12040 Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 

17 17 CFR 200.30–3(a)(85). 

1The term ‘‘successor’’, as applied to each 

Adviser (as defined below), means an entity that 

results from a reorganization into another 

jurisdiction or change in the type of business 

organization. 

G. Approval by Sponsors in Accordance 

With Plans 

Section IV(c)(i) of the CQ Plan and 

Section IV(b)(i) of the CTA Plan require 

the Participants to unanimously 

approve the Amendments proposed 

herein. They so approved it. 

H. Description of Operation of Facility 

Contemplated by the Proposed 

Amendments 

Not applicable. 

I. Terms and Conditions of Access 

Not applicable. 

J. Method of Determination and 

Imposition, and Amount of, Fees and 

Charges 

Not applicable. 

K. Method and Frequency of Processor 

Evaluation 

Not applicable. 

L. Dispute Resolution 

Not applicable. 

II. Regulation NMS Rule 601(a) (Solely 

in Its Application to the Amendments 

to the CTA Plan) 

A. Equity Securities for Which 

Transaction Reports Shall be Required 

by the Plan 

Not applicable. 

B. Reporting Requirements 

Not applicable. 

C. Manner of Collecting, Processing, 

Sequencing, Making Available and 

Disseminating Last Sale Information 

Not applicable. 

D. Manner of Consolidation 

Not applicable. 

E. Standards and Methods Ensuring 

Promptness, Accuracy and 

Completeness of Transaction Reports 

Not applicable. 

F. Rules and Procedures Addressed to 

Fraudulent or Manipulative 

Dissemination 

Not applicable. 

G. Terms of Access to Transaction 

Reports 

Not applicable. 

H. Identification of Marketplace of 

Execution 

Not applicable. 

III. Solicitation of Comments 

The Commission seeks comments on 

the Amendments. Interested persons are 

invited to submit written data, views, 

and arguments concerning the 

foregoing, including whether the 

proposed Amendments are consistent 

with the Act and the rules and 

regulations thereunder applicable to 

national market system plans. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CTA/CQ–2021–01 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CTA/CQ–2021–01. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

website (http://www.sec.gov/rules/ 

sro.shtml). Copies of the submission, all 

written statements with respect to the 

proposed Amendments that are filed 

with the Commission, and all written 

communications relating to the 

proposed Amendments between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for website 

viewing and printing at the principal 

office of the Plans. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–CTA/ 

CQ–2021–01 and should be submitted 

on or before March 22, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04088 Filed 2–26–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34202; 812–15120] 

Star Mountain Credit Opportunities 

Fund, LP, et al. 

February 23, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under sections 17(d) and 57(i) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) and rule 17d–1 under the Act to 

permit certain joint transactions 

otherwise prohibited by sections 17(d) 

and 57(a)(4) of the Act and rule 17d–1 

under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

business development companies 

(‘‘BDCs’’) and closed-end management 

investment companies to co-invest in 

portfolio companies with each other and 

with certain affiliated investment funds. 

APPLICANTS: Star Mountain Credit 

Opportunities Fund, LP (the ‘‘Fund’’); 

Star Mountain Fund Management, LLC 

(the ‘‘BDC Adviser), on behalf of itself 

and its successors; 1 Star Mountain 

Diversified Small Business Access Fund 

II, LP, Star Mountain Diversified Small 

Business Access Fund II–A, LP, Star 

Mountain Diversified Credit Income 

Fund III, LP, Star Mountain—PA Small 

Business Co-Investment Platform, LP, 

Star Mountain—PA Small Business CoInvestment Platform II, LP, Star 

Mountain—PA Holdings I, LTD, Star 

Mount U.S. Lower Middle-Market 

Secondary Fund II, LP and Star 

Mountain SBIC Fund, LP (collectively, 

the ‘‘Existing Affiliated Funds’’). 

FILING DATES: The application was filed 

on April 3, 2020 and amended on July 

29, 2020 and November 25, 2020. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov 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 March 

22, 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– 

Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 12041 

2Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the 

purpose of making investments in securities 

described in sections 55(a)(1) through 55(a)(3) of the 

Act and makes available significant managerial 

assistance with respect to the issuers of such 

securities. 

3The term ‘‘Board’’ refers to the board of directors 

of any Regulated Fund. 

4 ‘‘Regulated Fund’’ means the Fund and any 

Future Regulated Fund. ‘‘Future Regulated Fund’’ 

means any closed-end management investment 

company (a) that is registered under the Act or has 

elected to be regulated as BDC, (b) whose 

investment adviser is an Adviser, and (c) that 

intends to participate in the Co-Investment 

Program. The term ‘‘Adviser’’ means the BDC 

Adviser and any future investment adviser that (i) 

controls, is controlled by, or is under common 

control with the BDC Adviser and (ii) is registered 

as an investment adviser under the Advisers Act. 

