16778 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

25 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 94265 

(February 16, 2022), 87 FR 10265. 

4 15 U.S.C. 78s(b)(2). 

5 15 U.S.C. 78s(b)(2). 

6 17 CFR 200.30–3(a)(31). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 93815 

(December 17, 2021), 86 FR 73029. 

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– 

CboeEDGA–2022–006 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–CboeEDGA–2022–006. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

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–CboeEDGA–2022– 

006 and should be submitted on or 

before April 14, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06184 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94471; File No. SR– 

NASDAQ–2022–015] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Designation of Longer Period for 

Commission Action on Proposed Rule 

Change To Exempt Non-Convertible 

Bonds Listed Under Rule 5702 From 

Certain Corporate Governance 

Requirements 

March 18, 2022. 

On February 4, 2022, The Nasdaq 

Stock Market LLC (‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to exempt non-convertible bonds 

listed under Rule 5702 from certain 

corporate governance requirements. The 

proposed rule change was published for 

comment in the Federal Register on 

February 23, 2022.3 The Commission 

has received no comments on the 

proposal. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day for this filing 

is April 9, 2022. 

The Commission is extending the 45- 

day time period for Commission action 

on the proposed rule change. The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change so that it has sufficient time 

to consider the proposed rule change. 

Accordingly, pursuant to Section 

19(b)(2) of the Act,5 the Commission 

designates May 24, 2022, as the date by 

which the Commission shall either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–NASDAQ–2022–015). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06191 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94470; File No. SR– 

CboeEDGX–2021–052] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

of Amendment No. 1 and Order 

Granting Accelerated Approval of a 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Amend Rule 

25.3, Which Governs the Exchange’s 

Minor Rule Violation Plan, in 

Connection With Certain Minor Rule 

Violations and Applicable Fines 

March 18, 2022. 

I. Introduction 

On December 6, 2021, Cboe EDGX 

Exchange, Inc. (‘‘Exchange’’ or ‘‘EDGX’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 2 and Rule 

19b–4 thereunder,3 a proposed rule 

change to amend Rule 25.3, which 

governs the Exchange’s Minor Rule 

Violation Plan (‘‘MRVP’’), in connection 

with certain minor rule violations and 

applicable fines. The proposed rule 

change was published for comment in 

the Federal Register on December 23, 

2021.4 On February 3, 2022, the 

Commission extended the time period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 


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5See Securities Exchange Act Release No. 94143, 

87 FR 7518 (February 9, 2022) (extending the time 

period to March 23, 2022). 

6 In Amendment No. 1, the Exchange revised the 

proposal to: (1) Provide additional detail and 

clarification regarding the Exchange’s current and 

proposed treatment of violations of a Market 

Maker’s quoting obligations, (2) correct an 

inadvertent error in the Exhibit 5, and (3) remove 

a superfluous provision in the Exhibit 5 to provide 

for additional clarity. Amendment No. 1 to the 

proposed rule change is available at: https://

www.sec.gov/rules/sro/cboeedgx.htm. 

7The Exchange may, with respect to any such 

violation, proceed under Rule 8.15 (Imposition of 

Fines for Minor Violation(s) of Rules) and impose 

the fine set forth in Rule 25.3(a)–(g). 

8As a result of the proposed elimination or 

relocation of the rule violations listed under Rule 

25.3(c), the proposed rule change ultimately 

eliminates Rule 25.3(c) from the MRVP and 

subsequently renumbers current Rules 25.3(d), 

25.3(e), 25.3(f) and 25.3(g) to Rules 25.3(c), 25.3(d), 

25.3(e) and 25.3(f), respectively. 

9The Exchange notes that Market Maker bids and 

offers entered on the Exchange’s all-electronic 

trading platform are firm for all orders for the 

number of contracts specified in the bid and offer, 

subject to the exceptions noted in Rule 22.6(a) and 

in Rule 602 of Regulation NMS under the Exchange 

Act of 1934 (the ‘‘Act’’), and that the electronic 

execution of marketable orders against resting bids 

and offers is system-enforced by the Exchange as 

provided in the Exchange Rules. 

10See Securities Exchange Act Release No. 92702 

(August 18, 2021), 86 FR 47346 (August 24, 2021) 

(SR–CBOE–2021–045) (Notice of Filing and Order 

Granting Accelerated Approval of a Proposed Rule 

Change To Amend Rule 13.15, Which Governs the 

Exchange’s Minor Rule Violation Plan). 

11Amendment No. 1 corrects an inadvertent error 

in the Exhibit 5 in connection with the relocation 

of violations of Rule 22.6(b) to Rule 25.3(d) by 

correcting reference to Rule ‘‘22.b(b)’’ to correctly 

reflect Rule ‘‘22.6(b)’’. 

12See supra note 8. 

13See Cboe Options Rule 13.15(g)(9). 

14The Exchange notes that C2 Option’s proposal 

has been approved by the Commission and BZX 

Continued 

disapprove the proposed rule change.5

On March 8, 2022, the Exchange filed 

Amendment No. 1 to the proposed rule 

change, which replaced and superseded 

the proposed rule change as originally 

filed.6 The Commission received no 

comments on the proposed rule change. 

