No data available.

3.3 TRANSPORT AND DISTRIBUTION BETWEEN ENVIRONMENTAL COMPARTMENTS INCLUDING ESTIMATED ENVIRONMENTAL CONCENTRATIONS AND DISTRIBUTION PATHWAYS 3.3.1 TRANSPORT Remarks: No data available.

3.3.2 THEORETICAL DISTRIBUTION ( FUGACITY CALCULATION)

Remarks: No data available.

3.4 IDENTIFICATION OF MAIN MODE OF DEGRADABILITY IN ACTUAL USE Remarks: No data available.

3.5 BIODEGRADATION Remarks: The phosphorus cycle is well understood 18 Liquid Polyphosphate 3.6 BOD5, COD OR RATIO BOD5/ COD Remarks: No data available.

3.7 BIOACCUMULATION Remarks: Will not bioaccumulate.

4. ECOTOXICITY 4.1 ACUTE/ PROLONGED TOXICITY TO FISH Type of test: Static [ X ]; Semi static [ ]; Flow through [ ] Open system [ X ]; Closed system [ ] Species: Oncorhynchus mykiss ( Rainbow trout) Exposure period: 96 Hours Results: LC50 ( 96 h) > 101 mg/ L NOEC = 101 mg/ L Analytical monitoring: Yes [ X ]; No [ ]; ? [ ] Method: OECD 203, 1992. GLP: Yes [ X ] No [ ] ? [ ] Test substance: Liquid polyphosphate Remarks: No lethal or sublethal effects were observed at the highest concentration tested. Liquid polyphosphate concentrations were calculated from total phosphate measurements. References: Madsen, T. J. and Bussard, J. B. 2000. Acute toxicity of liquid polyphosphate to the rainbow trout, Oncorhynchus mykiss, determined under static test conditions. ABC Labs Study No. 46204.

4.2 ACUTE TOXICITY TO AQUATIC INVERTEBRATES Remarks: No data available.

4.3 TOXICITY TO AQUATIC PLANTS, e. g. algae Remarks: No data available.

4.4 TOXICITY TO BACTERIA Remarks: No data available. 19 Liquid Polyphosphate 4.5 CHRONIC TOXICITY TO AQUATIC ORGANISMS 4.5.1 CHRONIC TOXICITY TO FISH Remarks: No data available.

4.5.2 CHRONIC TOXICITY TO AQUATIC INVERTEBRATES Remarks: No data available.

4.6 TOXICITY TO TERRESTRIAL ORGANISMS 4.6.1 TOXICITY TO SOIL DWELLING ORGANISMS Remarks: No data available.

4.6.2 TOXICITY TO TERRESTRIAL PLANTS Remarks: No data available.

4.6.3 TOXICITY TO OTHER NON MAMMALIAN TERRESTRIAL SPECIES ( INCLUDING AVIAN)

Remarks: No data available.

4.7 BIOLOGICAL EFFECTS MONITORING ( INCLUDING BIOMAGNIFICATION)

Remarks: No data available.

4.8 BIOTRANSFORMATION AND KINETICS Remarks: No data available.

5. TOXICITY 5.1 ACUTE TOXICITY 20 Liquid Polyphosphate 5.1.1 ACUTE ORAL TOXICITY Type: LD0 [ ]; LD100 [ ]; LD50 [ X ]; LDL0 [ ]; Other [ ] Species/ strain: Sprague Dawley rat, albino Value: > 2,000 mg/ kg bw Method: OECD 425, " Up and Down Protocol" An initial dose of two thousand milligrams of the test substance per kilogram of bodyweight was administered to one healthy female rat by oral gavage. Due to the absence of mortality in this animal a second female received the same dose level. Following the completion of dosing and 100% survival in a total of three females, a group of three males was tested ( simultaneously) at the above dose level. All animals were observed for mortality, signs of gross toxicity, and behavioral changes at least once daily for 14 days after dosing. Bodyweights were recorded prior to administration and again on Days 7 and 14 ( termination) after dosing. Necropsies were performed on all animals at terminal sacrifice. GLP: Yes [ X ] No [ ] ? [ ] Test substance: Liquid phosphate ( clear green liquid) Remarks: All animals survived, gained weight and appeared active and healthy throughout the study period. No signs of toxicity were observed. References: Merkel, D. J. 2000. Acute oral toxicity: Up and down procedure in rats limit test. Product Safety Labs study number 9735.

5.1.2 ACUTE INHALATION TOXICITY Remarks: No data available.

5.1.3 ACUTE DERMAL TOXICITY Type: LD0 [ ]; LD100 [ ]; LD50 [ X ]; LDL0 [ ]; Other [ ] Species/ strain: Sprague Dawley rat, albino Value: > 5,000 mg/ kg bw Method: OECD 402, 1987. Limit test ( 5 males/ 5 females). Liquid polyphosphate was applied to the shaved intact skin on the back of each rat and covered with gauze pads. After 24 hours the pads were removed and the test areas gently wiped with water. GLP: Yes [ X ] No [ ] ? [ ] Test substance: Liquid polyphosphate ( clear green liquid) Remarks: All animals survived, gained weight and appeared active and healthy throughout the test. No signs of toxicity were observed. 21 Liquid Polyphosphate References: Merkel, D. J. 2000. Acute dermal toxicity study in rats   limit test. Product Safety Labs Study Number 9736.

5.1.4 ACUTE TOXICITY BY OTHER ROUTES OF ADMINISTRATION Remarks: No data available.

5.2 CORROSIVENESS/ IRRITATION 5.2.1 SKIN IRRITATION/ CORROSION Remarks: No data available.

5.2.2 EYE IRRITATION/ CORROSION Remarks: No data available.

5.3 SKIN SENSITIZATION Remarks: No data available.

5.4 REPEATED DOSE TOXICITY Remarks: No data available.

5.5 GENETIC TOXICITY IN VITRO A. Bacterial Test Remarks: No data available.

B. Non bacterial in vitro test Remarks: No data available.

5.6 GENETIC TOXICITY IN VIVO Remarks: No data available. 22 Liquid Polyphosphate 5.7 CARCINOGENICITY Remarks: No data available.

5.8 TOXICITY TO REPRODUCTION Remarks: No data available.

5.9 DEVELOPMENTAL TOXICITY/ TERATOGENICITY Remarks: No data available.

5.10 OTHER RELEVANT INFORMATION Remarks: None.

5.11 EXPERIENCE WITH HUMAN EXPOSURE Remarks: No data available.

6. REFERENCES J. R. Simplot Company. 2001. Material Safety Data Sheet. Liquid Poly Ammonium Phosphate 10 34 0. M14090.

Lohry, R. 2001. Ortho vs. poly. The Fluid Journal. Issue # 35, 9( 4): 1 3.

