NGP Capital Resources Company, et al.;, 63960-63964 [2011-26525]
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63960
Federal Register / Vol. 76, No. 199 / Friday, October 14, 2011 / Notices
editorial and cosmetic changes to Form
HA–1.
ESTIMATE OF ANNUAL RESPONDENT BURDEN
[The Estimated Annual Respondent Burden is as Follows]
Form No.
Annual
responses
Time
(minutes)
Burden
(hours)
HA–1 ............................................................................................................................................
600
20
200
2. Title and purpose of information
collection: Application for Benefits Due
but Unpaid at Death; OMB 3220–0055.
Under Section 2(g) of the Railroad
Unemployment Insurance Act (RUIA),
benefits that accrued but were not paid
because of the death of the employee
shall be paid to the same individual(s)
to whom benefits are payable under
Section 6(a)(1) of the Railroad
Retirement Act. The provisions relating
to the payment of such benefits are
prescribed in 20 CFR 325.5 and 20 CFR
335.5.
The RRB provides Form UI–63 for use
in applying for the accrued sickness or
unemployment benefits unpaid at the
death of the employee and for securing
the information needed by the RRB to
identify the proper payee. One response
is requested of each respondent.
Completion is required to obtain a
benefit. The RRB proposes no changes
to Form UI–63.
ESTIMATE OF ANNUAL RESPONDENT BURDEN
[The Estimated Annual Respondent Burden is as Follows]
Form No.
Annual
responses
Time
(minutes)
Burden
(hours)
UI–63 ...........................................................................................................................................
25
7
3
3. Title and purpose of information
collection: Medicare; OMB 3220–0082.
Under Section 7(d) of the Railroad
Retirement Act (RRA), the Railroad
Retirement Board (RRB) administers the
Medicare program for persons covered
by the railroad retirement system. The
RRB uses Form AA–6, Employee
Application for Medicare; Form AA–7,
Spouse/Divorced Spouse Application
for Medicare; and Form AA–8, Widow/
Widower Application for Medicare; to
obtain the information needed to
determine whether individuals who
have not yet filed for benefits under the
RRA are qualified for Medicare
payments provided under Title XVIII of
the Social Security Act.
Further, in order to determine if a
qualified railroad retirement beneficiary
who is claiming supplementary medical
insurance coverage under Medicare is
entitled to a Special Enrollment Period
(SEP) and/or premium surcharge relief
because of coverage under an Employer
Group Health Plan (EGHP), the RRB
needs to obtain information regarding
the claimant’s EGHP coverage, if any.
The RRB uses Form RL–311–F,
Evidence of Coverage Under An
Employer Group Health Plan, to obtain
the basic information needed by the
RRB to establish EGHP coverage for a
qualified railroad retirement
beneficiary. Completion of the forms is
required to obtain a benefit. One
response is requested of each
respondent. The RRB proposes minor
editorial changes to Forms AA–6, AA–
7 and AA–8. The RRB proposes no
changes to Form RL–311–F.
ESTIMATE OF ANNUAL RESPONDENT BURDEN
[The estimated annual respondent burden is as follows]
Annual
responses
Time
(minutes)
Burden
(hours)
AA–6 ............................................................................................................................................
AA–7 ............................................................................................................................................
AA–8 ............................................................................................................................................
RL–311–F ....................................................................................................................................
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Form No.
180
50
10
800
8
8
8
10
24
7
1
133
Additional Information or Comments:
To request more information or to
obtain a copy of the information
collection justification, forms, and/or
supporting material, contact Charles
Mierzwa, the RRB Clearance Officer, at
(312) 751–3363 or
Charles.Mierzwa@RRB.GOV. Comments
regarding the information collection
should be addressed to Patricia
Henaghan, Railroad Retirement Board,
844 North Rush Street, Chicago, Illinois
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15:20 Oct 13, 2011
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60611–2092 or e-mailed to
Patricia.Henaghan@RRB.GOV. Written
comments should be received within 60
days of this notice.
SECURITIES AND EXCHANGE
COMMISSION
Charles Mierzwa,
Clearance Officer.
NGP Capital Resources Company, et
al.; Notice of Application
[FR Doc. 2011–26542 Filed 10–13–11; 8:45 am]
October 7, 2011.
BILLING CODE 7905–01–P
AGENCY:
PO 00000
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[Release No. IC–29831; 812–13695]
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of application for an
order under section 57(a)(4) and 57(i) of
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Federal Register / Vol. 76, No. 199 / Friday, October 14, 2011 / Notices
non-diversified, closed-end
management investment company that
has elected to be regulated as a BDC
under the Act.1 The Company’s
investment objective is to generate both
current income and capital appreciation
SUMMARY: Summary of Application:
primarily through debt investments
Applicants request an order to permit a
with certain equity components. The
business development company
Company’s operations are conducted by
(‘‘BDC’’) to co-invest with certain
the Adviser. The Company has a fiveaffiliates in portfolio companies.
member board of directors (‘‘Board’’) of
Applicants: NGP Capital Resources
which three members are not interested
Company (the ‘‘Company’’), NGP Copersons of the Company within the
Investment Opportunity Fund, LP
meaning of section 2(a)(19) of the Act
(‘‘NGPC’’) and NGP Investment Advisor, (‘‘Independent Directors’’).
L.P. (the ‘‘Adviser’’).
2. NGPC is organized as a limited
DATES: Filing Dates: The application was partnership and, in reliance on the
filed on September 8, 2009, and
exclusion from the definition of
amended on December 17, 2009,
investment company contained in
section 3(c)(1), it is anticipated that
January 5, 2011, August 25, 2011, and
NGPC will not register under the Act.
