Federal Register / Vol. 86, No. 42 / Friday, March 5, 2021 / Notices 12993 

24 15 U.S.C. 78f(b)(5). 

25 17 CFR 240.19b–4. 

26Rule 700(c)(2) of the Commission’s Rules of 

Practice provides that ‘‘[t]he Commission, in its sole 

discretion, may determine whether any issues 

relevant to approval or disapproval would be 

facilitated by the opportunity for an oral 

presentation of views.’’ 17 CFR 201.700(c)(2). 

27 17 CFR 200.30–3(a)(57). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

electronic auctions. Specifically, the 

Commission seeks public comment on 

the following topics: 

1. The NYSE proposal for Trading 

Halt Auctions facilitated electronically 

by DMMs would differ from other 

primary listing markets’ reopening 

processes after limit-up/limit-down 

(LULD) pauses and market-wide circuit 

breaker (MWCB) halts in that it would 

permit a fully automated reopening of 

trading at prices up to 10% away from 

the auction reference price immediately 

after a trading pauses or halts, whereas 

Nasdaq, NYSE Arca, and Cboe BZX 

establish 5% price bands for reopening 

and then widen those price bands in 

increments of 5%, with additional 

auction extension messages associated 

with each widening, until market 

interest can be satisfied. Should the 

primary listing exchanges harmonize 

their respective processes for reopening 

trading by fully automated auction after 

an LULD pause or a Level 1 or Level 2 

MWCB halt, and if so, why? If so, which 

aspects of the reopening processes 

following LULD pauses and MWCB 

halts should be harmonized (e.g., period 

of auction order entry, type of auction 

information disseminated, length of 

dissemination period, frequency of 

dissemination, auction reference price, 

determination of auction match price, 

width of permitted price bands, or 

expansions of permitted price bands) 

and what are the appropriate 

parameters? Should NYSE further 

harmonize its proposed Trading Halt 

Auction process for fully automated 

auctions facilitated electronically by 

DMMs to align with Nasdaq, NYSE 

Arca, and Cboe BZX regarding the 

establishment of permitted price bands, 

and/or the limit (or lack thereof) on 

price band adjustments? 

2. Is it appropriate for the Exchange 

to permit a DMM to reopen a security 

up to 10% away from the reference 

price immediately after an LULD pause 

or MWCB halt without human 

intervention? Are there any specific 

data, statistics, or studies to support the 

Exchange’s proposed price parameters 

within which a DMM can electronically 

facilitate a Trading Halt Auction? 

3. Are there characteristics of the 

NYSE market structure that warrant 

divergence from the price parameters in 

place for other exchanges’ fully 

automated reopening auctions 

immediately following an LULD pause 

or MWCB halt? For example, does the 

nature of DMM participation in a 

Trading Halt Auction, whether the 

DMM participates manually or 

electronically, justify the ability of the 

NYSE to conducted a fully automated 

reopening auction 10% away from the 

reference price immediately after an 

LULD pause or MWCB halt, rather than 

5% away, as at other primary listing 

exchanges? 

4. Should the price parameters within 

which DMMs are permitted to 

electronically facilitate auctions be the 

same for Core Open Auctions, Trading 

Halt Auctions, and Closing Auctions? 

IV. Procedure: Request for Written 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with Section 

6(b)(5) 24 of the Act or any other 

provision of the Act, or the rules and 

regulations thereunder. Although there 

do not appear to be any issues relevant 

to approval or disapproval that would 

be facilitated by an oral presentation of 

views, data, and arguments, the 

Commission will consider, pursuant to 

Rule 19b–4 under the Act,25 any request 

for an opportunity to make an oral 

presentation.26

Interested persons are invited to 

submit written data, views and 

arguments regarding whether the 

proposal should be disapproved by 

March 26, 2021. Any person who 

wishes to file a rebuttal to any other 

person’s submission must file that 

rebuttal by April 9, 2021. 