Madsen, T. J. and Bussard, J. B. 2000. Acute toxicity of liquid polyphosphate to the rainbow trout, Oncorhynchus mykiss, determined under static test conditions. ABC Labs Study No. 46204.

Merkel, D. J. 2000. Acute oral toxicity: Up and down procedure in rats limit test. Product Safety Labs Study Number 9735.

Merkel, D. J. 2000. Acute dermal toxicity study in rats   limit test. Product Safety Labs Study Number 9736.

Vitosh, M. L. 1998. N P K Fertilizers. Michigan State University Extension. Agricultural Extension Bulletin. www. msue. edu/ vanburen/ e 896. htm. Last modified September 4, 1998. Liquid Polyphosphate APPENDIX A   SIDS Data Availability Summary Liquid Polyphosphate Explanation of Appendix A Appendix A is a SIDS Data Summary table that provides an overview of availability and quality of the data used in this Health and Environmental Safety Data Summary for Liquid Polyphosphate. Y ( Yes) and N ( No) designations indicate whether data are available that meet the criteria for each column. The columns are described as:

Information: Data exist that were useful for describing the data element. These data may be from standard laboratory tests or from generally recognized published sources or professional experience.

OECD Study: The data were developed using standard OECD or essentially similar ( e. g., EPA harmonized protocols) guidelines.

GLP: The data were developed under standard Good Laboratory Practice provisions. These generally represent the highest quality data.

Other Study: Studies were conducted that could not be definitively identified as following OECD or GLP protocols. These studies were included when they were determined to be of adequate quality and provided relevant information to the characterization of the compound.

Estimation Method: In some cases, data may be estimated using established structure activity relationships. These methods are common for physical chemical parameters such as octanolwater partition coefficients and water solubility.

Acceptable: This column indicates whether the data are deemed acceptable by standard acceptability criteria and professional judgment. Only the data meeting adequacy standards are included in this summary document.

SIDS Testing Recommended: This column indicates whether additional testing is recommended based on an evaluation of the available data summarized in this document. It is generally not necessary to fill all of the apparent data gaps in order to adequately characterize the inherent hazard of chemicals. Information from other data elements and from other chemicals in the category, along with professional judgment, are useful in the final determination of the need for further testing. Liquid Polyphosphate SIDS DATA AVAILABILITY SUMMARY DATE: January 27, 2003 Liquid Polyphosphate Information OECD Study GLP Other Study Estimated Method Acceptable SIDS Testing Recommended STUDY Y/ N Y/ N Y/ N Y/ N Y/ N Y/ N Y/ N PHYSICAL CHEMICAL DATA 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.9 2.10 2.11 2.12 Melting Point Boiling Point Density Vapor Pressure Partition Coefficient Water Solubility pH and pKa Values Flash Point Flammability Explosive Oxidizing Properties Oxidation: Reduction Potential N N Y N N Y Y Y Y Y N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N   Y   Y Y Y Y Y   N N N N N N N N N N N N OTHER P/ C STUDIES RECEIVED N N N N N  N ENVIRONMENTAL FATE and PATHWAY 3.1.1 3.1.2 3.1.3 3.2 3.3 3.5 3.7 Photodegradation Stability in Water Stability in Soil Monitoring Data Transport and Distribution Biodegradation Bioaccumulation N Y Y N Y N Y N N N N N N N N N N N N N N N N N N N N N N N N N Y N N  Y Y  Y  Y N N N N N N N OTHER ENV FATE STUDIES RECEIVED N N N N N  N ECOTOXICITY 4.1 4.2 4.3 4.5.1 4.5.2 4.6.1 4.6.2 4.6.3 Acute Toxicity to Fish Acute Toxicity to Daphnia Toxicity to Algae Chronic Toxicity to Fish Chronic Toxicity to Daphnia Toxicity to Soil Dwelling Organisms Toxicity to Terrestrial Plants Toxicity to Birds Y N N N N N N N Y N N N N N N N Y N N N N N N N N N N N N N N N N N N N N N N N Y        N N N N N N N N OTHER ECOTOXICITY STUDIES RECEIVED N N N N N  N TOXICITY 5.1.1 5.1.2 5.1.3 5.2 5.3 5.4 5.5 5.6 5.8 5.9 5.11 Acute Oral Acute Inhalation Acute Dermal Skin and Eye Irritation Skin Sensitization Repeated Dose Genetic Toxicity in vitro . Gene mutation . Chromosomal aberration Genetic Toxicity in vivo Reproduction Toxicity Development/ Teratogenicity Human Experience Y N Y N N N N N N N N N Y N Y N N N N N N N N N Y N Y N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N Y  Y

      N N N N N N N N N N N N OTHER TOXICITY STUDIES RECEIVED N N N N N  N Liquid Polyphosphate Appendix B   SIDS Data Summaries for the Phosphate Compounds Category: Diammonium Phosphate, Liquid Polyphosphate, Monoammonium Phosphate, and Super Phosphates SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Diammonium Phosphate Liquid Polyphosphate Monoammonium Phosphate DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS PHYSICAL CHEMICAL DATA 2.1 Melting Point 155 ° C 190 ° C 2.2 Boiling Point Decomposes Decomposes 2.3 Density 0.93 1.619 g/ mL at 20oC 1.43 g/ mL at 60oC 1.83 g/ mL at 25oC 2.4 Vapor Pressure < 100 Pa at 20 ° C < 100 Pa at 20 ° C 2.5 Octanol/ Water Partition Coefficient 2.6A Water Solubility 588 g/ L at 20 ° C Miscible 328 g/ L at 20 ° C 2.6B pH and pKa values ~ 8 6.5 7 4.2 in 0.2M aqueous solution 2.7 Flash Point Not applicable Not flammable Not applicable 2.8 Auto Flammability Not flammable Not applicable Not flammable 2.9 Flammability Not flammable Not flammable Not flammable 2.10 Explosive Properties Not explosive Not explosive Not explosive 2.11 Oxidizing Properties Not an oxidizer Not an oxidizer 2.12 Oxidation:

Reduction Potential 2.13A Additional Data See text SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Diammonium Phosphate Liquid Polyphosphate Monoammonium Phosphate DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS ENVIRONMENTAL FATE and PATHWAY 3.1.1 Photodegradation 3.1.2 Stability in Water Stable Stable Stable 3.1.3 Stability in Soil Stable Behave as salts Stable 3.3.2 Distribution Calculated,

Fugacity Level III 6.5 x 10 15% to air 45.3% to water 54.6% to soil 0.0755% to sediment Calculated,