October 6, 2011.
Hearing or Notification of Hearing: An NGP Energy Capital Management, LLC
order granting the requested relief will
(the ‘‘Affiliated Adviser’’) owns 99.9%
be issued unless the Commission orders of the ownership interest in NGPC, with
the Company’s administrator, NGP
a hearing. Interested persons may
Administration, LLC (the
request a hearing by writing to the
‘‘Administrator’’), owning the remaining
Commission’s Secretary and serving
0.1%. The Affiliated Adviser’s 99.9%
applicants with a copy of the request,
ownership interest will be diluted as
personally or by mail. Hearing requests
NGPC offers its interests to outside
should be received by the Commission
investors. NGPC has not commenced
by 5:30 p.m. on November 1, 2011, and
operations and does not anticipate
should be accompanied by proof of
doing so unless and until the relief
service on applicants, in the form of an
sought by this application is obtained.
affidavit or, for lawyers, a certificate of
NGPC and any Future Co-Investment
service. Hearing requests should state
Affiliate (as defined below) will operate
the nature of the writer’s interest, the
pursuant to an investment objective and
reason for the request, and the issues
investment strategies that are identical
contested. Persons who wish to be
to those of the Company. The Adviser
notified of a hearing may request
will manage the investment activities of
notification by writing to the
NGPC.
Commission’s Secretary.
3. Applicants state that as of August
ADDRESSES: Secretary, U.S. Securities
15, 2011, the Company’s capital
and Exchange Commission, 100 F St.,
available for investment was $145
NE., Washington, DC 20549–1090.
million. The Company does not have
Applicants: c/o Stephen K. Gardner,
any specific plans to raise additional
NGP Capital Resources Company, 1221
capital but may do so in the future to
McKinney Street, Suite 2975, Houston,
the extent there are opportunities.
TX 77010.
Applicants also state that NGPC
FOR FURTHER INFORMATION CONTACT:
anticipates raising $250 to $500 million
Bruce R. MacNeil, Senior Counsel, at
in a private offering.
(202) 551–6817, or Janet M. Grossnickle,
The Adviser is registered as an
Assistant Director, at (202) 551–6821
investment adviser under the
(Office of Investment Company
Investment Advisers Act of 1940. The
Regulation, Division of Investment
Affiliated Adviser owns 99.9% of the
Management).
ownership interest in the Adviser, with
SUPPLEMENTARY INFORMATION: The
the Administrator owning the remaining
following is a summary of the
0.1%. The Adviser may in the future
application. The complete application
advise other entities that are affiliated
may be obtained via the Commission’s
persons of the Company, as defined in
Web site by searching for the file
section 2(a)(3)(C) of the Act (the ‘‘Future
number, or an applicant using the
Co-Investment Affiliates,’’ and together
Company name box, at https://
1 Section 2(a)(48) defines a BDC to be any closedwww.sec.gov/search/search.htm or by
end investment company that operates for the
calling (202) 551–8090.
tkelley on DSK3SPTVN1PROD with NOTICES
the Investment Company Act of 1940
(the ‘‘Act’’) and rule 17d–1 under the
Act to permit certain joint transactions
otherwise prohibited by section 57(a)(4)
of the Act.
Applicants’ Representations
1. The Company, a Maryland
corporation, is an externally managed,
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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.
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63961
with NGPC, the ‘‘Co-Investment
Affiliates’’).2 Applicants request relief
permitting the Company and the CoInvestment Affiliates to co-invest in
portfolio companies (the ‘‘CoInvestment Program’’ and each
investment, a ‘‘Co-Investment
Transaction’’).3 In selecting investments
for the Company the Adviser will
consider only the investment objective,
investment strategies, investment
position, capital available for
investment, and other pertinent factors
applicable to the Company. Likewise,
when selecting investments for the CoInvestment Affiliates, the Advisor will
consider only the investment objective,
investment strategies, investment
position, capital available for
investment, and other pertinent factors
applicable to the Co-Investment
Affiliates. However, as the Company
and the Co-Investment Affiliates have
the same investment objectives and
investment strategies, the Adviser
anticipates that any investment that is
an appropriate investment for one entity
will be an appropriate investment for
the other. Applicants state that under
the Co-Investment Program, coinvestments between the Company and
the Co-Investment Affiliates would be
the norm, rather than the exception. The
Company, NGPC and any Future CoInvestment Affiliate will disclose in
offering documents and periodic
financial reports that they will routinely
co-invest with each other pursuant to
the Co-Investment Program and will
disclose how Co-Investment
Transactions will be allocated.
4. Under the Co-Investment Program,
each Co-Investment Transaction would
be allocated among the Company and
the Co-Investment Affiliates based upon
on the relative capital of each entity
available for investment (‘‘Available
Capital’’).4 These relative allocation
percentages (‘‘Relative Allocation
Percentages’’) would be approved each
quarter or, as necessary or appropriate,
between quarters by both the full Board
and the required majority (within the
meaning of Section 57(o)) (the ‘‘Eligible
2 Section 2(a)(3)(C) defines an ‘‘affiliated person’’
of another person as any person directly or
indirectly controlling, controlled by, or under
common control with, such other person.
3 All existing entities that currently intend to rely
on the order have been named as applicants and
any future entities that may rely on the order in the
future will comply with its terms and conditions.