The Commission is publishing this 

notice to solicit comments on 

Amendment No. 1 from interested 

persons and is approving the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

II. The Exchange’s Description of the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

MRVP in Rule 25.3 in connection with 

certain minor rule violations and 

applicable fines. Rule 25.3 provides for 

disposition of specific violations 

through assessment of fines in lieu of 

conducting a formal disciplinary 

proceeding.7 Current Rule 25.3(a)–(g) 

sets forth a list of specific Exchange 

Rules under which an Options Member, 

associated person of an Options 

Member, or registered or non-registered 

employee of an Options Member may be 

subject to a fine for violations of such 

Rules and the applicable fines that may 

be imposed by the Exchange. 

Specifically, the proposed rule change 

amends Rule 25.3 by: (1) Eliminating 

violations of Rule 22.6(a) (regarding 

Market Maker firm quotes) in Rule 

25.3(c), which currently imposes fines 

for violations of Rules 22.6(a) through 

(c) (Market Maker Quotations); (2) 

relocating violations of Rule 22.6(b) 

(regarding Market Maker initial quote 

volume requirements) and Rule 22.6(c) 

(regarding Market Maker two-sided 

quote requirements) to Rule 25.3(d),8

which currently imposes fines for 

violations of Rule 22.6(d) (regarding 

Market Maker continuous quoting 

obligations) so that a single MRVP 

provision governs violations of a Market 

Maker’s quoting obligations; and (3) 

updating the fine schedule applicable to 

minor rule violations related to Market 

Maker quoting obligations (i.e., Rules 

22.6(b)–(d), as proposed) in Rule 

25.3(d). 

First, the proposed rule change 

eliminates the violation of 22.6(a) 

currently in Rule 25.3(c) of the MRVP. 

Specifically, Rule 22.6(a) requires a 

Market Maker to submit bids and offers 

that are firm for all orders. The 

Exchange no longer believes violations 

of Rule 22.6(a) to be minor in nature and 

therefore proposes to remove it from the 

list of rules in Rule 25.3 eligible for a 

minor rule fine disposition. Particularly, 

the Exchange believes that violations of 

Rule 22.6(a), to the extent they would 

occur,9 may directly impact trading on 

the Exchange, the maintenance of a fair 

and orderly market and customer 

protections because honoring firm 

quotations is vital in promoting efficient 

functioning of intermarket price priority 

and trading in general. Pursuant to Rule 

25.3, the Exchange is not required to 

proceed under said Rules as to any rule 

violation and may, whenever such 

action is deemed appropriate, 

commence a disciplinary proceeding 

under Chapter VIII (Discipline) rules as 

to any such violation. The Exchange 

notes that the proposed rule change is 

consistent with the MRVP of its 

affiliated options exchange, Cboe 

Exchange, Inc. (‘‘Cboe Options’’), which 

recently filed a proposal, approved by 

the Commission,10 to no longer include 

such violations as eligible for a minor 

rule disposition on Cboe Options for the 

same reason—it no longer believed 

violations of the firm quote requirement 

to be minor in nature. 

The proposed rule change next 

relocates violations of Rules 22.6(b) 11

and (c), currently in Rule 25.3(c) of the 

MRVP, to Rule 25.3(d) (Rule 25.3(c), as 

amended) 12 of the MRVP. The 

Exchange notes that Rule 22.6 governs 

Market Maker quoting obligations on the 

Exchange and, more specifically, Rule 

22.6(b) requires a Market Maker to 

submit initial quotes that contain a 

minimum size (currently, at least one 

contract) and Rule 22.6(c) requires a 

Market Maker to submit two-sided 

quotes. As stated above, Rule 25.3(d) 

currently imposes certain fines for a 

Market Maker’s failure to meet the 

continuous quoting obligations in Rule 

22.6(d). By relocating violations of Rules 

22.6(b) and (c) to join violations of Rule 

22.6(d) in Rule 25.3(d) of the MRVP, the 

proposed rule change amends the MRVP 

to impose the same fine schedule for 

violations of a Market Maker’s quoting 

obligations. As a result of combining 

these into Rule 25.3(d), the proposed 

rule change subsequently renames Rule 

25.3(d) as ‘‘Market Maker Quoting 

Obligations’’. The Exchange notes that 

the proposed rule change is consistent, 

and intended to harmonize to the extent 

possible, with the MRVP of the 

Exchange’s affiliated options exchange, 

Cboe Options, which imposes one fine 

schedule for a market maker’s failure to 

meet its quoting obligations on Cboe 

Options, including failure to meet 

continuous quoting requirements and 

failure to meet initial quote volume 

requirements.13 The Exchange’s other 

affiliated options exchanges, Cboe BZX 

Exchange, Inc. (‘‘BZX Options’’) and 

Cboe C2 Exchange, Inc. (‘‘C2 Options’’), 

have also filed proposals to update their 

MRVPs in connection with the 

violations of market maker quoting 

requirements on BZX Options and C2 

Options, to the extent possible, in an 

identical manner.14


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Option’s proposal is currently pending approval by 

the Commission. See Securities Exchange Act 

Release Nos. 93887 (December 30, 2021), 87 FR 504 

(January 5, 2022) (SR–C2–2021–019) (Notice of 

Filing and Order Granting Accelerated Approval of 

a Proposed Rule Change Relating to Certain Fine 

Amounts in Rule 13.15, Which Governs the 

Exchange’s Minor Rule Violation Plan, and NonSubstantive Clarifying Changes); and 93834 

(December 20, 2021), 86 FR 73072 (December 23, 

2021) (SR–CboeBZX–2021–083) (Notice of Filing of 

a Proposed Rule Change To Amend Rule 25.3, 

Which Governs the Exchange’s Minor Rule 

Violation Plan, in Connection With Certain Minor 

Rule Violations and Applicable Fines). 