Fugacity Level III 3.98 x 10 12% to air 45.3% to water 54.6% to soil 0.0755% to sediment 3.5 Biodegradation Phosphorus cycle is well understood Phosphorus cycle is well understood Phosphorus cycle is well understood 3.7 Bioaccumulation Does not bioaccumulate Does not bioaccumulate Does not bioaccumulate SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Diammonium Phosphate Liquid Polyphosphate Monoammonium Phosphate DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS ECOTOXICITY 4.1 Acute toxicity to Fish Coho salmon, Chinook salmon, Rainbow trout, Bluegill, Largemout h bass, Tilapia, Fathead minnow 96 hrs LC50 = 90 1,875 mg/ L Oncorhync hus mykiss 96 hrs LC50 = > 101 mg/ L Oncorhync hus mykiss 96 hrs LC50 = > 85.9 mg/ L 4.2 Acute Toxicity to Aquatic Invertebrates Daphnia magna Amphipod 96 hrs LC50 = 40 52 mg/ L Snail, Worm 96 hrs LC50 = 1,005

2,472 mg/ L 4.3 Toxicity to Aquatic Plants ( Algae) Selenastrum capricornutum 72 hrs NOEC ( toxicity)

= 97.1 mg DAP/ L NOEC ( stimulation) =

3.57 mg DAP/ L 4.4 Toxicity to Bacteria 4.5.1 Chronic Toxicity to Fish 4.5.2 Chronic Toxicity to Aquatic Invertebrates 4.6.1 Toxicity to Soil Dwelling Organisms SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Diammonium Phosphate Liquid Polyphosphate Monoammonium Phosphate DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS 4.6.2 Toxicity to Terrestrial Plants 4.6.3 Toxicity to Other Non Mammalian Terrestrial Species SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Diammonium Phosphate Liquid Polyphosphate Monoammonium Phosphate DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS TOXICITY 5.1.1 Acute Oral Toxicity Rat OECD 425 LD50 > 2,000 mg/ kg bw Rat OECD 425 LD50 > 2,000 mg/ kg bw Rat OECD 425 LD50 > 2000 mg/ kg bw 5.1.2 Acute Inhalation 5.1.3 Acute Dermal Toxicity Rat OECD 402 LD50 > 5000 mg/ kg bw Rat OECD 402 LD50 > 5,000 mg/ kg bw Rat OECD 402 LD50 > 5000 mg/ kg bw 5.1.4 Acute Toxicity,

Other Routes 5.2.1 Skin Irritation/

Corrosion Irritant Mild irritant 5.2.2 Eye Irritation/

Corrosion Irritant Mild irritant 5.3 Skin Sensitization 5.4 Repeated Dose Rat OECD 422 NOAEL = 250 mg/ kg/ day 5.5 Genetic Toxicity in vitro . Gene mutation Salmonella typhimurium Bacterial reverse mutation assay ( OECD 471) Negative . Chromosomal aberration Chinese hamster ovaries Chromosome aberration test ( OECD 473) Negative 5.6 Genetic Toxicity in vivo 5.7 Carcinogenicity 5.8 Toxicity to Reproduction Rat OECD 422 NOAEL = 1500 mg/ kg/ day 5.9 Development Toxicity/ Teratogenicity Rat OECD 422 NOAEL = 1500 mg/ kg/ day 5.10 Metabolism and Toxicokinetics See text See text 5.11 Human Experience See text See text See text SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Diammonium Phosphate Liquid Polyphosphate Monoammonium Phosphate DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS 1.8 Occupational Exposure Limits TLV as inert dust 15 mg/ m3 No TLV established TLV as inert dust 15 mg/ m3 SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Super Phosphates DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS PHYSICAL CHEMICAL DATA 2.1 Melting Point 110 ° C 2.2 Boiling Point 2.3 Density 1,035 kg/ m3 2.4 Vapor Pressure 2.5 Octanol/ Water Partition Coefficient 2.6A Water Solubility 18 g/ L at 20 ° C 2.6B pH and pKa values 2.8 2.9 in 10%

water suspension 2.7 Flash Point Not applicable 2.8 Auto Flammability 2.9 Flammability 2.10 Explosive Properties 2.11 Oxidizing Properties 2.12 Oxidation:

Reduction Potential 2.13A Additional Data SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Super Phosphates DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS ENVIRONMENTAL FATE and PATHWAY 3.1.1 Photodegradation 3.1.2 Stability in Water 3.1.3 Stability in Soil Stable 3.3.2 Distribution Calculated,

Fugacity Level III 1x10 6% to air 49.8% to water 50.1% to soil 0.092% to sediment 3.5 Biodegradation Biodegradable 3.7 Bioaccumulation SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Super Phosphates DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS ECOTOXICITY 4.1 Acute toxicity to Fish Labeo rohita, Catla catla, Cirrhinus mrigala, Cyprinus carpio, Tilapia mossambica 96 hrs LC50 = 1,560

5,900 ppm 4.2A Acute Toxicity to Aquatic Invertebrates Daphnia carinata LC50 = 1,790

1,825 mg/ L 4.2B Acute Toxicity to Other Aquatic Organisms Moina micrura,

Cyclops viridis 72 hrs LC50 = 1,625

2,305 ppm Branchiura sowerbyi, Planorbis exustus, Lymnaea leuteola, Viviparus bengalensis,

Chironomus sp 96 hrs LC50 = 1,133

5,005 ppm 4.3 Toxicity to Aquatic Plants ( Algae) Selenastrum capricornutum OECD 201 NOEC ( toxicity) =

87.6 mg/ L NOEC ( stimulation) =

21.6 mg/ L 4.4 Toxicity to Bacteria SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Super Phosphates DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS 4.5.1 Chronic Toxicity to Fish 4.5.2 Chronic Toxicity to Aquatic Invertebrates 4.6.1 Toxicity to Soil Dwelling Aquatic Invertebrates 4.6.2 Toxicity to Terrestrial Plants See text 4.6.3 Toxicity to Other Non Mammalian Terrestrial Species SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Super Phosphates DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS TOXICITY 5.1.1 Acute Oral Toxicity Sheep LD50 = 5,000

6,000 mg/ kg bw 5.1.2 Acute Inhalation 5.1.3 Acute Dermal Toxicity 5.1.4 Acute Toxicity,

Other Routes 5.2.1 Skin Irritation/

Corrosion Mild irritant 5.2.2 Eye Irritation/

Corrosion Mild irritant 5.3 Skin Sensitization 5.4 Repeated Dose Rat OECD 422 NOAEL = 750 mg/ kg/ day 5.5 Genetic Toxicity in vitro . Gene mutation Salmonella typhimurium OECD 471 Negative . Chromosomal aberration Chinese hamster ovaries OECD 473 Negative 5.6 Genetic Toxicity in vivo Mice Chromosome aberration Clastogenic,

possibly mutagenic 5.7 Carcinogenicity 5.8 Toxicity to Reproduction Rat OECD 422 NOAEL = 750 mg/ kg/ day 5.9 Development Toxicity/ Teratogenicity Rat OECD 422 NOAEL = 750 mg/ kg/ day SIDS DATA SUMMARIES FOR THE PHOSPHATE CATEGORY Date: January 27, 2003 Liquid Polyphosphate Super Phosphates DATA ELEMENTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS SPECIES PROTOCOL RESULTS 5.10 Metabolism and Toxicokinetics See text 5.11 Human Experience See text 1.8 Occupational Exposure Limits TLV as inert dust 15 mg/ m3