4 ‘‘Available Capital’’ consists solely of liquid
assets not held for permanent investment, including
cash, amounts that can currently be drawn down
from lines of credit, and marketable securities held
for short-term purposes. In addition, for the CoInvestment Affiliates, Available Capital would
include bona fide uncalled capital commitments
that can be called by the settlement date of the CoInvestment Transaction.
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Federal Register / Vol. 76, No. 199 / Friday, October 14, 2011 / Notices
Directors’’).5 The Company will not
deviate from its co-investment policies
except as may be required by applicable
law.6 The Co-Investment Program as a
whole has been approved by both the
full Board and the Eligible Directors.
The Relative Allocation Percentages will
be approved by both the full Board and
the Eligible Directors prior to the
implementation of the Co-Investment
Program, and any deviations from the
Relative Allocation Percentages for any
investment, by the Company or the CoInvestment Affiliates, would require
prior approval by both the full Board
and the Eligible Directors.
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Applicants’ Legal Analysis
1. Section 57(a)(4) of the Act prohibits
certain affiliated persons of a BDC from
participating in a joint transaction with
the BDC in contravention of rules as
prescribed by the Commission. In
addition, under section 57(b)(2) of the
Act, any person who is directly or
indirectly controlling, controlled by or
under common control with a BDC is
subject to section 57(a)(4). Applicants
state that the Co-Investment Affiliates
could be deemed to be a person related
to the Company in a manner described
by section 57(b) by virtue of their being
under common control with the
Company. 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. Because the
Commission has not adopted any rules
under section 57(a)(4), rule 17d–1
applies.
2. 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. Rule 17d–
1, as made applicable to BDCs by
section 57(i), prohibits any person who
is related to a BDC in a manner
described in section 57(b), acting as
principal, from participating in, or
effecting any transaction in connection
with, any joint enterprise or other joint
arrangement or profit-sharing plan in
which the BDC is a participant, absent
an order from the Commission. In
5 The term ‘‘Eligible Directors,’’ when used with
respect to the approval of a proposed transaction,
plan, or arrangement, means both a majority of a
BDC’s directors or general partners who have no
financial interest in such transaction, plan, or
arrangement and a majority of such directors or
general partners who are not interested persons of
such company.
6 Applicants are not aware of any such
requirement at this time.
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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.
3. Applicants state that allowing coinvestment in portfolio companies by
the Company and the Co-Investment
Affiliates will increase favorable
investment opportunities for the
Company. The Co-Investment Program
has been approved by the Board and the
Eligible Directors on the basis that it
would be mutually advantageous for the
Company to have the additional capital
from the Co-Investment Affiliates
available to meet the funding
requirements of attractive investments
in portfolio companies.
4. Applicants state that the formulae
for the allocation of co-investment
opportunities among the Company and
Co-Investment Affiliates, and the
protective conditions set forth below
will ensure that the Company will be
treated fairly. Applicants state that the
Company’s participation in the CoInvestment Transactions will be
consistent with the provisions, policies,
and purposes of the 1940 Act and on a
basis that is not different from or less
advantageous than that of other
participants.
Applicants’ Conditions
Applicants agree that any order
granting the requested relief will be
subject to the following conditions:
1. Each time the Adviser considers an
investment for the Co-Investment
Affiliates, the Adviser will make an
independent determination of the
appropriateness of the investment for
the Company.
2. (a) If the Adviser deems that the
Company’s participation in the
investment is appropriate, then such
investment will be made pursuant to the
Relative Allocation Percentages, unless
the Adviser determines that investment
pursuant to the Relative Allocation
Percentages is not appropriate for that
investment. The Relative Allocation
Percentages will be determined by both
the full Board and the Eligible Directors
in advance and will be based upon the
Available Capital of the Company, on
the one hand, and the Co-Investment
Affiliates, on the other hand. The
Relative Allocation Percentages will be
approved each quarter, or as necessary
or appropriate, between quarters, by
both the full Board and the Eligible
Directors, and may be adjusted, for
subsequent transactions, in their sole
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discretion for any reason, including,
among other things, changes in the
`
Available Capital of the Company vis-avis the Available Capital of the CoInvestment Affiliates.
(b) If the Adviser deems that the
Company’s participation in the CoInvestment Transaction is appropriate,
but that investment pursuant to the
Relative Allocation Percentages is not
appropriate, then the Adviser will
recommend an appropriate level of
investment for the Company and the CoInvestment Affiliates. If the aggregate
amount recommended by the Adviser to
be invested by the Company in such CoInvestment Transaction, together with
the amount proposed to be invested by
the Co-Investment Affiliates, exceeds
the amount of the investment
opportunity, the amount proposed to be
invested by the Company will be based
on a ratio of the Company’s Available
Capital to the aggregate Available
Capital of the Company and the CoInvestment Affiliates, up to the
maximum amount proposed to be
invested by each. The Adviser will
provide the Eligible Directors with
information concerning the Company’s
and the Co-Investment Affiliates’
Available Capital to assist the Eligible
Directors with their review of the
Company’s investments for compliance
with these allocation procedures. After
making the determinations required in
this paragraph (b), the Adviser will
distribute written information
concerning the Co-Investment
Transaction, including the amount
proposed to be invested by the CoInvestment Affiliates, to the
Independent Directors for their
consideration. Outside of the Relative
Allocation Percentages, the Company
will co-invest with the Co-Investment
Affiliates only if, prior to the Company’s
and the Co-Investment Affiliates’
participation in the Co-Investment
Transaction, the Eligible Directors
conclude that:
(i) The terms of the transaction,
including the consideration to be paid,
are reasonable and fair and do not
involve overreaching of the Company or
its stockholders on the part of any
person concerned;
(ii) the transaction is consistent with
(A) the interests of the stockholders of
the Company; and
(B) the Company’s investment
objectives and policies (as described in
the Company’s registration statements
on Form N–2 and other filings made
with the Commission by the Company
under the Securities Act of 1933, as
amended (‘‘Securities Act’’), any reports
filed by the Company with the
Commission under the Securities
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Exchange Act of 1934, as amended, and
the Company’s reports to stockholders);
(iii) the investment by the CoInvestment Affiliates would not
disadvantage the Company, and
participation by the Company is not on
a basis different from or less
advantageous than that of the CoInvestment Affiliates; provided, that if
the Co-Investment Affiliates, but not the
Company, 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 Eligible
Directors from reaching the conclusions
required by this condition (2)(b)(iii), if
(A) the Eligible Directors shall have
the right to ratify the selection of such
director or board observer, if any, and
(B) the Adviser agrees to, and does,
provide, periodic reports to the
Company’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
(iv) the proposed investment by the
Company will not benefit any affiliated
person of the Company, other than the
Co-Investment Affiliates, except (A) to
the extent permitted by condition 12;
(B) to the extent permitted by section
57(k); or (C) indirectly, as a result of an
interest in securities issued by the CoInvestment Affiliates or the Company.7
3. The Company has the right to
decline to participate in any CoInvestment Transaction or to invest less
than the amount proposed.