5 ‘‘Affiliated Fund’’ means the Existing Affiliated 

Funds and any entity (a) whose investment adviser 

is an Adviser, (b) that would be an investment 

company but for section 3(c)(1) or 3(c)(7) of the Act, 

and (c) that intends to participate in the CoInvestment Program. 

6The term ‘‘private placement transactions’’ 

means transactions in which the offer and sale of 

securities by the issuer are exempt from registration 

under the Securities Act of 1933 (the ‘‘Securities 

Act’’). 

7All existing entities that currently intend to rely 

upon the requested Order have been named as 

applicants. Any other existing or future entity that 

subsequently relies on the Order will comply with 

the terms and conditions of the application. 

8The term ‘‘Wholly-Owned Investment Sub’’ 

means an entity (i) that is wholly-owned by a 

Regulated Fund (with the Regulated Fund at all 

times holding, beneficially and of record, 100 

percent of the voting and economic interests); (ii) 

whose sole business purpose is to hold one or more 

investments on behalf of the Regulated Fund; (iii) 

with respect to which the Regulated Fund’s Board 

has the sole authority to make all determinations 

with respect to the entity’s participation under the 

conditions of the application; and (iv) that would 

be an investment company but for section 3(c)(1) or 

3(c)(7) of the Act. All subsidiaries participating in 

Co-Investment Transactions will be Wholly-Owned 

Investment Subs and will have Objectives and 

Strategies (as defined below) that are either the 

same as, or a subset of, their parent Regulated 

Fund’s Objectives and Strategies. 

5 under the Act, hearing requests should 

state the nature of the writer’s interest, 

any facts bearing upon the desirability 

of a hearing on the matter, the reason for 

the request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary at 

Secretarys-Office@sec.gov. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, SecretarysOffice@sec.gov. Applicants: 

Chris.Gimbert@

starmountaincapital.com and 

Richard.horowitz@dechert.com. 

FOR FURTHER INFORMATION CONTACT: 

Barbara T. Heussler, Senior Counsel, at 

(202) 551–6990 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 (202) 551–8090. 

Applicants’ Representations 

1. The Fund is a Delaware limited 

partnership that will convert to a 

Delaware corporation that is a nondiversified, closed-end management 

investment company and intends to 

elect to be regulated as a business 

development company (‘‘BDC’’) under 

section 54(a) of the Act.2 The Fund’s 

investment objective is to create a 

diversified and current yielding 

portfolio composed primarily of senior 

and subordinated loans with equity 

upside investments in the U.S. small 

and medium-sized business (‘‘SMBs’’) 

market segment. The Fund invests 

primarily in privately negotiated loans 

and equity investments to SMBs 

generally with annual revenues greater 

than $15 million and earnings before 

interest, taxes, depreciation and 

amortization of less than $50 million. 

The Fund generates revenues primarily 

through receipt of interest income from 

the investments it holds. The board of 

directors (the ‘‘Board’’) 3 of the Fund 

will be comprised of five directors, three 

of whom are not ‘‘interested persons,’’ 

within the meaning of section 2(a)(19) of 

the Act (‘‘Non-Interested Directors’’). 

Prior to relying on the requested Order, 

the Fund will have filed an election to 

be regulated as a BDC under the Act. 

2. The BDC Adviser is a limited 

liability company organized under the 

laws of the State of Delaware and is 

registered with the Commission under 

the Investment Advisers Act of 1940 

(the ‘‘Advisers Act’’). The BDC Adviser 

serves as the investment adviser to the 

Fund and each of the Existing Affiliated 

Funds. 

3. The Existing Affiliated Funds 

pursue strategies focused on investing 

in senior and subordinated loans with 

equity upside investments in U.S. small 

and medium-sized businesses. Each 

Existing Affiliated Fund is an entity 

whose investment adviser is the BDC 

Adviser and that would be an 

investment company but for section 

3(c)(1) or 3(c)(7) of the Act. 

4. Applicants seek an order (‘‘Order’’) 

to permit a Regulated Fund 4 and one or 

more other Regulated Funds and/or one 

or more Affiliated Funds 5 to participate 

in the same investment opportunities 

through a proposed co-investment 

program (the ‘‘Co-Investment Program’’) 

where such participation would 

otherwise be prohibited under section 

17(d) and/or section 57(a)(4) and rule 

17d–1 by (a) co-investing with each 

other in securities issued by issuers in 

private placement transactions in which 

an Adviser negotiates terms in addition 

to price; 6 and (b) making additional 

investments in securities of such 

issuers, including through the exercise 

of warrants, conversion privileges, and 

other rights to purchase securities of the 

issuers (‘‘Follow-On Investments’’). ‘‘CoInvestment Transaction’’ means any 

transaction in which a Regulated Fund 

(or its Wholly-Owned Investment Sub, 

as defined below) participates together 

with one or more other Regulated Funds 

and/or one or more Affiliated Funds in 

reliance on the requested Order. 