[Federal Register Volume 85, Number 249 (Tuesday, December 29, 2020)]
[Notices]
[Pages 85773-85778]
[FR Doc No: 2020-28642]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34145; 813-00395]

Signature PE Fund, LLC and McDermott Will & Emery LLP

December 21, 2020
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of application for an order under sections 6(b) and 6(e) of
the Investment Company Act of 1940 (the ``Act'') granting an exemption
from all provisions of the Act, except sections 9, 17, 30, and 36
through 53, and the rules and regulations under the Act (the ``Rules
and Regulations''). With respect to sections 17(a), (d), (f), (g) and
(j) of the Act, sections 30(a), (b), (e), and (h) of the Act and the
Rules and Regulations and rule 38a-1 under the Act, applicants request
a limited exemption as set forth in the application.

Summary of Application: Applicants request an order to exempt certain
limited liability companies, partnerships, trusts, corporations or
other entities (``Investment Funds'') formed for the benefit of
eligible employees of McDermott Will & Emery LLC and its affiliates
from certain provisions of the Act. Each Investment Fund will be an
``employees' securities company'' within the meaning of section
2(a)(13) of the Act.

Applicants: Signature PE Fund, LLC (the ``Initial Fund'') and McDermott
Will & Emery LLP.

Filing Dates: The application was filed on February 26, 2019 and
amended on August 19, 2019, July 21, 2020 and December 1, 2020.

Hearing or Notification of Hearing: An order granting the application
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 January 15, 2021, and should be accompanied by proof of
service on 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: Secretary, U.S. Securities and Exchange Commission:
<EMAIL_ADDRESS>Applicants: McDermott Will & Emery LLP:
<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel,
at<PHONE_NUMBER>, or Trace W. Rakestraw, Branch Chief, at (202) 551-
6825 (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. McDermott Will & Emery LLP is a law firm organized as an
Illinois limited liability partnership (together with any
``affiliates'' as defined in rule 12b-2 under the Securities Exchange
Act of 1934 (the ``Exchange Act'') of McDermott Will & Emery LLP that
are organized to practice law, any successor entity of McDermott Will &
Emery LLP or its affiliates or any entity that results from a
reorganization of McDermott

Will & Emery LLP or its affiliates into a different type of entity or
into an entity organized under the laws of another jurisdiction (the
``Company'')). McDermott Will & Emery LLP is an international law firm
that is owned exclusively by its capital partners.
    2. The Initial Fund is a Delaware limited liability company formed
pursuant to a limited liability agreement. The applicants may in the
future offer subsequent pooled investment vehicles substantially
similar in all material respects (other than form of organization,
investment objective and strategy, and other differences described in
the application) to Eligible Investors (as defined below) (the
``Subsequent Funds'' and, together with the Initial Fund included in
the term ``Investment Funds''). The applicants anticipate that each
Subsequent Fund also will be structured as a limited liability company
although a Subsequent Fund could be structured as a domestic or
offshore general partnership, limited partnership, trust, corporation,
or other form of business entity. The organizational documents for the
Investment Funds are the ``Investment Fund Agreements.'' An Investment
Fund may include a single vehicle designed to issue interests in series
or having similar features to enable a single Investment Fund to
function as if it were several successive Investment Funds for ease of
administration. Each Investment Fund will be an employees' securities
company within the meaning of section 2(a)(13) of the Act.
    3. The Initial Fund has been established to enable certain Eligible
Investors to participate in certain investment opportunities that come
to the attention of the Company. These opportunities may include
investments in operating businesses or real estate, separate accounts
with registered or unregistered investment advisers, investments in
pooled investment vehicles such as registered investment companies and
investment companies exempt from registration under the Act, commodity
pools, co-investments in operating entities and other investments (each
particular investment being referred to herein as an ``Investment'').
Applicants submit that a substantial community of interest exists among
the Company and the members of the Investment Funds (``Members''). The
Company will ``control'' each Investment Fund within the meaning of
section 2(a)(9) of the Act.
    4. Interests in an Investment Fund (``Interests'') will be offered
and sold in reliance upon the exemption from registration under section
4(2) of the Securities Act of 1933 (the ``Securities Act'') or pursuant
to Regulation D under the Securities Act, or outside the United States
in a transaction exempt under Regulation S under the Securities Act.
Interests in any Investment Fund (other than short-term paper) will
offered solely to the Company or Eligible Investors. ``Eligible
Investors'' means persons who at the time of investment are (a)
partners of the Company and senior administrative employees of the
Company (``Eligible Employees''), (b) the immediate family members of
Eligible Employees, which are parents, children, grandchildren, spouses
or spousal equivalents of children, spouses or spousal equivalents, and
siblings, including step or adoptive relationships (``Eligible Family
Members''), and (c) trusts or other entities or arrangements the sole
beneficiaries of which consist of Eligible Employees or their Eligible
Family Members, or the settlors and the trustees of which consist of
Eligible Employees or Eligible Employees together with Eligible Family
Members (``Eligible Trusts'').\1\ To qualify as an Eligible Investor
with respect to an Investment Fund, each such person must, if
purchasing an Interest from an Investment Fund or from a Member, be an
Accredited Investor as that term is defined in Rule 501(a) of
Regulation D of the Securities Act, or, in the case of Eligible Trusts,
a trust, entity or arrangement for which an Eligible Employee, who is
an Accredited Investor, is a settlor and principal investment decision
maker. The Company will be an Accredited Investor. Prior to offering
Interests to an Eligible Employee or Eligible Family Member, the
Investment Committee (as defined below) must reasonably believe that
the Eligible Employee or Eligible Family Member is a sophisticated
investor capable of understanding and evaluating the risks of
participating in the Investment Fund without the benefit of regulatory
safeguards. The Investment Committee may impose more restrictive
standards for Eligible Investors in its discretion. The beneficial
owners of an Eligible Trust will be persons eligible to hold interests
in employees' securities companies as defined in section 2(a)(13) of
the Act.
---------------------------------------------------------------------------

    \1\ If an Eligible Trust is an entity or arrangement other than
a trust, (a) the reference to ``settlor'' shall be construed to mean
a person who created the vehicle or arrangement, alone or together
with other Eligible Investors, and also contributed funds or other
assets to the vehicle, and (b) the reference to ``trustee'' shall be
construed to mean a person who performs functions similar to those
of a trustee.
---------------------------------------------------------------------------