4. Except for follow-on investments
made pursuant to condition 7, the
Company will not invest in reliance on
this order in any portfolio company in
which the Adviser, or any CoInvestment Affiliates or any person
controlling, controlled by, or under
common control with the Investment
Adviser or the Co-Investment Affiliates
is an existing investor.
5. The Company will not participate
in any Co-Investment Transaction
unless the terms, conditions, price, class
of securities to be purchased, settlement
date, and registration rights will be the
same for the Company as for the Co7 Co-Investment Affiliates or an affiliate of the CoInvestment Affiliates will not receive any fees or
other compensation in connection with the CoInvestment Affiliates’ right to nominate a director
or board observer to otherwise participate in the
governance or management of the portfolio
company.
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Investment Affiliates. The grant to the
Co-Investment Affiliates, but not the
Company, 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 5, if conditions 2(b)(iii)(A)
and (B) are met.8
6. Any sale, exchange, or other
disposition by the Company or the CoInvestment Affiliates of an interest in a
security that was acquired in a CoInvestment Transaction will be
accomplished pro rata based on the
original investment of each participant
unless the Adviser formulates a
recommendation for participation in a
disposition on a non-pro rata basis and
such recommendation is approved by
the Eligible Directors on the basis that
such non-pro rata disposition is in the
best interest of the Company. The
Company and the Co-Investment
Affiliates will each bear its own
expenses in connection with any
disposition, and the terms and
conditions of any disposition will apply
equally to all participants.
7. Any ‘‘follow-on investment’’ (i.e.,
an additional investment in the same
entity) by the Company or the CoInvestment Affiliates, or any exercising
of warrants or other rights to purchase
securities of the issuer in a portfolio
company whose securities were
acquired in a Co-Investment Transaction
will be accomplished pro rata based on
the original investment of each
participant, unless the Adviser
formulates a recommendation for
participation in the proposed
transaction on a non-pro rata basis and
such recommendation is approved by
the Eligible Directors on the basis that
such non-pro rata participation is in the
best interest of the Company. The
acquisition of follow-on investments as
permitted by this condition will be
subject to the other conditions set forth
in the application.
8. The Independent Directors will be
provided quarterly for review all
information concerning (a) all
investments made by the Co-Investment
Affiliate during the preceding quarter
and (b) Co-Investment Transactions
during the preceding quarter, including
investments made by the Co-Investment
Affiliates which the Company
considered but declined to participate
in, so that the Independent Directors
may determine whether the conditions
of the order have been met.
9. The Company will maintain the
records required by section 57(f)(3) of
the Act as if each of the investments
permitted under these conditions were
approved by the Independent Directors
under section 57(f).
10. No Independent Directors will
also be a director, general partner or
principal, or otherwise an ‘‘affiliated
person’’ (as defined in the Act) of, the
Co-Investment Affiliates.
11. 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) shall, to the extent not payable by
the Adviser under its investment
advisory agreements with the CoInvestment Affiliates, be shared by the
Company and the Co-Investment
Affiliates in proportion to the relative
amounts of their securities to be
acquired or disposed of, as the case may
be.
12. Any transaction fee (including
break-up or commitment fees but
excluding broker’s fees contemplated by
section 57(k)(2) of the Act) received in
connection with a Co-Investment
Transaction will be distributed to the
Company and the Co-Investment
Affiliates on a pro rata basis based on
the amount they invested or committed,
as the case may be, in such CoInvestment Transaction. If any
transaction fee is to be held by the
Adviser pending consummation of the
transaction, the fee will be deposited
into an account maintained by the
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 between
the Company and the Co-Investment
Affiliates based on the amount they
invest in such Co-Investment
Transaction. The Co-Investment
Affiliates or any affiliated person of the
Company will not receive additional
compensation or remuneration of any
kind (other than (a) the pro rata
transaction fees described above and (b)
investment advisory fees paid in
accordance with investment advisory
agreements with the Company and the
Co-Investment Affiliates) as a result of
or in connection with a Co-Investment
Transaction.