‘‘Potential Co-Investment Transaction’’ 

means any investment opportunity in 

which a Regulated Fund (or its WhollyOwned Investment Sub) could not 

participate together with one or more 

Affiliated Funds and/or one or more 

other Regulated Funds without 

obtaining and relying on the Order.7

5. Applicants state that any of the 

Regulated Funds may, from time to 

time, form a Wholly-Owned Investment 

Sub.8 Such a subsidiary would be 

prohibited from investing in a CoInvestment Transaction with any 

Affiliated Fund or Regulated Fund 

because it would be a company 

controlled by its parent Regulated Fund 

for purposes of section 57(a)(4) of the 

Act and rule 17d–1 under the Act. 

Applicants request that each WhollyOwned Investment Sub be permitted to 

participate in Co-Investment 

Transactions in lieu of its parent 

Regulated Fund and that the WhollyOwned Investment Sub’s participation 

in any such transaction be treated, for 

purposes of the Order, as though the 

parent Regulated Fund were 

participating directly. Applicants 

represent that this treatment is justified 

because a Wholly-Owned Investment 

Sub would have no purpose other than 

serving as a holding vehicle for the 

Regulated Fund’s investments and, 

therefore, no conflicts of interest could 

arise between the Regulated Fund and 

the Wholly-Owned Investment Sub. The 

Regulated Fund’s Board would make all 

relevant determinations under the 

conditions with regard to a WhollyOwned Investment Sub’s participation 

in a Co-Investment Transaction, and the 

Regulated Fund’s Board would be 

informed of, and take into 

consideration, any proposed use of a 

Wholly-Owned Investment Sub in the 

Regulated Fund’s place. If the Regulated 

Fund proposes to participate in the 

12042 Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 

9 ‘‘Objectives and Strategies’’ means a Regulated 

Fund’s investment objectives and strategies, as 

described in the Regulated Fund’s registration 

statement on Form N–2, other filings the Regulated 

Fund has made with the Commission under the 

Securities Act, or under the Securities Exchange 

Act of 1934, and the Regulated Fund’s reports to 

shareholders. 

10The amount of each Regulated Fund’s capital 

available for investment will be determined based 

on the amount of cash on hand, existing 

commitments and reserves, if any, the targeted 

leverage level, targeted asset mix and other 

investment policies and restrictions set from time 

to time by the Board of the applicable Regulated 

Fund or imposed by applicable laws, rules, 

regulations or interpretations. 

11The Regulated Funds, however, will not be 

obligated to invest, or co-invest, when investment 

opportunities are referred to them. 

12 In the case of a Regulated Fund that is a 

registered closed-end fund, the Board members that 

make up the Required Majority will be determined 

as if the Regulated Fund were a BDC subject to 

section 57(o). 

same Co-Investment Transaction with 

any of its Wholly-Owned Investment 

Subs, the Board will also be informed 

of, and take into consideration, the 

relative participation of the Regulated 

Fund and the Wholly-Owned 

Investment Sub. 

6. When considering Potential CoInvestment Transactions for any 

Regulated Fund, the applicable Adviser 

will consider only the Objectives and 

Strategies,9 investment policies, 

investment positions, capital available 

for investment,10 and other pertinent 

factors applicable to that Regulated 

Fund. The Regulated Fund’s Adviser 

expects that any portfolio company that 

is an appropriate investment for a 

Regulated Fund should also be an 

appropriate investment for one or more 

other Regulated Funds and/or one or 

more Affiliated Funds, with certain 

exceptions based on capital available for 

investment or diversification. The Board 

of each Regulated Fund, including the 

Non-Interested Directors, has 

determined, or will have determined, 

that it is in the best interests of the 

Regulated Fund to participate in CoInvestment Transactions.11

7. Other than pro rata dispositions 

and Follow-On Investments as provided 

in conditions 7 and 8, and after making 

the determinations required in 

conditions 1 and 2(a), the Adviser will 

present each Potential Co-Investment 

Transaction and the proposed allocation 

to the directors of the Board eligible to 

vote on that Co-Investment Transaction 

under section 57(o) of the Act (‘‘Eligible 

Directors’’), and the required majority of 

such directors of the Board, as defined 

in section 57(o) of the Act (‘‘Required 

Majority’’) 12 will approve each CoInvestment Transaction prior to any 

investment by the participating 

Regulated Fund. 