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– 

NYSE–2020–95 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 

Numbers SR–NYSE–2020–95. The file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposal that are 

filed with the Commission, and all 

written communications relating to the 

proposal 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 such 

filings also will be available for 

inspection and copying at the principal 

office of the Exchanges. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2020–95 and should 

be submitted on or before March 26, 

2021. Rebuttal comments should be 

submitted by April 9, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04530 Filed 3–4–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91231; File No. SR– 

CboeEDGX–2021–011] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposal To Permit the Exchange To 

Look Back Only to July 2020 To 

Correct Certain Billing Errors Which 

Were Discovered in October 2020 

March 1, 2021. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

18, 2021, Cboe EDGX Exchange, Inc. 

(the ‘‘Exchange’’ or ‘‘EDGX’’) filed with 


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12994 Federal Register / Vol. 86, No. 42 / Friday, March 5, 2021 / Notices 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Act Release No. 90901 

(January 11, 2021), 86 FR 4137 (January 15, 2021) 

(SR–CboeEDGX–2020–064). 

6For example, if the Exchange becomes aware of 

a transaction fee billing error on February 4, 2021, 

the Exchange will resolve the error by crediting or 

debiting Members based on the fees or rebates that 

should have been applied to any impacted 

transactions during November, 2020, December 

2020 and January 2021. The Exchange notes that 

because it bills in arrears, the Exchange would be 

able to correct the error in advance of issuing the 

February 2021 invoice and therefore, transactions 

impacted through the date of discovery (in this 

example, February 4, 2021) and thereafter, would be 

billed correctly. 

7See e.g. Securities Exchange Act Release No. 

87650 (December 3, 2019), 84 FR 67304 (December 

9, 2019) (SR–NYSECHX–2019–024); Securities 

Exchange Act Release No. 84430 (October 16, 2018), 

83 FR 53347 (October 22, 2018) (SR–NYSENAT– 

2018–23); and Securities Exchange Act Release No. 

79060 (October 6, 2016), 81 FR 70716 (October 13, 

2016) (SR–ISEGemini–2016–11). 

8The Exchange corrected errors in advance of 

issuing the October 2020 invoice and therefore, 

transactions impacted through the date of discovery 

and thereafter, were billed correctly. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Exchange filed the proposal as a 

‘‘non-controversial’’ proposed rule 

change pursuant to Section 

19(b)(3)(A)(iii) of the Act 3 and Rule 

19b–4(f)(6) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe EDGX Exchange, Inc. (‘‘EDGX’’ 

or the ‘‘Exchange’’) is filing with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposal to 

permit the Exchange to look back only 

to July 2020 to correct certain billing 

errors which were discovered in 

October 2020. This rule change does not 

provide for any modifications to the text 

of the Exchange’s rules or fees schedule. 

The text of the proposal is also 

available on the Exchange’s website 

(http://markets.cboe.com/us/options/ 

regulation/rule_filings/edgx/), at the 

Exchange’s Office of the Secretary, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange recently amended its 

equities and options fees schedules to 

adopt a provision relating to billing 

errors and fee disputes.5 Specifically, 

the Exchange adopted a provision that 

provides that all fees and rebates 

assessed prior to the three full calendar 

months before the month in which the 

Exchange becomes aware of a billing 

error shall be considered final. 

Particularly, the Exchange will resolve 

an error by crediting or debiting 

Members and Non-Members based on 

the fees or rebates that should have been 

applied in the three full calendar 

months preceding the month in which 

the Exchange became aware of the error, 

including to all impacted transactions 

that occurred during those months.6 The 

Exchange will apply the three month 

look back regardless of whether the 

error was discovered by the Exchange or 

by a Member or Non-Member that 

submitted a fee dispute to the Exchange. 