15The Exchange notes that Rule 22.6(b) requires 

the best bid and best offer entered by a Market 

Maker to have a size of at least one contract. The 

System requires a bid or offer to include a size of 

at least one contract, as a bid or offer with a size 

of zero results in any existing bid/offer quote for 

that series to be cancelled. As a result, the Exchange 

does not observe violations of Rule 22.6(b), but 

retains the provision in MRVP should the minimum 

size requirement be greater than one in the future. 

16Cboe Options Rule 13.15(a) contains the same 

language. The Exchange, like Cboe Options, may 

consider violations of a Market Maker’s quoting 

obligations under Rule 22.6(b), (c), and (d) to be 

similar in nature. 

17The Exchange notes that Rule 22.6(d) requires 

a Market Maker to provide continuous bids and 

offers in accordance with, among other things, the 

Rule 22.6(c) requirement to provide two-sided 

quotes. Because two-sided quotes are an element of 

the continuous electronic quote obligation, and 

violations of continuous quoting requirements can 

be the direct result of failure to provide two-sided 

quotes, the Exchange commonly cites Rule 22.6(d) 

in connection with two-sided quote violations. 

However, depending on the particular facts and 

circumstances, a Market Maker may be cited for a 

violation of continuous electronic quotes under 

Rule 22.6(d) or two-sided quotes under Rule 22.6(c) 

or both. 

18See infra note 21. 

19See supra note 16. 

20 If the current provision were to be maintained 

in Rule 25.3(d) upon the relocation of the initial 

quote volume requirement and the two-sided quote 

requirement to Rule 25.3(d), then violations of a 

Market Maker’s quoting obligations would never 

amount to more than one offense if they occurred 

in the same month. For example, if a Market Maker 

were to violate Rule 22.6(d) in February 2022 and 

violate Rule 22.6(b) and/or Rule 22.6(c) during the 

same month, then, pursuant to the current 

provision, such violations would have to be treated 

as a single offense and could not constitute more 

than one offense. 

The Exchange notes that, under 

current Rule 25.3(c), violations of the 

Market Maker initial quote volume 

requirement (Rule 22.6(b)) and 

violations of the Market Maker twosided quote requirement (Rule 22.6(c)) 

are to be treated separately for purposes 

of determining the number of 

cumulative violations under the 

applicable fine schedule. For example, 

if during the same period, a Market 

Maker violates the initial quote volume 

requirement five times and also violates 

the two-sided quote requirement four 

times, the current provision would 

provide for two separate Letters of 

Caution (one for the initial quote size 

violations and one for the two-sided 

quote violations).15 The Cboe Options 

MRVP applicable to violations of market 

maker quoting obligations does not 

contain this language and, as proposed, 

the amended MRVP language would not 

include this ‘‘separate treatment’’ 

provision for Market-Maker quoting 

obligations to be consistent with 

corresponding Cboe Options MRVP 

provision. Additionally, while current 

Rule 25.3(c) provides that Rules 22.6(b) 

and (c) shall be treated separately for 

purposes of determining the number of 

cumulative violations, pursuant to Rule 

8.15(a), the Exchange, like Cboe 

Options, is permitted to ‘‘aggregate 

similar violations generally if the 

conduct was unintentional, there was 

no injury to public investors, or the 

violations resulted from a single 

systemic problem or cause that has been 

corrected.’’ 16 The Exchange, like Cboe 

Options, considers violations of a 

Market Maker’s quoting obligations Rule 

22.6(b), (c) and (d)) to be similar in 

nature.17 The Exchange believes moving 

violations of Rule 22.6(b) and (c) from 

Rule 25.3(c) to Rule 25.3(d) and 

removing the language to treat each 

paragraph separately for purposes of 

determining the cumulative violations 

aligns with how the Exchange generally 

surveils for and sanctions violations 

across market maker quoting obligations 

while still allowing the flexibility to 

treat the violations separately, if 

necessary. By aligning the fine schedule 

across each of the Market Maker quoting 

obligations the proposed rule change 

will allow for consistent application of 

the MRVP for the various Market Maker 

quoting obligations whether the 

violations are sanctioned separately or 

aggregation is warranted pursuant to 

Rule 8.15(a). 