8. With respect to the pro rata 

dispositions and Follow-On Investments 

provided in conditions 7 and 8, a 

Regulated Fund may participate in a pro 

rata disposition or Follow-On 

Investment without obtaining prior 

approval of the Required Majority if, 

among other things: (i) The proposed 

participation of each Regulated Fund 

and Affiliated Fund in such disposition 

or Follow-On Investment is 

proportionate to its outstanding 

investments in the issuer immediately 

preceding the disposition or Follow-On 

Investment, as the case may be; and (ii) 

the Board of the Regulated Fund has 

approved that Regulated Fund’s 

participation in pro rata dispositions 

and Follow-On Investments as being in 

the best interests of the Regulated Fund. 

If the Board does not so approve, any 

such disposition or Follow-On 

Investment will be submitted to the 

Regulated Fund’s Eligible Directors. The 

Board of any Regulated Fund may at any 

time rescind, suspend or qualify its 

approval of pro rata dispositions and 

Follow-On Investments with the result 

that all dispositions and/or Follow-On 

Investments must be submitted to the 

Eligible Directors. 

9. No Non-Interested Director of a 

Regulated Fund will have a financial 

interest in any Co-Investment 

Transaction, other than indirectly 

through share ownership in one of the 

Regulated Funds. 

10. If the Advisers, their principal 

owners (the ‘‘Principals’’), or any person 

controlling, controlled by, or under 

common control with the Advisers or 

the Principals, and the Affiliated Funds 

(collectively, the ‘‘Holders’’) own in the 

aggregate more than 25 percent of the 

outstanding voting shares of a Regulated 

Fund (the ‘‘Shares’’), then the Holders 

will vote such Shares as required under 

condition 14. 

Applicants’ Legal Analysis 

1. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit affiliated 

persons of a registered investment 

company from participating in joint 

transactions with the company unless 

the Commission has granted an order 

permitting such transactions. In passing 

upon applications under rule 17d–1, the 

Commission considers whether the 

company’s participation in the joint 

transaction is consistent with the 

provisions, policies, and purposes of the 

Act and the extent to which such 

participation is on a basis different from 

or less advantageous than that of other 

participants. 

2. Similarly, with regard to BDCs, 

section 57(a)(4) of the Act generally 

prohibits certain persons specified in 

section 57(b) from participating in joint 

transactions with the BDC or a company 

controlled by the BDC in contravention 

of rules as prescribed by the 

Commission. Section 57(i) of the Act 

provides that, until the Commission 

prescribes rules under section 57(a)(4), 

the Commission’s rules under section 

17(d) of the Act applicable to registered 

closed-end investment companies will 

be deemed to apply to transactions 

subject to section 57(a)(4). Because the 

Commission has not adopted any rules 

under section 57(a)(4), rule 17d–1 also 

applies to joint transactions with 

Regulated Funds that are BDCs. 

3. Applicants state that in the absence 

of the requested relief, in some 

circumstances the Regulated Funds 

would be limited in their ability to 

participate in attractive and appropriate 

investment opportunities. Applicants 

believe that the proposed terms and 

conditions set forth in the application 

ensure that the proposed Co-Investment 

Transactions are consistent with the 

protection of each Regulated Fund’s 

shareholders and with the purposes 

intended by the policies and provisions 

of the Act. Applicants believe that the 

participation of the Regulated Funds in 

the Co-Investment Transactions done in 

accordance with the proposed terms and 

conditions would be consistent with the 

provisions, policies, and purposes of the 

Act and would be done in a manner that 

was not different from, or less 

advantageous than, the other 

participants. 

Applicants’ Conditions 

Applicants agree that the Order shall 

be subject to the following conditions: 

1. Each time an Adviser considers a 

Potential Co-Investment Transaction for 

an Affiliated Fund or another Regulated 

Fund that falls within a Regulated 

Fund’s then-current Objectives and 

Strategies, the Regulated Fund’s Adviser 

will make an independent 

determination of the appropriateness of 

the investment for such Regulated Fund 

in light of the Regulated Fund’s thencurrent circumstances. 

2.(a) If the Adviser deems a Regulated 

Fund’s participation in any Potential 

Co-Investment Transaction to be 

appropriate for the Regulated Fund, it 

will then determine an appropriate level 

of investment for the Regulated Fund. 