The Exchange’s fees schedules also 

provide that all disputes concerning fees 

and rebates assessed by the Exchange 

would have to be submitted to the 

Exchange in writing and accompanied 

by supporting documentation. The 

purpose of this policy is to provide both 

the Exchange and Members and NonMembers subject to the Exchange’s fee 

schedule finality and the ability to close 

their books after a known period of 

time. The Exchange further notes that 

several other exchanges have adopted 

similar provisions in their rules.7

The Exchange proposes to apply the 

recently adopted billing policy to 

transactions impacted by billing errors 

that were discovered in October 2020. 

Particularly, in October 2020, the 

Exchange’s affiliate, Cboe BZX 

Exchange, Inc. identified a billing error 

relating to certain fee codes. As a result 

of the discovery, the Exchange, along 

with its affiliates, conducted a review of 

additional fee code configurations 

across each Exchange, which review 

was only recently completed. The 

review resulted in the discovery of 

additional billing errors relating to 

Exchange fee codes. These errors 

resulted in various Members being overrebated or under-billed, and to a lesser 

extent over-billed, over the course of 

several years. In the absence of applying 

the recently adopted billing policy to 

transactions impacted by the October 

2020 billing errors, the Exchange would 

be required to credit or debit Members 

based on the fees or rebates that should 

have been applied to all impacted 

transactions, regardless of how far back 

the transactions occurred (which as 

noted above, is several years). If the 

Exchange were permitted to apply the 

current rule language to the billing 

errors discovered in October 2020 

however, then the Exchange could limit 

its look back in correcting those errors 

to only those transactions that occurred 

in the three months preceding the 

discovery of the errors (i.e., July 2020 

through September 2020).8 Moreover, 

the benefit to the Exchange of limiting 

the impact of these particular errors to 

three months is much smaller as 

compared to the benefit that Members 

would receive. Specifically, the nature 

of these particular billing errors is such 

that in correcting the errors, more 

money would be owed to the Exchange 

by Members due to over-rebating or 

under-billing than is owed to Members 

by the Exchange due to overbilling. 

Accordingly, the Exchange believes it’s 

appropriate and equitable to apply the 

three-month look back for corrective 

billing to the errors that were discovered 

in October 2020. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.9 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 10 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 


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Federal Register / Vol. 86, No. 42 / Friday, March 5, 2021 / Notices 12995 

11 Id. 

12See supra note 7. 

13Since the errors were discovered in October 

2020, the three preceding months that would be 

corrected are July, August, and September 2020. 14See supra note 7. 

15 15 U.S.C. 78s(b)(3)(A). 

16 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

the Section 6(b)(5) 11 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In adopting its currently policy, the 

Exchange noted that it believed 

providing that all fees are final after 3 

months is reasonable as both the 

Exchange and Members have an interest 

in knowing when its fee assessments are 

final and when reliance can be placed 

on those assessments. Indeed, without 

some deadline on fee disputes and 

billing errors, the Exchange and market 

participants would never be able to 

close their books with any confidence. 

Furthermore, as noted above, a number 

of Exchanges similarly consider their 

fees final after a similar period of time.12

As discussed above, in October 2020, 

the Exchange became aware of certain 

billings errors which resulted in various 

Members being over-rebated or underbilled, and to a lesser extent over-billed 

over the course of several years. The 

Exchange believes it’s appropriate that 

Members that were impacted by these 

billing errors similarly be subject to the 

recently adopted billing policy to not 

resolve billing errors past three months 

from the time a billing error was 

discovered (in this case, not be invoiced 

for impacted transactions that occurred 

prior to July 2020).13 The Exchange does 

not think it is appropriate or equitable 

to have to correct billing errors for 

transactions that occurred prior to July 

2020. As discussed, the Exchange 

believes it’s reasonable and important 

for both Members and the Exchange to 

rely on the finality of fees and rebates 

assessed. Moreover, the proposed rule 

change would apply to all Members 

equally, in that the Exchange would be 

precluded from invoicing any Member 

for the correct amounts that should have 

been applied to trades that were 

otherwise billed incorrectly before July 

2020. The Exchange also believes the 

proposal would be consistent with the 

protection of investors and the public 

interest because it would allow 

impacted market participants to benefit 

from the same rule recently adopted by 

the Exchange. Additionally, as 

discussed, Members would receive a 

greater benefit from the application of 

the current billing errors policy as 

compared to the Exchange with respect 

to these particular billing errors. 