8 Id.
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Federal Register / Vol. 76, No. 199 / Friday, October 14, 2011 / Notices
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Elizabeth M. Murphy,
Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[FR Doc. 2011–26525 Filed 10–13–11; 8:45 am]
Self-Regulatory Organizations;
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change Relating to Fees and Rebates
for Certain Orders Executed on the
Exchange
[Release No. 34–65522; File No. SR–ISE–
2011–56]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
October 7, 2011.
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Wednesday, October 19, 2011 at 10
a.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Aguilar, as duty
officer, voted to consider the items
listed for the Closed Meeting in a closed
session.
The subject matter of the Closed
Meeting scheduled for Wednesday,
October 19, 2011 will be:
Institution of administrative proceedings;
and other matters relating to enforcement
proceedings.
tkelley on DSK3SPTVN1PROD with NOTICES
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
Dated: October 12, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–26797 Filed 10–12–11; 4:15 pm]
BILLING CODE 8011–01–P
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that, on
September 23, 2011, the International
Securities Exchange, LLC (the
‘‘Exchange’’ or the ‘‘ISE’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. 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
The ISE is proposing to amend
transaction fees and rebates for certain
orders executed on the Exchange. The
text of the proposed rule change is
available on the Exchange’s Web site
(https://www.ise.com), at the principal
office of the Exchange, 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
self-regulatory organization 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 self-regulatory organization 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 currently assesses a per
contract transaction charge to market
1 15
2 17
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15:20 Oct 13, 2011
Jkt 226001
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00064
Fmt 4703
Sfmt 4703
participants that add or remove
liquidity from the Exchange (‘‘maker/
taker fees’’) in 103 options classes (the
‘‘Select Symbols’’).3 For removing
liquidity in the Select Symbols, the
Exchange currently charges a take fee of:
(i) $0.25 per contract for Market Maker
and Market Maker Plus orders.4 The
Exchange now proposes to change the
take fees for Market Maker and Market
Maker Plus orders in the Select Symbols
from $0.25 per contract to $0.26 per
contract.
As an incentive for members to direct
customer order flow to the Exchange,
Priority Customer complex orders in a
select number of options classes
(‘‘Designated Symbols’’),5 currently
receive a rebate of $0.26 per contract on
3 Options classes subject to maker/taker fees are
identified by their ticker symbol on the Exchange’s
Schedule of Fees. See Securities Exchange Act
Release Nos. 61869 (April 7, 2010), 75 FR 19449
(April 14, 2010) (SR–ISE–2010–25), 62048 (May 6,
2010), 75 FR 26830 (May 12, 2010) (SR–ISE–2010–
43), 62282 (June 11, 2010), 75 FR 34499 (June 17,
2010) (SR–ISE–2010–54), 62319 (June 17, 2010), 75
FR 36134 (June 24, 2010) (SR–ISE–2010–57), 62508
(July 15, 2010), 75 FR 42809 (July 22, 2010) (SR–
ISE–2010–65), 62507 (July 15, 2010), 75 FR 42802
(July 22, 2010) (SR–ISE–2010–68), 62665 (August 9,
2010), 75 FR 50015 (August 16, 2010) (SR–ISE–
2010–82), 62805 (August 31, 2010), 75 FR 54682
(September 8, 2010) (SR–ISE–2010–90), 63283
(November 9, 2010), 75 FR 70059 (November 16,
2010) (SR–ISE–2010–106), 63534 (December 13,
2010), 75 FR 79433 (December 20, 2010) (SR–ISE–
2010–114); 63664 (January 6, 2011), 76 FR 2170
(January 12, 2011) (SR–ISE–2010–120); 64303
(April 15, 2011), 76 FR 22425 (April 21, 2011) (SR–
ISE–2011–18); 64992 (July 29, 2011), 76 FR 47279
(August 4, 2011) (SR–ISE–2011–43); 65021 (August
3, 2011), 76 FR 48933 (August 9, 2011) (SR–ISE–
2011–45); 65087 (August 10, 2011), 76 FR 50783
(August 16, 2011) (SR–ISE–2011–47); 65327
(September 13, 2011), 76 FR 58068 (September 19,
2011) (SR–ISE–2011–48); 65084 (August 10, 2011),
76 FR 50805 (September August 16, 2011) (SR–ISE–
2011–49); and 65297 (September 8, 2011), 76 FR
56844 (September 14, 2011) (SR–ISE–2011–54).
4 A Market Maker Plus is a market maker who is
on the National Best Bid or National Best Offer 80%
of the time for series trading between $0.03 and
$5.00 (for options whose underlying stock’s
previous trading day’s last sale price was less than
or equal to $100) and between $0.10 and $5.00 (for
options whose underlying stock’s previous trading
day’s last sale price was greater than $100) in
premium in each of the front two expiration months
and 80% of the time for series trading between
$0.03 and $5.00 (for options whose underlying
stock’s previous trading day’s last sale price was
less than or equal to $100) and between $0.10 and
$5.00 (for options whose underlying stock’s
previous trading day’s last sale price was greater
than $100) in premium across all expiration months
in order to receive the rebate. The Exchange
determines whether a market maker qualifies as a
Market Maker Plus at the end of each month by
looking back at each market maker’s quoting
statistics during that month. If at the end of the
month, a market maker meets the Exchange’s stated
criteria, the Exchange rebates $0.10 per contract for
transactions executed by that market maker during
that month. The Exchange provides market makers
a report on a daily basis with quoting statistics so
that market makers can determine whether or not
they are meeting the Exchange’s stated criteria.
5 The Designated Symbols are AAPL, BAC, C, F,
GLD, INTC, IWM, JPM, QQQ, SLV, SPY and XLF.