(b) If the aggregate amount 

recommended by the applicable Adviser 

to be invested by the applicable 

Regulated Fund in the Potential CoInvestment Transaction, together with 

the amount proposed to be invested by 

Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 12043 

13This exception applies only to Follow-On 

Investments by a Regulated Fund in issuers in 

which that Regulated Fund already holds 

investments. 

the other participating Regulated Funds 

and Affiliated Funds, collectively, in the 

same transaction, exceeds the amount of 

the investment opportunity, the 

investment opportunity will be 

allocated among them pro rata based on 

each participant’s capital available for 

investment in the asset class being 

allocated, up to the amount proposed to 

be invested by each. The applicable 

Adviser will provide the Eligible 

Directors of each participating 

Regulated Fund with information 

concerning each participating party’s 

available capital to assist the Eligible 

Directors with their review of the 

Regulated Fund’s investments for 

compliance with these allocation 

procedures. 

(c) After making the determinations 

required in conditions 1 and 2(a), the 

applicable Adviser will distribute 

written information concerning the 

Potential Co-Investment Transaction 

(including the amount proposed to be 

invested by each participating Regulated 

Fund and Affiliated Fund) to the 

Eligible Directors of each participating 

Regulated Fund for their consideration. 

A Regulated Fund will co-invest with 

one or more other Regulated Funds and/ 

or one or more Affiliated Funds only if, 

prior to the Regulated Fund’s 

participation in the Potential CoInvestment Transaction, a Required 

Majority concludes that: 

(i) The terms of the Potential CoInvestment Transaction, including the 

consideration to be paid, are reasonable 

and fair to the Regulated Fund and its 

shareholders and do not involve 

overreaching in respect of the Regulated 

Fund or its shareholders on the part of 

any person concerned; 

(ii) the Potential Co-Investment 

Transaction is consistent with: 

(A) The interests of the shareholders 

of the Regulated Fund; and 

(B) the Regulated Fund’s then-current 

Objectives and Strategies; 

(iii) the investment by any other 

Regulated Funds or Affiliated Funds 

would not disadvantage the Regulated 

Fund, and participation by the 

Regulated Fund would not be on a basis 

different from or less advantageous than 

that of other Regulated Funds or 

Affiliated Funds; provided that, if any 

other Regulated Fund or Affiliated 

Fund, but not the Regulated Fund itself, 

gains the right to nominate a director for 

election to a portfolio company’s board 

of directors or the right to have a board 

observer or any similar right to 

participate in the governance or 

management of the portfolio company, 

such event shall not be interpreted to 

prohibit the Required Majority from 

reaching the conclusions required by 

this condition (2)(c)(iii), if: 

(A) The Eligible Directors will have 

the right to ratify the selection of such 

director or board observer, if any; 

(B) the applicable Adviser agrees to, 

and does, provide periodic reports to 

the Regulated Fund’s Board with respect 

to the actions of such director or the 

information received by such board 

observer or obtained through the 

exercise of any similar right to 

participate in the governance or 

management of the portfolio company; 

and 

(C) any fees or other compensation 

that any Affiliated Fund or any 

Regulated Fund or any affiliated person 

of any Affiliated Fund or any Regulated 

Fund receives in connection with the 

right of an Affiliated Fund or a 

Regulated Fund to nominate a director 

or appoint a board observer or otherwise 

to participate in the governance or 

management of the portfolio company 

will be shared proportionately among 

the participating Affiliated Funds (who 

each may, in turn, share its portion with 

its affiliated persons) and the 

participating Regulated Funds in 

accordance with the amount of each 

party’s investment; and 

(iv) the proposed investment by the 

Regulated Fund will not benefit the 

Advisers, the Affiliated Funds or the 

other Regulated Funds or any affiliated 

person of any of them (other than the 

parties to the Co-Investment 

Transaction), except (A) to the extent 

permitted by condition 13, (B) to the 

extent permitted by section 17(e) or 

57(k) of the Act, as applicable, (C) 

indirectly, as a result of an interest in 

the securities issued by one of the 

parties to the Co-Investment 

Transaction, or (D) in the case of fees or 

other compensation described in 

condition 2(c)(iii)(C). 

3. Each Regulated Fund has the right 

to decline to participate in any Potential 

Co-Investment Transaction or to invest 

less than the amount proposed. 

4. The applicable Adviser will present 

to the Board of each Regulated Fund, on 

a quarterly basis, a record of all 

investments in Potential Co-Investment 

Transactions made by any of the other 

Regulated Funds or Affiliated Funds 

during the preceding quarter that fell 

within the Regulated Fund’s thencurrent Objectives and Strategies that 

were not made available to the 

Regulated Fund, and an explanation of 

why the investment opportunities were 

not offered to the Regulated Fund. All 

information presented to the Board 

pursuant to this condition will be kept 

for the life of the Regulated Fund and 

at least two years thereafter, and will be 

subject to examination by the 

Commission and its staff. 

5. Except for Follow-On Investments 

made in accordance with condition 8,13

a Regulated Fund will not invest in 

reliance on the Order in any issuer in 

which another Regulated Fund, 

Affiliated Fund, or any affiliated person 

of another Regulated Fund or Affiliated 

Fund is an existing investor. 