Further, the Exchange notes that Rule 

25.3(d) currently provides that 

violations occurring during a calendar 

month are aggregated and sanctioned as 

a single offense. In line with the 

proposed change to allow the Exchange 

the flexibility to choose to aggregate 

violations across different sections 

governing market maker quoting 

obligations (upon the proposed 

relocation of the Market Maker twosided quote and initial quote volume 

requirements to Rule 25.3(d)), the 

proposed rule change removes this 

language. Without the explicit 

requirement that the Exchange must 

aggregate and sanction violations as a 

single offense, the Exchange is free to 

determine whether or not violations of 

a Market Maker’s quoting obligations 

across different sections, and across 

different review periods (e.g., calendar 

months),18 should be aggregated and 

sanctioned as a single offense pursuant 

to Rule 8.15(a); 19 just as the Exchange 

may choose to aggregate violations, 

pursuant to Rule 8.15(a), across different 

sections without time constraints (e.g., 

in a calendar month) under other MRVP 

provisions that otherwise do not contain 

any explicit aggregation requirement.20

Moreover, the Exchange believes that, 

notwithstanding the relocation of the 

two-sided quote and initial quote 

volume requirements to Rule 25.3(d), 

the aggregation requirement in Rule 

25.3(d) currently conflicts with Rule 

22.6(d) and a Market Maker’s 

continuous quoting obligations. 

Specifically, Rule 22.6(d)(1) provides 

that the Exchange determines 

compliance by a Market Maker with the 

continuous quoting obligation in Rule 

22.6(d) on a monthly basis. Rule 

22.6(d)(1) goes on to provide that 

determining compliance with the 

continuous quoting obligations on a 

monthly basis does not relieve a Market 

Maker from meeting this obligation on 

a daily basis, nor does it prohibit the 

Exchange from taking disciplinary 

action against a Market Maker for failing 

to meet this obligation each trading day. 

Therefore, the Exchange believes that it 

should have the flexibility to be able to 

separately charge for violations of a 

Market Maker’s continuous quoting 

obligations on a monthly basis and a 

daily basis. 

The proposed rule change also 

updates the fine schedule heading in 

Rule 25.3(d) to reflect that fines may be 

imposed per the number of offenses, 

rather than violations, within one 

period (i.e., any rolling 24-month 

period), which more accurately reflects 

the manner in which the Exchange 

aggregates violations as a single offense 

under Rule 25.3(d), currently and as 

proposed, and further harmonizes Rule 

25.3(d) with that of Cboe Options 

corresponding MRVP provision, which 

also counts the number of offenses in 

connection with market maker 

violations of quoting obligations in any 

rolling 24-month period. 

Ultimately, the Exchange believes that 

the proposed flexibility to choose 

whether to aggregate violations of a 

Market Maker’s quoting obligations 

across sections will allow it to 

administer discipline in a manner it 

deems most appropriate. For example, if 

a Market Maker violates its continuous 

quoting obligation pursuant to Rule 

22.6(d) on multiple trading days, 

January 27, 28 and 31, 2022, due to a 

systemic error, and also violates the 

initial quote volume requirement 

pursuant to Rule 22.6(b) multiple times 

during the next trading day, February 1, 


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21The Exchange is not required to treat violations 

occurring in separate review periods (e.g., a 

monthly review, a weekly review, etc.) as separate 

offenses and the Exchange is not required to treat 

violations occurring in the same review period as 

a single offense (including as proposed—in 

connection with removing the provision in Rule 

25.3(d) that requires the Exchange to aggregate and 

sanction violations occurring in a month as a single 

offense). 

22See supra note 16. 

23See Rule 25.3, which states that a subsequent 

violation is calculated on the basis of a rolling 24- 

month period (‘‘Period’’). 

24See supra note 21. 

25See supra note 8. 

26See supra note 23. 

27As stated herein, the proposed rule change also 

updates the fine schedule heading to reflect that 

fines may be imposed per the number of offenses, 

rather than violations, which more accurately 

reflects the manner in which the Exchange 

aggregates violations as a single offense under Rule 

25.3(d), currently and as proposed. 

28Any fine imposed pursuant to the Exchange’s 

MRVP that does not exceed $2,500 and is not 

contested shall not be publicly reported, except as 

may be required by Rule 19d–1 under the Act or 

as may be required by any other regulatory 

authority. See Rule 8.15(a). 

29See Rule 8.15(a). 

30The proposed fine amounts are also an increase 

from the fines in Rule 25.3(c) currently imposed for 

violations of Market Maker initial quote volume and 

two-sided requirements. The Exchange notes, 

however, that Rule 25.3(c) currently imposes fines 

per violation whereas Rule 25.3(d) imposes fines 

per offense, which may be cumulative violations of 

Market Maker quoting obligations, as proposed. 

31 15 U.S.C. 78f(b). 

2022,21 due to the same systemic error 

that has since been corrected, the 

Exchange may deem it appropriate to 

treat such violations as a single 

offense 22 and issue a Letter of Caution, 

which is applicable to a first offense 

pursuant to Rule 25.3(d). This would be 

in lieu of treating such violations as two 

separate offenses—the violation of the 

Market Maker’s continuous quoting 

obligations (22.6(d)) as a first offense, 

for which the Exchange would issue a 

Letter of Caution, and the violations of 

its initial quote volume requirement 

aggregated into a separate, second 

offense, for which the Exchange would 

then issue a fine applicable to a second 

offense pursuant to Rule 25.3(d) (as 

proposed and described in detail 

below). If, in June 2022 (i.e., within the 

same 24-month period as the above 

referenced violations),23 the Market 

Maker violates the initial quote volume 

requirement multiple times throughout 

the month due to another systemic 

error, and also violates the continuous 

quote requirement pursuant to Rule 

22.6(d) on multiple days throughout 

June 2022 due to the same systemic 

error, the Exchange may again deem it 

appropriate to treat these violations as a 

single offense, constituting the Market 

Maker’s second offense within the 

previous rolling 24-month period for 

which the Exchange would then issue a 

fine applicable to a second offense 

pursuant to Rule 25.3(d) (as proposed). 