E:\FR\FM\14OCN1.SGM
14OCN1
]]>Agencies
[Federal Register Volume 76, Number 199 (Friday, October 14, 2011)]
[Notices]
[Pages 63960-63964]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-26525]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Release No. IC-29831; 812-13695]
NGP Capital Resources Company, et al.; Notice of Application
October 7, 2011.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application for an order under section 57(a)(4) and
57(i) of
[[Page 63961]]
the Investment Company Act of 1940 (the ``Act'') and rule 17d-1 under
the Act to permit certain joint transactions otherwise prohibited by
section 57(a)(4) of the Act.
-----------------------------------------------------------------------
SUMMARY: Summary of Application: Applicants request an order to permit
a business development company (``BDC'') to co-invest with certain
affiliates in portfolio companies.
Applicants: NGP Capital Resources Company (the ``Company''), NGP
Co-Investment Opportunity Fund, LP (``NGPC'') and NGP Investment
Advisor, L.P. (the ``Adviser'').
DATES: Filing Dates: The application was filed on September 8, 2009,
and amended on December 17, 2009, January 5, 2011, August 25, 2011, and
October 6, 2011.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on November 1, 2011, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
St., NE., Washington, DC 20549-1090. Applicants: c/o Stephen K.
Gardner, NGP Capital Resources Company, 1221 McKinney Street, Suite
2975, Houston, TX 77010.
FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at
(202) 551-6817, or Janet M. Grossnickle, Assistant Director, at (202)
551-6821 (Office of Investment Company Regulation, Division of
Investment Management).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. The Company, a Maryland corporation, is an externally managed,
non-diversified, closed-end management investment company that has
elected to be regulated as a BDC under the Act.\1\ The Company's
investment objective is to generate both current income and capital
appreciation primarily through debt investments with certain equity
components. The Company's operations are conducted by the Adviser. The
Company has a five-member board of directors (``Board'') of which three
members are not interested persons of the Company within the meaning of
section 2(a)(19) of the Act (``Independent Directors'').
---------------------------------------------------------------------------
\1\ Section 2(a)(48) defines a BDC to be any closed-end
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.
---------------------------------------------------------------------------
2. NGPC is organized as a limited partnership and, in reliance on
the exclusion from the definition of investment company contained in
section 3(c)(1), it is anticipated that NGPC will not register under
the Act. NGP Energy Capital Management, LLC (the ``Affiliated
Adviser'') owns 99.9% of the ownership interest in NGPC, with the
Company's administrator, NGP Administration, LLC (the
``Administrator''), owning the remaining 0.1%. The Affiliated Adviser's
99.9% ownership interest will be diluted as NGPC offers its interests
to outside investors. NGPC has not commenced operations and does not
anticipate doing so unless and until the relief sought by this
application is obtained. NGPC and any Future Co-Investment Affiliate
(as defined below) will operate pursuant to an investment objective and
investment strategies that are identical to those of the Company. The
Adviser will manage the investment activities of NGPC.
3. Applicants state that as of August 15, 2011, the Company's
capital available for investment was $145 million. The Company does not
have any specific plans to raise additional capital but may do so in
the future to the extent there are opportunities. Applicants also state
that NGPC anticipates raising $250 to $500 million in a private
offering.
The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940. The Affiliated Adviser owns 99.9% of
the ownership interest in the Adviser, with the Administrator owning
the remaining 0.1%. The Adviser may in the future advise other entities
that are affiliated persons of the Company, as defined in section
2(a)(3)(C) of the Act (the ``Future Co-Investment Affiliates,'' and
together with NGPC, the ``Co-Investment Affiliates'').\2\ Applicants
request relief permitting the Company and the Co-Investment Affiliates
to co-invest in portfolio companies (the ``Co-Investment Program'' and
each investment, a ``Co-Investment Transaction'').\3\ In selecting
investments for the Company the Adviser will consider only the
investment objective, investment strategies, investment position,
capital available for investment, and other pertinent factors
applicable to the Company. Likewise, when selecting investments for the
Co-Investment Affiliates, the Advisor will consider only the investment
objective, investment strategies, investment position, capital
available for investment, and other pertinent factors applicable to the
Co-Investment Affiliates. However, as the Company and the Co-Investment
Affiliates have the same investment objectives and investment
strategies, the Adviser anticipates that any investment that is an
appropriate investment for one entity will be an appropriate investment
for the other. Applicants state that under the Co-Investment Program,
co-investments between the Company and the Co-Investment Affiliates
would be the norm, rather than the exception. The Company, NGPC and any
Future Co-Investment Affiliate will disclose in offering documents and
periodic financial reports that they will routinely co-invest with each
other pursuant to the Co-Investment Program and will disclose how Co-
Investment Transactions will be allocated.
---------------------------------------------------------------------------
\2\ Section 2(a)(3)(C) defines an ``affiliated person'' of
another person as any person directly or indirectly controlling,
controlled by, or under common control with, such other person.
\3\ All existing entities that currently intend to rely on the
order have been named as applicants and any future entities that may
rely on the order in the future will comply with its terms and
conditions.