6. A Regulated Fund will not 

participate in any Potential CoInvestment Transaction unless the 

terms, conditions, price, class of 

securities to be purchased, settlement 

date, and registration rights will be the 

same for each participating Regulated 

Fund and Affiliated Fund. The grant to 

an Affiliated Fund or another Regulated 

Fund, but not the Regulated Fund, of 

the right to nominate a director for 

election to a portfolio company’s board 

of directors, the right to have an 

observer on the board of directors or 

similar rights to participate in the 

governance or management of the 

portfolio company will not be 

interpreted so as to violate this 

condition 6, if conditions 2(c)(iii)(A), (B) 

and (C) are met. 

7.(a) If any Affiliated Fund or any 

Regulated Fund elects to sell, exchange 

or otherwise dispose of an interest in a 

security that was acquired in a CoInvestment Transaction, the applicable 

Advisers will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed disposition 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

participation by each Regulated Fund in 

the disposition. 

(b) Each Regulated Fund will have the 

right to participate in such disposition 

on a proportionate basis, at the same 

price and on the same terms and 

conditions as those applicable to the 

participating Affiliated Funds and any 

other Regulated Fund. 

(c) A Regulated Fund may participate 

in such disposition without obtaining 

prior approval of the Required Majority 

if: (i) The proposed participation of each 

Regulated Fund and each Affiliated 

Fund in such disposition is 

proportionate to its outstanding 

investments in the issuer immediately 

preceding the disposition; (ii) the Board 

of the Regulated Fund has approved as 

being in the best interests of the 

Regulated Fund the ability to participate 

in such dispositions on a pro rata basis 

(as described in greater detail in the 

12044 Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 

14Applicants are not requesting and the staff is 

not providing any relief for transaction fees 

received in connection with any Co-Investment 

Transaction. 

application); and (iii) the Board of the 

Regulated Fund is provided on a 

quarterly basis with a list of all 

dispositions made in accordance with 

this condition. In all other cases, the 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Eligible 

Directors, and the Regulated Fund will 

participate in such disposition solely to 

the extent that a Required Majority 

determines that it is in the Regulated 

Fund’s best interests. 

(d) Each Affiliated Fund and each 

Regulated Fund will bear its own 

expenses in connection with any such 

disposition. 

8.(a) If any Affiliated Fund or any 

Regulated Fund desires to make a 

Follow-On Investment in a portfolio 

company whose securities were 

acquired in a Co-Investment 

Transaction, the applicable Advisers 

will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed transaction 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

the proposed participation, including 

the amount of the proposed Follow-On 

Investment, by each Regulated Fund. 

(b) A Regulated Fund may participate 

in such Follow-On Investment without 

obtaining prior approval of the Required 

Majority if: (i) The proposed 

participation of each Regulated Fund 

and each Affiliated Fund in such 

investment is proportionate to its 

outstanding investments in the issuer 

immediately preceding the Follow-On 

Investment; and (ii) the Board of the 

Regulated Fund has approved as being 

in the best interests of the Regulated 

Fund the ability to participate in 

Follow-On Investments on a pro rata 

basis (as described in greater detail in 

the application). In all other cases, the 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Eligible 

Directors, and the Regulated Fund will 

participate in such Follow-On 

Investment solely to the extent that a 

Required Majority determines that it is 

in the Regulated Fund’s best interests. 

(c) If, with respect to any Follow-On 

Investment: 

(i) The amount of the opportunity is 

not based on the Regulated Funds’ and 

the Affiliated Funds’ outstanding 

investments immediately preceding the 

Follow-On Investment; and 

(ii) the aggregate amount 

recommended by the Adviser to be 

invested by each Regulated Fund in the 

Follow-On Investment, together with 

the amount proposed to be invested by 

the participating Affiliated Funds in the 

same transaction, exceeds the amount of 

the opportunity; then the amount 

invested by each such party will be 

allocated among them pro rata based on 

each party’s capital available for 

investment in the asset class to be 

allocated, up to the amount proposed to 

be invested by each. 

(d) The acquisition of Follow-On 

Investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and subject to the other conditions set 

forth in the application. 

9. The Non-Interested Directors of 

each Regulated Fund will be provided 

quarterly for review all information 

concerning Potential Co-Investment 

Transactions and Co-Investment 

Transactions, including investments 

made by other Regulated Funds and 

Affiliated Funds that the Regulated 

Fund considered but declined to 

participate in, so that the Non-Interested 

Directors may determine whether all 

investments made during the preceding 

quarter, including those investments 

which the Regulated Fund considered 

but declined to participate in, comply 

with the conditions of the Order. In 

addition, the Non-Interested Directors 

will consider at least annually the 

continued appropriateness for the 

Regulated Fund of participating in new 

and existing Co-Investment 

Transactions. 