    5. Each Investment Fund will be managed and administered by an
investment committee (``Investment Committee''). The Investment
Committee will be comprised of not less than three partners of the
Company who are appointed to the Investment Committee by the Company's
management committee. All investment decisions on behalf of an
Investment Fund (including with respect to any series thereof) will be
made by the Investment Committee.
    6. An Investment Fund may have an administrator
(``Administrator''). The Administrator may be an employee of the
Company or the Investment Committee may determine to engage a third
party to act as Administrator for an Investment Fund. The Administrator
will in no event be a Member or otherwise hold any other security of an
Investment Fund unless qualified as an Eligible Investor. The
Administrator will not recommend Investments or exercise investment
discretion. The only functions of the Administrator will be
ministerial.
    7. The specific investment objectives and strategies for an
Investment Fund will be set forth in an informative memorandum relating
to the Interests being offered and in the relevant Investment Fund
Agreement, and each Eligible Investor will receive a copy of the
informative memorandum and Investment Fund Agreement before making an
investment in an Investment Fund. The terms of an Investment Fund will
be disclosed to each Eligible Investor at the time the investor is
invited to participate in that Investment Fund.
    8. The value of the Members' capital accounts will be determined at
such times as the Investment Committee deems appropriate or necessary;
however, such valuation will be done at least annually at the
Investment Fund's fiscal year-end. The Investment Committee will value
the assets held by an Investment Fund at the current market price
(closing price) in the case of marketable securities. All other
securities and assets will be valued by the Investment Committee in
good faith at fair value.
    9. Each Investment Fund will generally bear its own expenses. The
Company may be reimbursed by an Investment Fund for reasonable and
necessary out of pocket costs directly associated with the organization
and operation of the Investment Fund, including administrative expenses
and overhead expenses. No Investment Fund will be charged legal fees by
the Company. There will be no allocation of any of the Company's
operating expenses to the Investment Funds other than those
specifically related to the provision of administrative services by

the Company to the Investment Funds and disclosed to Eligible
Investors. Some of the investment opportunities available to an
Investment Fund may involve parties for which the Company was, is or
will be retained to act as legal counsel, and the Company may be paid
by such parties or their affiliates for legal services and for related
disbursements and charges. These amounts paid to the Company will not
be paid by an Investment Fund itself but by the entities in which an
Investment Fund invests or their affiliates. No management fee or other
compensation will be paid by an Investment Fund or the Members to the
Investment Committee or any member of the Investment Committee. Also,
no fee of any kind will be charged in connection with the sale of
Interests in an Investment Fund.
    10. Within 120 days after the end of each fiscal year, or as soon
as practicable thereafter, each Investment Fund will send its Members
an annual report regarding its operations. The annual report of an
Investment Fund will contain financial statements audited by an
independent accounting firm. For purposes of this requirement,
``audit'' has the meaning defined in rule 1-02(d) of Regulation S-X. An
Investment Fund will maintain a file containing any financial
statements and other information received from the issuers of the
Investments held by the Investment Fund and will make such file
available for inspection by its Members in accordance with its
Investment Fund Agreement. An Investment Fund, within 90 days after the
end of the fiscal year of such Investment Fund, or as soon as
practicable thereafter, will transmit a report to each Member setting
out information with respect to that Member's distributive share of
income gains, losses, credits and other items for federal income tax
purposes resulting from the operation of the Investment Fund during
that year.
    11. Members will not be entitled to redeem their respective
Interests in an Investment Fund. A Member will be permitted to transfer
his or her Interest only with the express consent of the Investment
Committee, which consent may be given or withheld in the Investment
Committee's sole and absolute discretion, and then only to an Eligible
Investor. A Member will not be subject to removal except for good cause
as determined by the Investment Committee or if the Investment
Committee, in its discretion, deems such withdrawal to be in the best
interest of the Investment Fund. The Interests of a Member who is no
longer eligible to own interests in an employees' securities company as
defined in section 2(a)(13) of the Act will be repurchased, subject to
the minimum payment provisions described below. The Investment
Committee does not currently intend to require any Member to
withdraw.\2\ Upon withdrawal or sale of a Member's Interest, the
Investment Fund or purchaser will at a minimum pay to the Member the
lesser of (a) the amount of such Member's drawn Capital Commitment
(defined below) plus interest (calculated at a rate determined by the
Investment Committee to be reasonably comparable to interest earned by
the Investment Fund on temporary investments) less prior distributions,
or (b) the fair market value of the Interest as determined at the time
of such withdrawal or sale in good faith by the Investment Committee.
If a Member that is a Eligible Employee ceases to be a partner or
senior administrative employee of the Company, such Member and related
Eligible Investors will continue to be Members of an Investment Fund
although with the consent of the Investment Committee, such Member and
related Eligible Investors may be permitted to assign all or a portion
of such Member's Interest to other Eligible Investors.
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    \2\ The following circumstances, among others, could warrant the
withdrawal of a Member or sale of a Member's Interests to another
Eligible Investor: If a Member who is an Eligible Employee ceases to
be a partner or senior administrative employee of the Company; an
Eligible Family Member's or Eligible Trust's related Eligible
Employee ceases to be a partner or senior administrative employee of
the Company; a Member defaults on his or her obligations to the
Investment Fund; adverse tax consequences were to inure to the
Investment Fund or a Member were that Member to remain a Member; or
a situation in which the continued membership of the Member would
violate applicable law or regulations.
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    12. Each Member of an Investment Fund will make a separate capital
commitment to the Investment Fund (``Capital Commitment'') relating to
each Investment Fund in which such Member is participating. To provide
flexibility in connection with an Investment Fund's obligation to
contribute capital to fund an Investment of an Investment Fund and to
meet the expenses with respect to that Investment Fund, the Investment
Fund Agreements may provide that the Investment Fund may engage in
borrowings in connection with such funding of Investments. Any
borrowings by an Investment Fund with respect to the funding of
Investments will be non-recourse to the Members \3\ but may be secured
by a pledge of the Members' respective capital accounts and unfunded
Capital Commitments. An Investment Fund will not borrow from any person
if the borrowing would cause any person not named in section 2(a)(13)
of the Act to own any outstanding securities of an Investment Fund
(other than short-term paper). If the Company makes a loan to an
Investment Fund, the Company (as lender) will be entitled to receive
interest, provided that the rate will be no less favorable to the
borrower than the rate obtainable on an arm's length basis. An
Investment Fund will not lend any funds to the Company. If the Company
extends a loan to an Eligible Investor in respect of any Investment
Fund, the loan will be made at an interest rate no less favorable than
that which could be obtained on an arm's length basis. Loans will not
be extended or arranged if otherwise prohibited by law, including the
Sarbanes-Oxley Act of 2002.
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    \3\ This excludes indebtedness incurred specifically on behalf
of a Member where the Member has agreed to guarantee the loan or to
act as co-obligor on the loan.
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    13. The Investment Funds will not acquire any security issued by a
registered investment company if immediately after the acquisition the
Investment Fund would own more than 3% of the total outstanding voting
stock of the registered investment company.