---------------------------------------------------------------------------
4. Under the Co-Investment Program, each Co-Investment Transaction
would be allocated among the Company and the Co-Investment Affiliates
based upon on the relative capital of each entity available for
investment (``Available Capital'').\4\ These relative allocation
percentages (``Relative Allocation Percentages'') would be approved
each quarter or, as necessary or appropriate, between quarters by both
the full Board and the required majority (within the meaning of Section
57(o)) (the ``Eligible
[[Page 63962]]
Directors'').\5\ The Company will not deviate from its co-investment
policies except as may be required by applicable law.\6\ The Co-
Investment Program as a whole has been approved by both the full Board
and the Eligible Directors. The Relative Allocation Percentages will be
approved by both the full Board and the Eligible Directors prior to the
implementation of the Co-Investment Program, and any deviations from
the Relative Allocation Percentages for any investment, by the Company
or the Co-Investment Affiliates, would require prior approval by both
the full Board and the Eligible Directors.
---------------------------------------------------------------------------
\4\ ``Available Capital'' consists solely of liquid assets not
held for permanent investment, including cash, amounts that can
currently be drawn down from lines of credit, and marketable
securities held for short-term purposes. In addition, for the Co-
Investment Affiliates, Available Capital would include bona fide
uncalled capital commitments that can be called by the settlement
date of the Co-Investment Transaction.
\5\ The term ``Eligible Directors,'' when used with respect to
the approval of a proposed transaction, plan, or arrangement, means
both a majority of a BDC's directors or general partners who have no
financial interest in such transaction, plan, or arrangement and a
majority of such directors or general partners who are not
interested persons of such company.
\6\ Applicants are not aware of any such requirement at this
time.
---------------------------------------------------------------------------
Applicants' Legal Analysis
1. Section 57(a)(4) of the Act prohibits certain affiliated persons
of a BDC from participating in a joint transaction with the BDC in
contravention of rules as prescribed by the Commission. In addition,
under section 57(b)(2) of the Act, any person who is directly or
indirectly controlling, controlled by or under common control with a
BDC is subject to section 57(a)(4). Applicants state that the Co-
Investment Affiliates could be deemed to be a person related to the
Company in a manner described by section 57(b) by virtue of their being
under common control with the Company. 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. Because the Commission has not adopted any rules under
section 57(a)(4), rule 17d-1 applies.
2. 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. Rule 17d-
1, as made applicable to BDCs by section 57(i), prohibits any person
who is related to a BDC in a manner described in section 57(b), acting
as principal, from participating in, or effecting any transaction in
connection with, any joint enterprise or other joint arrangement or
profit-sharing plan in which the BDC is a participant, absent an order
from the Commission. 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.
3. Applicants state that allowing co-investment in portfolio
companies by the Company and the Co-Investment Affiliates will increase
favorable investment opportunities for the Company. The Co-Investment
Program has been approved by the Board and the Eligible Directors on
the basis that it would be mutually advantageous for the Company to
have the additional capital from the Co-Investment Affiliates available
to meet the funding requirements of attractive investments in portfolio
companies.
4. Applicants state that the formulae for the allocation of co-
investment opportunities among the Company and Co-Investment
Affiliates, and the protective conditions set forth below will ensure
that the Company will be treated fairly. Applicants state that the
Company's participation in the Co-Investment Transactions will be
consistent with the provisions, policies, and purposes of the 1940 Act
and on a basis that is not different from or less advantageous than
that of other participants.
Applicants' Conditions
Applicants agree that any order granting the requested relief will
be subject to the following conditions:
1. Each time the Adviser considers an investment for the Co-
Investment Affiliates, the Adviser will make an independent
determination of the appropriateness of the investment for the Company.
2. (a) If the Adviser deems that the Company's participation in the
investment is appropriate, then such investment will be made pursuant
to the Relative Allocation Percentages, unless the Adviser determines
that investment pursuant to the Relative Allocation Percentages is not
appropriate for that investment. The Relative Allocation Percentages
will be determined by both the full Board and the Eligible Directors in
advance and will be based upon the Available Capital of the Company, on
the one hand, and the Co-Investment Affiliates, on the other hand. The
Relative Allocation Percentages will be approved each quarter, or as
necessary or appropriate, between quarters, by both the full Board and
the Eligible Directors, and may be adjusted, for subsequent
transactions, in their sole discretion for any reason, including, among
other things, changes in the Available Capital of the Company vis-
[agrave]-vis the Available Capital of the Co-Investment Affiliates.
(b) If the Adviser deems that the Company's participation in the
Co-Investment Transaction is appropriate, but that investment pursuant
to the Relative Allocation Percentages is not appropriate, then the
Adviser will recommend an appropriate level of investment for the
Company and the Co-Investment Affiliates. If the aggregate amount
recommended by the Adviser to be invested by the Company in such Co-
Investment Transaction, together with the amount proposed to be
invested by the Co-Investment Affiliates, exceeds the amount of the
investment opportunity, the amount proposed to be invested by the
Company will be based on a ratio of the Company's Available Capital to
the aggregate Available Capital of the Company and the Co-Investment
Affiliates, up to the maximum amount proposed to be invested by each.
The Adviser will provide the Eligible Directors with information
concerning the Company's and the Co-Investment Affiliates' Available
Capital to assist the Eligible Directors with their review of the
Company's investments for compliance with these allocation procedures.