10. Each Regulated Fund will 

maintain the records required by section 

57(f)(3) of the Act as if each of the 

Regulated Funds were a BDC and each 

of the investments permitted under 

these conditions were approved by the 

Required Majority under section 57(f) of 

the Act. 

11. No Non-Interested Director of a 

Regulated Fund will also be a director, 

general partner, managing member or 

principal, or otherwise an ‘‘affiliated 

person’’ (as defined in the Act) of an 

Affiliated Fund. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the Securities 

Act) will, to the extent not payable by 

the Advisers under their respective 

investment advisory agreements with 

Affiliated Funds and the Regulated 

Funds, be shared by the Regulated 

Funds and the Affiliated Funds in 

proportion to the relative amounts of the 

securities held or to be acquired or 

disposed of, as the case may be. 

13. Any transaction fee 14 (including 

break-up or commitment fees but 

excluding broker’s fees contemplated by 

section 17(e) or 57(k) of the Act, as 

applicable), received in connection with 

a Co-Investment Transaction will be 

distributed to the participating 

Regulated Funds and Affiliated Funds 

on a pro rata basis based on the amounts 

they invested or committed, as the case 

may be, in such Co-Investment 

Transaction. If any transaction fee is to 

be held by an Adviser pending 

consummation of the transaction, the 

fee will be deposited into an account 

maintained by such Adviser at a bank or 

banks having the qualifications 

prescribed in section 26(a)(1) of the Act, 

and the account will earn a competitive 

rate of interest that will also be divided 

pro rata among the participating 

Regulated Funds and Affiliated Funds 

based on the amounts they invest in 

such Co-Investment Transaction. None 

of the Affiliated Funds, the Advisers, 

the other Regulated Funds or any 

affiliated person of the Regulated Funds 

or Affiliated Funds will receive 

additional compensation or 

remuneration of any kind as a result of 

or in connection with a Co-Investment 

Transaction (other than (a) in the case 

of the Regulated Funds and the 

Affiliated Funds, the pro rata 

transaction fees described above and 

fees or other compensation described in 

condition 2(c)(iii)(C); and (b) in the case 

of an Adviser, investment advisory fees 

paid in accordance with the agreement 

between the Adviser and the Regulated 

Fund or Affiliated Fund. 

14. If the Holders own in the aggregate 

more than 25 percent of the Shares of 

a Regulated Fund, then the Holders will 

vote such Shares in the same 

percentages as the Regulated Fund’s 

other shareholders (not including the 

Holders) when voting on (1) the election 

of directors; (2) the removal of one or 

more directors; or (3) any other matter 

under either the Act or applicable State 

law affecting the Board’s composition, 

size or manner of election. 

15. Each Regulated Fund’s chief 

compliance officer, as defined in rule 

38a–1(a)(4) under the Act, will prepare 

an annual report for its Board each year 

that evaluates (and documents the basis 

of that evaluation) the Regulated Fund’s 

compliance with the terms and 

conditions of the application and the 

procedures established to achieve such 

compliance. 

Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 12045 

1We base this estimate on the average number of 

filers with CIKs who have obtained access codes to 

EDGAR for the past three fiscal years. (524 + 359 

+ 330)/3 = 404. 

2We base this estimate on the number of Form 

ID filings for filers with no CIKs for the past three 

fiscal years and subtracting it from the current 

approved estimate. ((49,269 + 48,136 + 46,861)/3) 

¥ 46,842 = 1,247. 

3 46,842 + 404 + 1,247 = 48,493. 

4 48,493 × 0.15 = 7,274. 

5See Adoption of Updated EDGAR Filer Manual, 

Proposed Collection and Comment Request for 

Form ID, Release No. 33–10902 (Dec. 11, 2020) [86 

FR 7968] (Feb. 3, 2021)] (allowing applicants to 

EDGAR the option of obtaining electronic 

notarizations and remote online notarizations). The 

Commission also amended 17 CFR 232.10(b) to 

remove the manual signature requirement for 

EDGAR access requests to allow electronic 

signature requests. Id. The methods of notarization 

provide an efficient means of authenticating 

signatures in connection with requests for EDGAR 

access. 

1 15 U.S.C. 78k–1. 

2 17 CFR 242.608. 

3See Letter from Robert Books, Chair, UTP 

Operating Committee, to Vanessa Countryman, 

Secretary, Commission (Feb. 11, 2021). 