Applicants' Legal Analysis

    1. Section 6(b) of the Act provides, in part, that the Commission
will exempt employees' securities companies from the provisions of the
Act to the extent that the exemption is consistent with the protection
of investors. Section 6(b) provides that the Commission will consider,
in determining the provisions of the Act from which the company should
be exempt, the company's form of organization and capital structure,
the persons owning and controlling the company's securities, the price
of the company's securities and the amount of any sales load, the
disposition of the proceeds of any sales of the company's securities,
how the company's funds are invested, and the relationship between the
company and the issuers of the securities in which it invests. Section
2(a)(13) defines an employees' securities company as any investment
company all of whose securities (other than short-term paper) are
beneficially owned (a) by current or former employees, or persons on
retainer, of one or more affiliated employers, (b) by immediate family
members of such persons, or (c) by such employer or employers together
with any of the persons in (a) or (b).

    2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) of the Act provides that, in
connection with any order exempting an investment company from any
provision of section 7, certain provisions of the Act, as specified by
the Commission, will be applicable to the company and other persons
dealing with the company as though the company were registered under
the Act. Applicants request an order under sections 6(b) and 6(e) of
the Act exempting applicants from all provisions of the Act, except
sections 9, 17, 30, 36 through 53, and the Rules and Regulations. With
respect to sections 17(a), (d), (f), (g) and (j) and 30(a), (b), (e)
and (h) of the Act and the Rules and Regulations, and rule 38a-1 under
the Act, applicants request a limited exemption as set forth in the
application.
    3. Section 17(a) of the Act generally prohibits any affiliated
person of a registered investment company, or any affiliated person of
an affiliated person, acting as principal, from knowingly selling or
purchasing any security or other property to or from the company.
Applicants request an exemption from section 17(a) to permit an
Investment Fund to invest in or participate as a selling security-
holder in a principal transaction with one or more affiliated persons
(as defined in section 2(a)(3) of the Act) of an Investment Fund
(``First-Tier Affiliates'') and affiliated persons of such First-Tier
Affiliates (``Second-Tier Affiliates,'' and together with First-Tier
Affiliates, ``Affiliates'').
    4. Applicants submit that the exemptions sought from section 17(a)
are consistent with the purposes of the Act and the protection of
investors. Applicants state that the Members will be informed in an
Investment Fund's offering materials of the possible extent of the
dealings by such Investment Fund and any portfolio company with the
Company. Applicants also state that, as professionals sophisticated and
experienced in business and financial matters, the Members will be able
to evaluate the risks associated with those dealings. Applicants assert
that the community of interest among the Investment Committee, the
Members and the Company will serve to reduce the risk of abuse in
transactions involving an Investment Fund and the Company.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
any affiliated person of a registered investment company, or any
affiliated person of such person, acting as principal, from
participating in any joint arrangement with the registered investment
company unless authorized by the Commission. Applicants request an
exemption from section 17(d) and rule 17d-1 to the extent necessary to
permit an Investment Fund to engage in transactions in which an
Affiliate participates as a joint or a joint and several participant
with such Investment Fund.
    6. Joint transactions in which an Investment Fund could participate
might include the following: (a) A joint investment by one or more
Investment Funds in a security in which the Company or another
Investment Fund is a joint participant or plans to become a
participant; (b) a joint investment by one or more Investment Funds in
another Investment Fund; and (c) a joint investment by one or more
Investment Funds in a security in which an Affiliate is an investor or
plans to become an investor, including situations in which an Affiliate
has a partnership or other interest in, or compensation arrangements
with, such issuer, sponsor or offeror.
    7. Applicants assert that compliance with section 17(d) and rule
17d-1 would cause an Investment Fund to forego investment opportunities
simply because a Member, the Company or other Affiliates also had made,
or is concurrently making, a similar investment. In addition, because
attractive investment opportunities of the types considered by an
Investment Fund often require that each participant make available
funds in an amount that may be substantially greater than that
available to the investor alone, there may be certain attractive
opportunities of which an Investment Fund may be unable to take
advantage except as a co-participant with other persons, including
Affiliates. Applicants believe that the flexibility to structure co-
and joint investments in the manner described above will not involve
abuses of the type section 17(d) and rule 17d-1 were designed to
prevent. Applicants acknowledge that any transactions subject to
section 17(d) and rule 17d-1 for which exemptive relief has not been
requested in the application would require specific approval by the
Commission.
    8. Section 17(f) of the Act designates the entities that may act as
investment company custodians, and rule 17f-2 under the Act allows an
investment company to act as self-custodian. Applicants request an
exemption to permit the following exceptions from the requirements of
rule 17f-2: (i) Compliance with paragraph (b) of the rule may be
achieved through safekeeping in the locked files of the Company or a
partner of the Company; (ii) for the purposes of the rule, (A)
employees of the Company will be deemed employees of the Investment
Funds, (B) officers and members of the Investment Committee will be
deemed to be officers of such Investment Funds, and (C) the Investment
Committee will be deemed to be the board of directors of such
Investment Funds; and (iii) instead of the verification procedure under
paragraph (f) of the rule, verification will be effected quarterly by
two partners or employees, each of whom shall have sufficient
knowledge, sophistication and experience in business matters to perform
such examination. Applicants expect that most of the Investments will
be evidenced by partnership agreements or similar documents. Such
instruments are most suitably kept in the Company's files, where they
can be referred to as necessary. Applicants will comply with all other
provisions of rule 17f-2.
    9. Section 17(g) and rule 17g-1 generally require the bonding of
officers and employees of a registered investment company who have
access to its securities or funds. Rule 17g-1 requires that a majority
of directors who are not interested persons of a registered investment
company (``disinterested directors'') take certain actions and give
certain approvals relating to fidelity bonding. Applicants request an
exemption from the requirement, contained in rule 17g-1, that a
majority of the ``directors'' of the Investment Funds who are not
``interested persons'' of the respective Investment Funds (as defined
in the Act) take certain actions and make certain approvals concerning
bonding and request instead that such actions and approvals be taken by
the Investment Committee, regardless of whether any of them is deemed
to be an interested person of the Investment Funds. Each member of the
Investment Committee will be an interested person of the Investment
Funds.
    10. The Investment Funds request an exemption from the requirements
of rule 17g-1(g) and (h) relating to the filing of copies of fidelity
bonds and related information with the Commission and relating to the
provisions of notices to the board of directors. Applicants also
request an exemption from the requirements of rule 17g-1(j)(3) that the
Investment Funds have a majority of disinterested directors, that those
disinterested directors select and nominate any other disinterested
directors, and that any legal counsel for those disinterested directors
be independent legal counsel. Applicants believe that the filing
requirements of