After making the determinations required in this paragraph (b), the
Adviser will distribute written information concerning the Co-
Investment Transaction, including the amount proposed to be invested by
the Co-Investment Affiliates, to the Independent Directors for their
consideration. Outside of the Relative Allocation Percentages, the
Company will co-invest with the Co-Investment Affiliates only if, prior
to the Company's and the Co-Investment Affiliates' participation in the
Co-Investment Transaction, the Eligible Directors conclude that:
(i) The terms of the transaction, including the consideration to be
paid, are reasonable and fair and do not involve overreaching of the
Company or its stockholders on the part of any person concerned;
(ii) the transaction is consistent with
(A) the interests of the stockholders of the Company; and
(B) the Company's investment objectives and policies (as described
in the Company's registration statements on Form N-2 and other filings
made with the Commission by the Company under the Securities Act of
1933, as amended (``Securities Act''), any reports filed by the Company
with the Commission under the Securities
[[Page 63963]]
Exchange Act of 1934, as amended, and the Company's reports to
stockholders);
(iii) the investment by the Co-Investment Affiliates would not
disadvantage the Company, and participation by the Company is not on a
basis different from or less advantageous than that of the Co-
Investment Affiliates; provided, that if the Co-Investment Affiliates,
but not the Company, 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 Eligible Directors from reaching the
conclusions required by this condition (2)(b)(iii), if
(A) the Eligible Directors shall have the right to ratify the
selection of such director or board observer, if any, and
(B) the Adviser agrees to, and does, provide, periodic reports to
the Company'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
(iv) the proposed investment by the Company will not benefit any
affiliated person of the Company, other than the Co-Investment
Affiliates, except (A) to the extent permitted by condition 12; (B) to
the extent permitted by section 57(k); or (C) indirectly, as a result
of an interest in securities issued by the Co-Investment Affiliates or
the Company.\7\
---------------------------------------------------------------------------
\7\ Co-Investment Affiliates or an affiliate of the Co-
Investment Affiliates will not receive any fees or other
compensation in connection with the Co-Investment Affiliates' right
to nominate a director or board observer to otherwise participate in
the governance or management of the portfolio company.
---------------------------------------------------------------------------
3. The Company has the right to decline to participate in any Co-
Investment Transaction or to invest less than the amount proposed.
4. Except for follow-on investments made pursuant to condition 7,
the Company will not invest in reliance on this order in any portfolio
company in which the Adviser, or any Co-Investment Affiliates or any
person controlling, controlled by, or under common control with the
Investment Adviser or the Co-Investment Affiliates is an existing
investor.
5. The Company will not participate in any Co-Investment
Transaction unless the terms, conditions, price, class of securities to
be purchased, settlement date, and registration rights will be the same
for the Company as for the Co-Investment Affiliates. The grant to the
Co-Investment Affiliates, but not the Company, 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 5, if
conditions 2(b)(iii)(A) and (B) are met.\8\
---------------------------------------------------------------------------
\8\ Id.
---------------------------------------------------------------------------
6. Any sale, exchange, or other disposition by the Company or the
Co-Investment Affiliates of an interest in a security that was acquired
in a Co-Investment Transaction will be accomplished pro rata based on
the original investment of each participant unless the Adviser
formulates a recommendation for participation in a disposition on a
non-pro rata basis and such recommendation is approved by the Eligible
Directors on the basis that such non-pro rata disposition is in the
best interest of the Company. The Company and the Co-Investment
Affiliates will each bear its own expenses in connection with any
disposition, and the terms and conditions of any disposition will apply
equally to all participants.
7. Any ``follow-on investment'' (i.e., an additional investment in
the same entity) by the Company or the Co-Investment Affiliates, or any
exercising of warrants or other rights to purchase securities of the
issuer in a portfolio company whose securities were acquired in a Co-
Investment Transaction will be accomplished pro rata based on the
original investment of each participant, unless the Adviser formulates
a recommendation for participation in the proposed transaction on a
non-pro rata basis and such recommendation is approved by the Eligible
Directors on the basis that such non-pro rata participation is in the
best interest of the Company. The acquisition of follow-on investments
as permitted by this condition will be subject to the other conditions
set forth in the application.
8. The Independent Directors will be provided quarterly for review
all information concerning (a) all investments made by the Co-
Investment Affiliate during the preceding quarter and (b) Co-Investment
Transactions during the preceding quarter, including investments made
by the Co-Investment Affiliates which the Company considered but
declined to participate in, so that the Independent Directors may
determine whether the conditions of the order have been met.
9. The Company will maintain the records required by section
57(f)(3) of the Act as if each of the investments permitted under these
conditions were approved by the Independent Directors under section
57(f).
10. No Independent Directors will also be a director, general
partner or principal, or otherwise an ``affiliated person'' (as defined
in the Act) of, the Co-Investment Affiliates.
11. The expenses, if any, associated with acquiring, holding or
disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any
such securities registered for sale under the Securities Act) shall, to
the extent not payable by the Adviser under its investment advisory
agreements with the Co-Investment Affiliates, be shared by the Company
and the Co-Investment Affiliates in proportion to the relative amounts
of their securities to be acquired or disposed of, as the case may be.
12. Any transaction fee (including break-up or commitment fees but
excluding broker's fees contemplated by section 57(k)(2) of the Act)
received in connection with a Co-Investment Transaction will be
distributed to the Company and the Co-Investment Affiliates on a pro
rata basis based on the amount they invested or committed, as the case
may be, in such Co-Investment Transaction. If any transaction fee is to
be held by the Adviser pending consummation of the transaction, the fee
will be deposited into an account maintained by the 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 between the Company and the Co-Investment
Affiliates based on the amount they invest in such Co-Investment
Transaction. The Co-Investment Affiliates or any affiliated person of
the Company will not receive additional compensation or remuneration of
any kind (other than (a) the pro rata transaction fees described above
and (b) investment advisory fees paid in accordance with investment
advisory agreements with the Company and the Co-Investment Affiliates)
as a result of or in connection with a Co-Investment Transaction.
[[Page 63964]]
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-26525 Filed 10-13-11; 8:45 am]
BILLING CODE 8011-01-P