4The Participants are: Cboe BYX Exchange, Inc., 

Cboe BZX Exchange, Inc., Cboe EDGA Exchange, 

Inc., Cboe EDGX Exchange, Inc., Cboe Exchange, 

Inc., Financial Industry Regulatory Authority, Inc., 

The Investors’ Exchange LLC, Long-Term Stock 

Exchange, Inc., MEMX LLC, MIAX PEARL, LLC, 

Nasdaq BX, Inc., Nasdaq ISE, LLC, Nasdaq PHLX, 

Inc., The Nasdaq Stock Market LLC, New York 

Stock Exchange LLC, NYSE American LLC, NYSE 

Arca, Inc., NYSE Chicago, Inc., and NYSE National, 

Inc. (collectively, the ‘‘Participants’’). 

For the Commission, by the Division 

of Investment Management, under 

delegated authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04075 Filed 2–26–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Extension Form Id 3235–0328] 

Submission for OMB Review; 

Comment Request; Upon Written 

Request 

Copies Available From: Securities and 

Exchange Commission, Office of FOIA 

Services, 100 F Street NE, 

Washington, DC 20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) (the ‘‘Paperwork 

Reduction Act’’), the Commission is 

soliciting comments on the collection of 

information summarized below. The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget. 

Form ID (OMB Control No. 3235– 

0328) must be completed and filed with 

the Commission by all individuals, 

companies, and other organizations who 

seek access to file electronically on the 

Commission’s primary electronic filing 

system, Electronic Data Gathering, 

Analysis and Retrieval system 

(‘‘EDGAR’’). Those seeking access to file 

on EDGAR typically include those who 

are required to make certain disclosures 

pursuant to the federal securities laws. 

The information provided on Form ID is 

an essential part of the security of 

EDGAR. Form ID is not a public 

document because it is used solely for 

the purpose of screening applicants and 

granting access to EDGAR. Form ID 

must be submitted whenever an 

applicant seeks an EDGAR 

identification number (Central Index 

Key or CIK) and access codes to file on 

EDGAR. 

The Commission may consider, 

among other things, amendments to 

Form ID that would result in a more 

uniform and secure process for EDGAR 

access by requiring certain applicants 

that already have a CIK, but do not have 

EDGAR access codes, to submit the 

Form ID to obtain access to EDGAR. If 

these amendments are adopted, for 

purposes of the Paperwork Reduction 

Act, the estimated total number of 

annual Form ID filings for filers with 

CIKs that need to obtain access codes is 

approximately 404 filings.1

Additionally, we would update the 

current approved estimate of the annual 

number of Form ID filings for new filers 

without CIKs (46,842 filings) by 

approximately 1,247 filings.2

Thus, for purposes of the Paperwork 

Reduction Act, the estimated total 

number of annual Form ID filings would 

increase from 46,842 filings to 48,493 

filings.3 The estimate of 0.15 hours per 

response would stay the same, as the 

filers with CIKs would be filling out the 

same information as filers without CIKs. 

The estimated total annual burden 

would increase from 7,026 hours to 

7,274 hours.4 The estimate that the filers 

are responsible for 100% of the total 

burden hours would stay the same. 

In relation to the potential 

amendments described above, the 

Commission may consider amending 

the Form ID to delete references to 

applicants that do not have CIKs. If 

adopted, this amendment would clarify 

that a Form ID submission would also 

be required by applicants that already 

have CIKs but do not have EDGAR 

access codes. Separately, the 

Commission may also consider 

modifying Form ID to update its 

instructions and cross-references to 

Volume I of the EDGAR Filer Manual.5

Other than the potential amendments 

to require certain applicants that already 

have a CIK, but do not have EDGAR 

access codes, to submit the Form ID, we 

do not believe that these additional 

amendments to the Form ID would 

make any substantive modifications to 

any existing collection of information 

requirements or impose any new 

substantive recordkeeping or 

information collection requirements 

within the meaning of the Paperwork 

Reduction Act. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to (i) www.reginfo.gov/public/do/ 

PRAMain and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, c/ 

o Cynthia Roscoe, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: February 24, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04139 Filed 2–26–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91190; File No. S7–24–89] 

Joint Industry Plan; Notice of Filing 

and Immediate Effectiveness of the 

Fiftieth Amendment to the Joint SelfRegulatory Organization Plan 

Governing the Collection, 

Consolidation and Dissemination of 

Quotation and Transaction Information 

for Nasdaq-Listed Securities Traded on 

Exchanges on an Unlisted Trading 

Privileges Basis 

February 23, 2021. 

Pursuant to Section 11A of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 608 thereunder,2

notice is hereby given that on February 

11, 2021,3 the Participants 4 in the Joint 

Self-Regulatory Organization Plan 

Governing the Collection, Consolidation 

and Dissemination of Quotation and 

Transaction Information for NasdaqListed Securities Traded on Exchanges