Furthermore, the Exchange believes the 

proposal to limit the time period it must 

correct billing errors does not raise any 

new or novel issues that have not been 

already been considered by the 

Commission. Particularly, the proposal 

to limit how far back an exchange must 

go to correct billing errors is comparable 

to other policies and practices that have 

long been established at other 

exchanges.14

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. First, the 

Exchange notes the proposal is not 

intended to address any competitive 

issue, but rather provide finality to 

Members with respect to billing errors 

that were just recently discovered and 

extend to them the applicability of a 

recently adopted billing practice that 

considers all fees final after three 

months. Further, the Exchange does not 

believe that the proposed rule change 

will impose any burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because the 

proposed changes apply equally to all 

Members. The Exchange does not 

believe that the proposed rule change 

will impose any burden on intermarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because the 

proposed change only affects 

transactions that occurred on the 

Exchange. Additionally, other 

exchanges have long established 

policies in which fees shall be 

considered final after a specified period 

of time. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No comments were solicited or 

received on the proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not (i) significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and; (iii) 

become operative for 30 days from the 

date on which it was filed, or such 

shorter time as the Commission may 

designate, it has become effective 

pursuant to Section 19(b)(3)(A) of the 

Act 15 and Rule 19b–4(f)(6) 16

thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

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– 

CboeEDGX–2021–011 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–CboeEDGX–2021–011. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 


jbell on DSKJLSW7X2PROD with NOTICES
12996 Federal Register / Vol. 86, No. 42 / Friday, March 5, 2021 / Notices 

17 17 CFR 200.30–3(a)(12). 

1Rand Capital Corporation, et al., Investment 

Company Act Rel. No. 34006 (Sept. 11, 2020) 

(notice) and Investment Company Act Rel. No. 

34046 (October 7, 2020) (order). 

2 ‘‘Regulated Funds’’ means the Company, the 

Future Regulated Funds and the BDC Downstream 

Funds. ‘‘Future Regulated Fund’’ means a closedend management investment company (a) that is 

registered under the Act or has elected to be 

regulated as a BDC, (b) whose investment adviser 

(and sub-adviser(s), if any) are an Adviser, and (c) 

that intends to participate in the proposed coinvestment program (the ‘‘Co-Investment 

Program’’). ‘‘Adviser’’ means the Existing Advisers 

together with any future investment adviser that (i) 

controls, is controlled by or is under common 

control with Callodine Group, LLC (‘‘Callodine’’), 

(ii) (a) is registered as an investment adviser under 

the Investment Advisers Act of 1940 (the ‘‘Advisers 

Act’’) or (b) is an exempt reporting adviser pursuant 

to rule 203(m) of the Advisers Act (‘‘Exempt 

Reporting Adviser’’) and (iii) is not a Regulated 

Fund or a subsidiary of a Regulated Fund. 

3 ‘‘Affiliated Fund’’ means the Existing Affiliated 

Funds, any Future Affiliated Fund or any Callodine 

Proprietary Account. ‘‘Existing Affiliated Funds’’ 

means BlueArc, the Callodine Private Funds and 

the Existing Callodine Proprietary Account. ‘‘Future 

Affiliated Fund’’ means any entity (a) whose 

investment adviser (and sub-adviser(s), if any) are 

an Adviser, (b) that would be an investment 

company but for Section 3(c)(1), 3(c)(5)(C) or 3(c)(7) 

of the Act, (c) that intends to participate in the CoInvestment Program, and (d) that is not a BDC 

Downstream Fund. ‘‘Callodine Proprietary 

Account’’ means the Existing Callodine Proprietary 

Account and any direct or indirect, wholly- or 

majority-owned subsidiary of Callodine or any 

Adviser that, from time to time, may hold various 

financial assets in a principal capacity. 