The Exchange could, alternatively, 

choose to aggregate the June 2022 

violations of the initial quote volume 

requirement as one offense and the June 

2022 violations of the continuous quote 

requirement as another offense, which 

would result in the issuance of two 

offenses stemming from the same review 

period (i.e., a review of June 2022) 24 to 

which the Exchange would then issue a 

fine applicable to a second and third 

offense within the previous rolling 24- 

month period pursuant to Rule 25.3(d) 

(as proposed). 

The proposed rule change next 

amends the fine schedule in Rule 

25.3(d) (Rule 25.3(c), as amended) 25

applicable to Market Makers for 

violations of their quoting obligations 

(Rules 22.6(b)–(d), as proposed) in order 

to harmonize, to the extent possible, this 

MRVP provision with the corresponding 

Cboe Options MRVP provision 

applicable to violations of a market 

maker’s quoting obligations on Cboe 

Options. The current fine schedule in 

Rule 25.3(d), currently applicable to 

violations of a Market Maker’s 

continuous quoting obligations, sets 

forth the following: 

For the first violation during any 

rolling 24-month period (i.e., one 

period),26 the fine schedule imposed by 

Rule 25.3(d) currently permits the 

Exchange to give a Letter of Caution. For 

a second violation during the same 

period, the fine schedule currently 

permits the Exchange to apply a fine of 

$1,000. For a third violation in the same 

period, the fine schedule currently 

permits the Exchange to apply a fine of 

$2,500. For a fourth violation in the 

same period, the fine schedule currently 

permits the Exchange to apply a fine of 

$5,000. Finally, for five or more 

violations in the same period, the fine 

schedule currently permits the 

Exchange to proceed with formal 

disciplinary action. 

The proposed rule change updates the 

fine schedule to provide that, during 

any rolling 24-month period, the 

Exchange may continue to give a Letter 

of Caution for a first offense,27 may 

apply a fine of $1,500 for a second 

offense,28 may apply a fine of $3,000 for 

a third offense, and may proceed with 

formal disciplinary action for 

subsequent offenses. As described 

above, and as is the case for all rule 

violations covered under Rule 25.3, the 

Exchange may determine that it is 

appropriate to commence a formal 

disciplinary proceeding for a violation 

of Market Maker quoting obligations and 

may choose to proceed under the 

Exchange’s formal disciplinary rules 

rather than its MRVP. The Exchange 

may continue to aggregate similar 

violations generally if the conduct was 

unintentional, there was no injury to 

public investors, or the violations 

resulted from a single systemic problem 

or cause that has been corrected, and 

treat such violations as a single 

offense.29

The Exchange believes it is 

appropriate to increase the fine amounts 

for a second and third offense and to 

remove the fine imposed for a fourth 

offense and proceed with formal 

disciplinary proceedings for subsequent 

offenses following a third offense. 

Particularly, the Exchange believes that 

applying a higher fine per second and 

third offenses in connection with a 

Market Maker’s quoting obligations 30

and, ultimately, formal disciplinary 

proceedings for any subsequent offenses 

during a rolling 24-month period, will 

allow the Exchange to levy 

progressively larger fines and greater 

penalties (i.e., formal disciplinary 

proceedings following a third offense) 

against repeat-offenders. The Exchange 

believes this fine structure may serve to 

more effectively deter repeat-offenders 

while continuing to provide reasonable 

warning for a first offense during a 

rolling 24-month period. The Exchange 

notes that the proposed fine schedule 

for violations of a Market Maker’s 

quoting obligations is identical to the 

fine schedule under the MRVP of Cboe 

Options for market maker violations of 

quoting obligations on Cboe Options, 

including a continuous quoting 

requirement and initial volume 

requirement. The Exchange further 

notes that the proposed change is 

intended to provide for consistency 

across the Exchange’s MRVP and the 

MRVPs of its affiliated options 

exchanges, Cboe Options, BZX Options 

and C2 Options, as BZX Options and C2 

Options also intend to file proposals to 

update their minor rule violation fines 

for violations of market maker quoting 

requirements on their exchanges in an 

identical manner. 

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.31 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 


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16782 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

32 15 U.S.C. 78f(b)(5). 

33 Id. 

34See supra note 10. 

35See supra notes 13 and 14. 

36See supra note 30. 37 15 U.S.C. 78f(b)(6). 

6(b)(5) 32 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. The 

Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 33 requirement that the rules of 

an exchange not be designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that the 

proposed rule change to remove the firm 

quote requirement, which it no longer 

considers violations of which to be 

minor in nature, as eligible for a minor 

rule fine disposition under its MRVP, 

will assist the Exchange in preventing 

fraudulent and manipulative acts and 

practices and promoting just and 

equitable principles of trade, and will 

serve to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, protect 

investors and the public interest. 