rule 17g-1 are burdensome and unnecessary as applied to the Investment
Funds. The Investment Committee will maintain the materials otherwise
required to be filed with the Commission by rule 17g-1(g) and the
applicants agree that all such material will be subject to examination
by the Commission and its staff. The Investment Committee will
designate a person to maintain the records otherwise required to be
filed with the Commission under paragraph (g) of the rule. The
Investment Funds will comply with all other requirements of rule 17g-1.
The fidelity bond of the Investment Funds will cover the Investment
Committee, and all employees of the Company who have access to the
securities or funds of the Investment Funds.
    11. Applicants request an exemption from the requirements,
contained in section 17(j) of the Act and rule 17j-1 under the Act,
that every registered investment company adopt a written code of ethics
and every ``access person'' of such registered investment company
report to the investment company with respect to transactions in any
security in which such access person has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership.
Applicants request an exemption from the requirements in rule 17j-1,
with the exception of rule 17j-1(b), because they are burdensome and
unnecessary as applied to an Investment Funds and because the exemption
is consistent with the policy of the Act. Requiring the Investment
Funds to adopt a written code of ethics and requiring access persons to
report each of their securities transactions would be time-consuming
and expensive and would serve little purpose in light of, among other
things, the community of interest among the Members of the Investment
Funds by virtue of their common association with the Company.
Accordingly, the requested exemption is consistent with the purposes of
the Act because the dangers against which section 17(j) and rule 17j-1
are intended to guard are not present in the case of the Investment
Funds.
    12. Applicants request an exemption from the requirements in
sections 30(a), 30(b), and 30(e) of the Act, and the Rules and
Regulations under those sections, that registered investment companies
file with the Commission and mail to their shareholders certain
periodic reports and financial statements. Applicants contend that the
forms prescribed by the Commission for periodic reports have little
relevance to an Investment Fund and would entail administrative and
legal costs that outweigh any benefit to the Members. Applicants
request exemptive relief to the extent necessary to permit an
Investment Fund to report annually to their Members. Applicants also
request an exemption from section 30(h) of the Act to the extent
necessary to exempt the Investment Committee, any 10 percent
shareholder, and any other person who may be deemed to be an officer,
director, member of an advisory board, or otherwise subject to section
30(h), from filing Forms 3, 4 and 5 under section 16 of the Exchange
Act with respect to their ownership of Interests in the Investment
Funds. Applicants assert that, because there is no trading market for
Interests and the transfer of Interests is severely restricted, these
filings are unnecessary for the protection of investors and burdensome
to those required to make them.
    13. Rule 38a-1 requires investment companies to adopt, implement
and periodically review written policies reasonably designed to prevent
violation of the federal securities laws and to appoint a chief
compliance officer. Each Investment Fund will comply with rule 38a-
1(a), (c) and (d), except that (i) the members of the Investment
Committee will fulfill the responsibilities assigned to the Investment
Fund's board of directors under the rule, and (ii) because all members
of the Investment Committee would be considered interested persons of
the Investment Funds, approval by a majority of the disinterested board
members required by rule 38a-1 will not be obtained. In addition, the
Investment Funds will comply with the requirement in rule 38a-
1(a)(4)(iv) that the chief compliance officer meet with the
disinterested directors by having the chief compliance officer meet
with the members of the Investment Committee.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Each proposed transaction, to which an Investment Fund is a
party, otherwise prohibited by section 17(a) or section 17(d) and rule
17d-1 (the ``Section 17 Transactions'') will be effected only if the
Investment Committee determines that: (a) The terms of the Section 17
Transaction, including the consideration to be paid or received, are
fair and reasonable to Members of the Investment Fund and do not
involve overreaching of the Investment Fund or its Members on the part
of any person concerned; and (b) the Section 17 Transaction is
consistent with the interests of the Members of the Investment Fund,
the Investment Fund's organizational documents and the Investment
Fund's reports to its Members.
    In addition, the Investment Committee will record and preserve a
description of such Section 17 Transactions, the findings of the
Investment Committee, the information or materials upon which their
findings are based and the basis therefor. All such records will be
maintained for the life of the Investment Fund and at least six years
thereafter and will be subject to examination by the Commission and its
staff. All such records will be maintained in an easily accessible
place for at least the first two years.
    2. If purchases or sales are made by an Investment Fund from or to
an entity affiliated with the Investment Fund by reason of a member of
the Investment Committee (a) serving as an officer, director, general
partner or investment adviser of the entity, or (b) having a 5% or more
investment in the entity, such individual will not participate in the
Investment Fund's determination of whether or not to effect the
purchase or sale.
    3. The Investment Committee will adopt, and periodically review and
update, procedures designed to ensure that reasonable inquiry is made,
prior to the consummation of any Section 17 Transaction, with respect
to the possible involvement in the transaction of any affiliated person
or promoter of or principal underwriter for the Investment Fund, or any
affiliated person of such a person, promoter, or principal underwriter.
    4. The Investment Committee will not purchase for an Investment
Fund any Investment in which a Co-Investor, as defined below, has or
proposes to acquire the same class of securities of the same issuer,
where the investment involves a joint enterprise or other joint
arrangement within the meaning of rule 17d-1 in which the Investment
Fund and the Co-Investor are participants, unless any such Co-Investor,
prior to disposing of all or part of its investment: (a) Gives the
Investment Fund holding such investment sufficient, but not less than
one day's notice of its intent to dispose of its investment, and (b)
refrains from disposing of its investment unless the Investment Fund
holding such investment has the opportunity to dispose of its
investment prior to or concurrently with, on the same terms as, and on
a pro rata basis with the Co-Investor. The term ``Co-Investor'' with
respect to an Investment Fund means any person who is: (a) An
affiliated person of the Investment Fund; (b) the