4All existing entities that currently intend to rely 

on the Order have been named as applicants and 

any existing or future entities that may rely on the 

Order in the future will comply with the terms and 

Conditions set forth in the application. 

5Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the 

purpose of making investments in securities 

described in section 55(a)(1) through 55(a)(3) and 

makes available significant managerial assistance 

with respect to the issuers of such securities. 

6 ‘‘Board’’ means (i) with respect to a Regulated 

Fund other than a BDC Downstream Fund, the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

CboeEDGX–2021–011 and should be 

submitted on or before March 26, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04531 Filed 3–4–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34218; 812–15174] 

Rand Capital Corporation, et al. 

March 1, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

(‘‘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 and 

closed-end management investment 

companies to co-invest in portfolio 

companies with each other and with 

affiliated investment funds and 

accounts. The Order would supersede 

the prior order.1

Applicants: Rand Capital Corporation 

(‘‘Company’’), BlueArc Mezzanine 

Partners I, LP (‘‘BlueArc’’), Rand Capital 

SBIC, Inc. (‘‘Existing Wholly-Owned 

Subsidiary’’), Rand Capital 

Management, LLC (‘‘BDC Adviser’’), 

Callodine Strategic Credit, LLC (‘‘CSC 

Adviser’’), Callodine Capital 

Management, LP (‘‘Callodine Adviser,’’ 

and, together with the BDC Adviser and 

the CSC Adviser, the ‘‘Existing 

Advisers’’), Callodine Commercial 

Finance, LLC (the ‘‘Existing Callodine 

Proprietary Account’’), Callodine 

Capital Master Fund, LP (‘‘Callodine 

Capital Master Fund’’) and Callodine 

Special Opportunity Fund, LP 

(‘‘Callodine Special Opportunity Fund 

and, together with the Callodine Capital 

Master Fund, the ‘‘Callodine Private 

Funds’’). 

Filing Dates: The application was 

filed on October 30, 2020, and amended 

on January 5, 2021. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at 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 

26, 2021 and should be accompanied by 

proof of service on the applicants, in the 

form of an affidavit, or, for lawyers, a 

certificate of service. Pursuant to Rule 

0–5 under the Act, hearing requests 

should state the nature of the writer’s 

interest, any facts bearing upon the 

desirability of a hearing on the matter, 

the reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

bcollins@callodine.com and pgrum@

randcapital.com. 

FOR FURTHER INFORMATION CONTACT: 

Marc Mehrespand, Senior Counsel, at 

(202) 551–8453 or Trace 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. 

Introduction 

1. The applicants request an order of 

the Commission under sections 17(d) 

and 57(i) under the Act and rule 17d-1 

under the Act to permit, subject to the 

terms and conditions set forth in the 

application (the ‘‘Conditions’’), one or 

more Regulated Funds 2 and/or one or 

more Affiliated Funds 3 to enter into CoInvestment Transactions with each 

other. ‘‘Co-Investment Transaction’’ 

means any transaction in which one or 

more Regulated Funds (or its WhollyOwned Investment Sub (defined below) 

participated together with one or more 

Affiliated Funds and/or one or more 

other Regulated Funds in reliance on 

the Order. ‘‘Potential Co-Investment 

Transaction’’ means any investment 

opportunity in which a Regulated Fund 

(or its Wholly-Owned 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.4

Applicants 

2. The Company is a New York 

corporation and operates as a diversified 

closed-end management investment 

company that has elected to be 

regulated as a business development 

company (‘‘BDC’’) under the Act.5 The 

Company is managed by a Board 6


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