Particularly, the Exchange believes that 

violations of the firm quote requirement 

may directly impact trading on the 

Exchange, maintenance of a fair and 

orderly market, and customer 

protection. As such, the Exchange does 

not believe violations of this rule to be 

minor in nature and, instead, should be 

handled under its formal disciplinary 

rules, rather than imposing fines 

pursuant to its MRVP. Also, and as 

stated above, the proposed rule change 

is consistent with the MRVP of its 

affiliated options exchange, Cboe 

Options, which, for the same reasons 

provided herein, no longer includes 

violations of the firm quote requirement 

as eligible for a minor rule disposition 

on Cboe Options.34

The Exchange believes that the 

proposed rule change to apply the same 

MRVP fine schedule for violations of a 

Market Makers quoting obligations 

pursuant to Rule 22.6 (i.e., Rules 

22.6(b)–(d)) and the same process for 

imposing such fines—that is, permitting 

the Exchange to aggregate violations of 

such Market Maker obligations into a 

single offense—will assist the Exchange 

in preventing fraudulent and 

manipulative acts and practices and 

promoting just and equitable principles 

of trade by uniformly imposing 

penalties and procedures for failure to 

satisfy obligations governed by the same 

Rule. By allowing for the consistent 

application of the MRVP for the various 

Market Maker quoting obligations and 

the administration of discipline in a 

manner the Exchange deems most 

appropriate (i.e., whether the violations 

are sanctioned separately or aggregation 

is warranted pursuant to Rule 8.15(a)), 

the Exchange believes the proposed rule 

change provides the Exchange with the 

flexibility to administer its enforcement 

program in a more uniform, effective 

and efficient manner, thereby removing 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, protecting investors and the 

public interest. 

Additionally, the Exchange believes 

the proposed rule change will serve to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, protect investors and the public 

interest because it is intended to 

harmonize the Exchange’s MRVP in 

connection with Market Maker quoting 

obligations with that of Cboe Options, as 

well as BZX Options and C2 Options (to 

the extent possible),35 thereby providing 

consistent structures and procedures 

across MRVP provisions applicable to 

market maker obligations on the 

affiliated options exchanges. The 

proposed rule change contributes to the 

protection of investors and the public 

interest by promoting regulatory 

consistency by increasing 

understanding of the Exchange’s MRVP 

provisions for Trading Permit Holders 

(‘‘TPHs’’) that are also market 

participants on the Exchange’s affiliated 

options exchanges, making it easier for 

participants across the affiliated options 

exchanges to adhere to the disciplinary 

rules. 

The Exchange also believes that the 

proposed rule change, in connection 

with the fine schedule for violations of 

a Market Maker’s quoting obligations in 

Rule 25.3(d), as proposed, to increase 

the fine amounts for a second and third 

offense 36 and to remove the fine 

imposed for a fourth offense and 

proceed with formal disciplinary 

proceedings for subsequent offenses 

following a third offense will assist the 

Exchange in preventing fraudulent and 

manipulative acts and practices and 

promoting just and equitable principles 

of trade, and will serve to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, protect investors and the public 

interest. Particularly, the Exchange 

believes that applying a higher fine per 

second and third offenses and, 

ultimately, formal disciplinary 

proceedings for any subsequent offenses 

during a rolling 24-month period, will 

allow the Exchange to levy 

progressively larger fines and greater 

penalties (i.e., formal disciplinary 

proceedings following a third offense) 

against repeat-offenders which may 

serve to more effectively deter repeatoffenders while providing reasonable 

warning for a first offense during a 

rolling 24-month period. The Exchange 

believes that more effectively deterring 

repeat-offenders, while continuing to 

make first instance offenders aware of 

their quoting obligation violations and 

the subsequent consequences for 

continued failure, will, in turn, further 

motivate Market Makers to continue to 

uphold their quoting obligations, 

providing liquid markets to the benefit 

of all investors. The Exchange again 

notes that the proposed fine schedule is 

consistent with the fine schedule under 

Cboe Options’ MRVP applicable to 

violations of Market Maker quoting 

requirements on Cboe Options, 

including a continuous quoting 

requirement and initial quote volume 

requirement. As described above, BZX 

Options and C2 Options intend to file 

proposals to update their minor rule 

violation fines applicable to violations 

of market maker quoting obligations in 

the same manner as Cboe Options and 

as proposed herein. As such, the 

proposed rule change is also designed to 

benefit investors by providing from 

consistent penalties across the MRVPs 

of the Exchange and its affiliated 

options exchanges. 

The Exchange further believes that the 

proposed rule changes to Rule 25.3 are 

consistent with Section 6(b)(6) of the 

Act,37 which provides that members and 

persons associated with members shall 

be appropriately disciplined for 

violation of the provisions of the rules 

of the exchange, by expulsion, 

suspension, limitation of activities, 

functions, and operations, fine, censure, 

being suspended or barred from being 

associated with a member, or any other 

fitting sanction. As noted, the proposed 

rule change removes a Rule listed as 

eligible for a minor rule fine disposition 

under the Exchange’s MRVP that the 

Exchange no longer believes violations 

of which are minor in nature and is 

more appropriately disciplined through 


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Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 16783 

38 15 U.S.C. 78f(b)(7) and 78f(d). 

39 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

40 15 U.S.C. 78f(b)(5). 

41 15 U.S.C. 78f(b)(1) and 78f(b)(6). 