Company; (c) a current partner, lawyer employed by or key
administrative employee of the Company; (d) an entity in which the
Company or a member of the Investment Committee acts as an officer,
director, or general partner, or has a similar capacity to control the
sale or disposition of the entity's securities; or (e) an investment
vehicle offered, sponsored, or managed by the Company or an affiliated
person of the Company.
    The restrictions contained in this condition, however, shall not be
deemed to limit or prevent the disposition of an investment by a Co-
Investor: (a) To its direct or indirect wholly-owned subsidiary, to any
company (a ``Parent'') of which the Co-Investor is a direct or indirect
wholly-owned subsidiary, or to a direct or indirect wholly-owned
subsidiary of its Parent; (b) to immediate family members of the Co-
Investor or a trust established for the benefit of any such family
member; (c) when the investment is comprised of securities that are
listed on a national securities exchange registered under section 6 of
the Exchange Act; (d) when the investment is comprised of securities
that are national market system (``NMS'') stocks pursuant to section
11A(a)(2) of the Exchange Act and rule 600(a) of Regulation NMS
thereunder; (e) when the investment is comprised of securities that are
listed on or traded on any foreign securities exchange or board of
trade that satisfies regulatory requirements under the law of the
jurisdiction in which such foreign securities exchange or board of
trade is organized similar to those that apply to a national securities
exchange or a national market system of securities; or (f) when the
investment is comprised of securities that are government securities as
defined in section 2(a)(16) of the Act.
    5. An Investment Fund will send, within 120 days after the end of
its fiscal year, or as soon as practicable thereafter, to each Member
who had an interest in the Investment Fund at any time during the
fiscal year then ended, reports and information regarding the
Investments, including financial statements for such Investment Fund
audited by an independent accounting firm. The Investment Committee
will make a valuation or have a valuation made of all of the assets of
an Investment Fund as of each fiscal year end. In addition, within 90
days after the end of each fiscal year of the Investment Fund, or as
soon as practicable thereafter, the Investment Fund shall send a report
to each person who was a Member at any time during the fiscal year then
ended setting forth such tax information as shall be necessary for the
preparation by the Member of his or her federal and state income tax
returns and a report of the investment activities of the Investment
Fund during such year.
    6. An Investment Fund will maintain and preserve, for the life of
the Investment Fund and at least six years thereafter, such accounts,
books, and other documents as constitute the record forming the basis
for the audited financial statements and annual reports of the
Investment Fund to be provided to its Members, and agrees that all such
records will be subject to examination by the Commission and its staff.
All such records will be maintained in an easily accessible place for
at least the first two years.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-28642 Filed 12-28-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 60 (Wednesday, March 29, 2023)]
[Notices]
[Pages 18539-18540]
[FR Doc No: 2023-06510]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #1

    Take notice that the Commission received the following electric
corporate filings:

    Docket Numbers: EC23-66-000.
    Applicants: Apple Blossom Wind, LLC, Black Oak Wind, LLC, Boulder
Solar II, LLC, Cedar Creek II, LLC, Flat Ridge Interconnection LLC,
Fowler Ridge II Wind Farm, LLC, Flat Ridge 3 Wind Energy LLC, Harry
Allen Solar Energy LLC, Mehoopany Wind Energy LLC.
    Description: Joint Application for Authorization Under Section 203
of the Federal Power Act of Apple Blossom Wind, LLC, et al.
    Filed Date: 3/22/23.
    Accession Number: 20230322-5182.
    Comment Date: 5 p.m. ET 4/12/23.

    Take notice that the Commission received the following exempt
wholesale generator filings:

    Docket Numbers: EG23-105-000.
    Applicants: Partin Solar LLC.
    Description: Partin Solar LLC submits Notice of Self-Certification
of Exempt Wholesale Generator Status.
    Filed Date: 3/22/23.
    Accession Number: 20230322-5171.
    Comment Date: 5 p.m. ET 4/12/23.

    Docket Numbers: EG23-106-000.
    Applicants: Desert Peak Energy Center, LLC.
    Description: Desert Peak Energy Center, LLC submits Notice of Self-
Certification of Exempt Wholesale Generator Status.
    Filed Date: 3/22/23.
    Accession Number: 20230322-5172.
    Comment Date: 5 p.m. ET 4/12/23.

    Docket Numbers: EG23-107-000.
    Applicants: Desert Peak Energy Storage I, LLC.
    Description: Desert Peak Energy Storage I, LLC submits Notice of
Self-Certification of Exempt Wholesale Generator Status.
    Filed Date: 3/22/23.
    Accession Number: 20230322-5173.
    Comment Date: 5 p.m. ET 4/12/23.
    Docket Numbers: EG23-108-000.
    Applicants: Desert Peak Energy Storage II, LLC.
    Description: Desert Peak Energy Storage II, LLC submits Notice of
Self-Certification of Exempt Wholesale Generator Status.
    Filed Date: 3/22/23.
    Accession Number: 20230322-5174.
    Comment Date: 5 p.m. ET 4/12/23.

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER23-72-002.
    Applicants: Omaha Public Power District, Southwest Power Pool, Inc.
    Description: Tariff Amendment: Omaha Public Power District submits
tariff filing per 35.17(b): Deficiency Response -Omaha Public Power
Dist Revisions to Formula Rate Protocols to be effective 1/1/2024.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5061.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-366-002
    Applicants: PJM Interconnection, L.L.C.

    Description: Tariff Amendment: Revised ISA, SA No. 2782; Queue No.
W3-002 Supplemental Filing to be effective 11/7/2020.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5091.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-938-001.
    Applicants: Southwest Power Pool, Inc.
    Description: Tariff Amendment: 3334R2 Associated Electric
Cooperative NITSA and NOA to be effective 4/1/2023.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5110.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1440-000.
    Applicants: PacifiCorp.
    Description: Notice of Termination Filing of PacifiCorp.
    Filed Date: 3/21/23.
    Accession Number: 20230321-5181.
    Comment Date: 5 p.m. ET 4/11/23.

    Docket Numbers: ER23-1441-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Original NSA, Service
Agreement No. 6837; Queue No. AE1-104 to be effective 2/24/2023.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5000.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1442-000.
    Applicants: Tucson Electric Power Company.
    Description: Sec.  205(d) Rate Filing: TEP EIM Errata Filing to be
effective 5/3/2022.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5050.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1443-000.
    Applicants: R-WS Antelope Valley Gen-Tie, LLC.
    Description: Sec.  205(d) Rate Filing: Large Generator
Interconnection Agreement Co-Tenancy Agreement to be effective 3/24/
2023.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5053.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1444-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 2023-03-23_Attachment L
Virtual MWh Deadline Revision to be effective 5/23/2023.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5057.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1445-000.
    Applicants: Hobnail Solar, LLC.
    Description: Baseline eTariff Filing: Application for Market Based
Rate to be effective 6/9/2023.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5058.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1446-000.
    Applicants: New York Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: NYISO 205: Amended LGIA LIPA
Calverton Solar Project SA2709 to be effective 3/9/2023.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5072.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1447-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Original ISA, SA No. 6834;
Queue No. AE2-113 to be effective 2/21/2023.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5101.
    Comment Date: 5 p.m. ET 4/13/23.

    Docket Numbers: ER23-1448-000.
    Applicants: Evergy Kansas Central, Inc.
    Description: Tariff Amendment: Notice of Cancellation of Rate
Schedule No. 331, Kansas Power Pool to be effective 12/31/2022.
    Filed Date: 3/23/23.
    Accession Number: 20230323-5124.
    Comment Date: 5 p.m. ET 4/13/23.

    The filings are accessible in the Commission's eLibrary system
(https://elibrary.ferc.gov/idmws/search/fercgensearch.asp) by querying
the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: March 23, 2023.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2023-06510 Filed 3-28-23; 8:45 am]
BILLING CODE 6717-01-P