42 17 CFR 240.19d–1(c)(2). 

the Exchange’s formal disciplinary 

procedures, amends the MRVP 

provisions so that the same fine 

schedule, and process to impose such 

fines, uniformly applies to violations of 

a Market Maker’s quoting obligations in 

Rule 22.6, and amends the fine schedule 

applicable to Market Maker failures to 

meet their quoting obligations in a 

manner that appropriately sanctions 

such failures. 

The Exchange also believes that the 

proposed change is designed to provide 

a fair procedure for the disciplining of 

members and persons associated with 

members, consistent with Sections 

6(b)(7) and 6(d) of the Act.38 Rule 25.3, 

currently and as amended, does not 

preclude an Options Member, 

associated person of an Options 

Member, or registered or non-registered 

employee of an Options Member from 

contesting an alleged violation and 

receiving a hearing on the matter with 

the same procedural rights through a 

litigated disciplinary proceeding. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competitive issues but rather is 

concerned solely with amending its 

MRVP in connection with rules eligible 

for a minor rule fine disposition and 

with the fine schedule for Market Maker 

failures to meet their quoting 

obligations. The Exchange believes the 

proposed rule changes, overall, will 

strengthen the Exchange’s ability to 

carry out its oversight and enforcement 

functions and deter potential violative 

conduct. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Discussion and Commission 

Findings 

The Commission finds that the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange.39 In particular, the 

Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with Section 6(b)(5) 

of the Act,40 which requires that the 

rules of an exchange be designed to 

promote just and equitable principles of 

trade, to remove impediments and to 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. The 

Commission also believes that the 

proposal, as modified by Amendment 

No. 1, is consistent with Sections 6(b)(1) 

and 6(b)(6) of the Act 41 which require 

that the rules of an exchange enforce 

compliance with, and provide 

appropriate discipline for, violations of 

Commission and Exchange rules. 

Finally, the Commission finds that the 

proposal, as modified by Amendment 

No. 1, is consistent with the public 

interest, the protection of investors, or 

otherwise in furtherance of the purposes 

of the Act, as required by Rule 19d– 

1(c)(2) under the Act,42 which governs 

minor rule violation plans. 

As stated above, the Exchange 

proposes to amend Rule 25.3 by 

eliminating violations of Rule 22.6(a) 

from Rule 25.3(c) and the Exchange’s 

MRVP; relocating violations of Rule 

22.6(b) and Rule 22.6(c) to proposed 

Rule 25.3(c) so that a single MRVP 

provision governs violations of a Market 

Maker’s quoting obligations; amending 

the current manner of calculating 

violations of Market Marker rules, 

including deleting a provision that 

requires violations of Market Maker 

obligations occurring during a calendar 

month be aggregated and sanctioned as 

a single offense; and updating the fine 

schedule applicable to minor rule 

violations related to Market Maker 

quoting obligations. 

The Commission believes that Rule 

25.3 is an effective way to discipline a 

member for a minor violation of a rule. 

More specifically, the Commission finds 

that the Exchange’s proposal, as 

modified by Amendment No. 1, to 

eliminate Rule 22.6(a), a Market Maker 

quoting obligation rule, from the MRVP 

is consistent with the Act because it 

should help the Exchange enforce 

compliance with, and provide 

appropriate discipline for, violation of a 

rule that the Exchange no longer 

believes is minor in nature. Combining 

all the Market Maker quoting obligation 

rules together in one provision of Rule 

25.3 will also bring clarity to the Rule. 

The Commission also finds that 

amending the current manner of 

calculating violations of Market Maker 

rules is appropriate because the 

Exchange can already aggregate 

violations under Rule 8.15 under certain 

circumstances. Finally, the Commission 

finds that amending the associated fee 

schedule is consistent with the Act 

because it may help the Exchange’s 

ability to better carry out its oversight 

and enforcement responsibilities by 

levying appropriate fines on Market 

Makers for violations of the Market 

Marker rules. 

In approving the propose rule change, 

as modified by Amendment No. 1, the 

Commission in no way minimizes the 

importance of compliance with the 

Exchange’s rules and all other rules 

subject to fines under Rule 25.3. The 

Commission believes that a violation of 

any self-regulatory organization’s rules, 

as well as Commission rules, is a serious 

matter. However, Rule 25.3 provides a 

reasonable means of addressing rule 

violations that may not rise to the level 

of requiring formal disciplinary 

proceedings, while providing greater 

flexibility in handling certain violations. 

The Commission expects that the 

Exchange will continue to conduct 

surveillance with due diligence and 

make a determination based on its 

findings, on a case-by-case basis, 

whether a fine of more or less than the 

recommended amount is appropriate for 

a violation under Rule 25.3 or whether 

a violation requires formal disciplinary 

action. 

IV. Solicitation of Comments on 

Amendment No. 1 to the Proposed Rule 

Change 

Interested persons are invited to 

submit written views, data, and 

arguments concerning whether 

Amendment No. 1 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–2021–052 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–2021–052. This 

file number should be included on the 

subject line if email is used. To help the 


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16784 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

43 15 U.S.C. 78s(b)(2). 

44 Id. 

45 17 CFR 200.30–3(a)(12). 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

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–CboeEDGX–2021–052 and 

should be submitted on or before April 

14, 2022. 

V. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of notice of the filing of 

Amendment No. 1 in the Federal 

Register. According to the Exchange, 

Amendment No. 1 supplements the 

proposal by, among other things: (1) 

Providing additional detail and 

clarification regarding the Exchange’s 

current and proposed treatment of a 

Market Maker’s quoting obligations, (2) 

correcting an inadvertent error in the 

Exhibit 5, and (3) removing a 

superfluous provision in the Exhibit 5 to 

provide for additional clarity. The 

Commission believes that Amendment 

No. 1 provides additional accuracy and 

clarity to the proposal and does not 

raise any novel regulatory issues. 

Accordingly, the Commission finds 

good cause, pursuant to Section 19(b)(2) 

of the Act,43 to approve the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,44 that the 

proposed rule change (SR–CboeEDGX– 

2021–052), as modified by Amendment 

No. 1 thereto, be, and it hereby is, 

approved on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.45

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06190 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34535; File No. 812–15259] 

BlackRock Capital Investment 

Corporation, et al. 

March 18, 2022. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

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 (‘‘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 affiliated 

investment entities. 

APPLICANTS: BlackRock Capital 

Investment Corporation (‘‘BCIC’’), 

BlackRock Credit Strategies Fund 

(‘‘BCSF’’), BlackRock Direct Lending 

Corp. (‘‘BDLC’’), BlackRock Private 

Credit Fund (‘‘BPCF’’), BlackRock 

Private Investments Fund (‘‘BPIF’’), 

BPIF Subsidiary, LLC, BlackRock 

Capital Investment Advisors, LLC 

(‘‘BlackRock Capital Advisor’’), 

BlackRock Advisors, LLC (‘‘BAL’’), 

Middle Market Senior Fund, L.P., 1824 

Private Equity Feeder, L.P., 1824 Private 

Equity Fund, L.P., 1885 Private 

Opportunities Fund, L.P., ABR PEP I, 

Ltd., ABR PEP II, Ltd., APO Global 

Healthcare Cayman, Ltd., APO Global 

Healthcare HOLDCO SCSP, BEL45 

Private Opportunities Fund, L.P., 

BlackRock 2019 Evergreen Private 

Opportunities Feeder SCSP, BlackRock 

2019 Evergreen Private Opportunities 

Master SCSP, BlackRock APO Global 

Healthcare Private Equity Fund, S.C.A. 

SICAV–RAIF, BlackRock ASF Private 

Opportunities Fund, L.P., BlackRock 

Diversified Private Debt USPC Holdings 

LP, BlackRock Diversified Private 

Opportunities Fund, L.P., BlackRock 

Diversified Private Opportunities Fund 

II, L.P., BlackRock ERI Private 

Opportunities Feeder SCSP, BlackRock 

ERI Private Opportunities Master SCSP, 

BlackRock Gemini II Private 

Opportunities Fund, LP, BlackRock 

Gemini Private Opportunities Fund, 

L.P., BlackRock Growth Equity Fund 

Aggregator LP, BlackRock Growth 

Equity Fund LP, BlackRock Growth 

Equity Fund (LUX) SCSP, BlackRock 

Growth Equity Fund Holdings (LUX) 

SCSP, BlackRock GSA Private 

Opportunities Feeder Fund, L.P., 

BlackRock GSA Private Opportunities 

Fund, L.P., BlackRock HAJAR Feeder 

Fund, L.P., BlackRock HAJAR Fund, 

L.P., BlackRock Healthcare 

Opportunities Fund (Delaware), L.P., 

BlackRock Healthcare Opportunities 

Fund, L.P., BlackRock Heartland Private 

Opportunities Fund, L.P., BlackRock 

Inverwood Private Opportunities Fund, 

L.P, BlackRock JI Private Equity 

Solutions, L.P., BlackRock McKinney 

Opportunities Fund Cayman, Ltd., 

BlackRock MD POF Cayman, Ltd., 

BlackRock MD Private Opportunities 

Feeder Fund, L.P., BlackRock MD 

Private Opportunities Fund, L.P., 

BlackRock MSV Private Opportunities 

Fund, L.P., BlackRock Private Equity 

Co-Investments 2021 Aggregator LP, 

BlackRock Private Equity CoInvestments 2021 LP, BlackRock Private 

Equity Co-Investments 2021 (LUX) 

SCSP, BlackRock Private Equity CoInvestments 2021 Holdings (LUX) SCSP, 

BlackRock Private Equity Impact Capital 

60–40 LP, BlackRock Private Equity 

Impact Capital 60–40 (LUX) SCSP, 

BlackRock Private Equity Impact Capital 

100 LP, BlackRock Private Equity 

Impact Capital 100 (LUX) SCSP, 

BlackRock Private Equity Impact Capital 

Aggregator LP, BlackRock Private Equity 

Impact Capital Holdings (LUX) SCSP, 

BlackRock Private Equity Primaries 

2021 Aggregator LP, BlackRock Private 

Equity Primaries 2021 Holdings 

(Cayman) LP, BlackRock Private Equity 

Primaries 2021 LP, BlackRock Private 

Equity Primaries 2021 (LUX) SCSP, 

BlackRock Private Opportunities Fund 

IV (Cayman), L.P., BlackRock Private 

Opportunities Fund IV (Employees), 


khammond on DSKJM1Z7X2PROD with NOTICES